Albemarle (ALB) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A70 rewritten85 added12 removed546 unchanged
All filing items1,468 rewritten923 added602 removed3,453 unchanged
Summary
counted, not written
- Item 1A lists 48 risk factor headings: 5 new, 2 reworded and 41 unchanged since FY2023. 2 headings from FY2023 no longer appear.
- Sentence by sentence, 923 added, 602 removed, 1,468 rewritten and 3,453 unchanged across 21 items that differ.
New Item 1A headings (5)
- Development projects are inherently risky and may require more capital than anticipated, which could adversely affect our business. The development of our mines and operations are also subject to other unique risks.
- Certain of our operations could be adversely affected by local communities and/or other stakeholders.
- Our indebtedness could adversely affect our financial health and our ability to execute our business strategy, and we will need a significant amount of cash to service our indebtedness.
- Write-offs or impairment of our goodwill, intangible assets or long-lived assets can result in significant charges to earnings.
- Our business could suffer if we are not successful in executing our strategy and initiatives in connection with our comprehensive review of our cost and operating structure.
Removed Item 1A headings (2)
- We will need a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control.
- If our goodwill, intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.
Reworded Item 1A headings (2)
- Downturns in our customers’ industries,
[removed: many of]which[removed: are cyclical,][added: may be cyclical or affected by changes in governing administrations,] could adversely affect our sales and profitability. - Failure to meet
[removed: environmental, social and governance (“ESG”)][added: sustainability] expectations or standards or achieve our[removed: ESG][added: sustainability] goals could adversely affect our business, results of operations, financial condition, or stock price.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
70 rewritten, 85 added, 12 removed, 546 unchanged
- Downturns in our customers’ industries, [removed: many of] which [removed: are cyclical,] [added: may be cyclical or affected by changes in governing administrations,] could adversely affect our sales and profitability.
- Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and [added: conversion plants and] our revenues and profitability generally.
- [removed: If] [added: Write-offs or impairment of] our goodwill, intangible assets or long-lived assets [removed: become impaired, we may be required to record a] [added: can result in] significant [removed: charge] [added: charges] to earnings.
- Failure to meet [removed: environmental, social and governance (“ESG”)] [added: sustainability] expectations or standards or achieve our [removed: ESG] [added: sustainability] goals could adversely affect our business, results of operations, financial condition, or stock price.
We conduct a substantial portion of our business outside the U.S., with approximately [removed: 90%] [added: 83%] of our net sales to foreign countries.
We operate [added: in,] and/or sell our products to customers [removed: in] [added: in,] approximately 70 countries.
- unexpected adverse changes in export [added: regulations,] duties, quotas and tariffs and difficulties in obtaining export licenses may occur;
In [removed: 2023,] [added: 2024,] net sales shipped to China represented [removed: 30%] [added: 36%] of our total net sales.
Additionally, we own [removed: three] [added: four] production facilities located in [removed: China and are in] [added: China, including] the [removed: process of commissioning and starting up a] lithium conversion plant in Meishan, [removed: China.][added: China, which began production in 2024.]
For example, over the past several years the U.S. and China have applied tariffs to certain of each other’s exports, [added: including tariffs on Chinese electric vehicles and lithium-ion batteries announced by the U.S. presidential administration in 2024,] which have resulted [removed: in] [added: in, and may continue to cause,] shifting trade flows and restrictions on certain sales of goods into [added: China and domestic demand for products manufactured in] China.
Recently, Australia and China have [removed: attempted to improve] [added: improved] relations and [removed: resolve] [added: resolved] trade disputes.
[removed: As] [added: However, as] we ship a significant portion of our lithium from Australia into China for further processing, [added: any] tensions or a [removed: breakdown] [added: regression] in relations between the countries could have a material impact on our operations.
[added: While we are] not presently aware of any direct impacts these restrictions will have on its supply chain, the UFLPA may materially and negatively impact our ability to import the goods and products we rely on to manufacture our products and operate our business.
Some of our competitors are larger than [removed: we are] [added: us] and may have greater financial resources.
As a result, these competitors may be better able to withstand changes in [removed: conditions within our industry.]
Changes in our customers’ products or processes may enable our customers to reduce consumption of the specialty chemicals that we produce or make our [added: specialty chemicals unnecessary.]
Downturns in our customers’ industries, [removed: many of] which [removed: are cyclical,] [added: may be cyclical or affected by changes in governing administrations,] could adversely affect our sales and profitability.
Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, [added: that] are cyclical in nature, or which are subject to secular market downturns or may face adverse effects of evolving regulatory regimes.
The results of elections in the United States [removed: (including the November 2024 presidential election)] or other countries in which our customers are located [added: and changes in governing administrations and legislative bodies] may result in consequent changes to these regulatory regimes that could cause a decline within these industries, leading to a diminished demand for our products.
For example, [removed: over the past decade,] there has been [removed: increasing] scrutiny of certain brominated fire safety solutions by regulatory authorities, legislative bodies and environmental interest groups in various countries.
Agencies in the European Union (“E.U.”) continue to evaluate the risks to human health and the environment associated with certain brominated fire safety solutions such as tetrabromobisphenol A and [removed: decabromodiphenylethane,] [added: decabromodiphenyl ethane,] both of which we [removed: manufacture.]
The [removed: TSCA] [added: U.S. Toxic Substances Control Act (TSCA)] requires chemicals to be assessed against a risk-based safety standard and [removed: calling] [added: calls] for the elimination of unreasonable risks identified during risk evaluation.
Our products enable important performance attributes [removed: to] [added: of] our customers’ products.
[added: Accordingly, these hazards and their consequences could adversely affect our reputation and] have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.
We generally rely on patent, trade secret, trademark and copyright laws of the U.S. and certain other countries in which our [removed: products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.]
Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of [added: infringement suits.]
Accordingly, our future profitability depends upon our ability to [added: operate in a way that optimizes extraction of raw materials from the reserves we have and] acquire additional lithium reserves that are economically viable to replace the reserves we will extract.
For our existing operations, we utilize [removed: geological] [added: geological, hydrogeological] and metallurgical assumptions, financial projections and price estimates.
[removed: There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable] reserves, including many factors beyond our control, that could cause results to differ materially from expected financial and operating results or result in future impairment charges.
To the extent that such development, adoption, decarbonization and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading [removed: “The] [added: “*The] development of non-lithium battery technologies could adversely affect [removed: us,”] [added: us,*”] above, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.
[added: Such] external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances.
[removed: In 2023, lithium] [added: Lithium] prices significantly decreased by approximately [removed: 75% to] 85% [added: to 95%] from their high in January 2023 [removed: to the end of the year,] [added: and remained at that lower level throughout 2024,] which adversely impacted our financial results.
High volatility or further declines in the lithium prices could have a material and adverse effect on the revenues and profitability of our [removed: Lithium] [added: Energy Storage] business and on our company generally.
In addition, a further decrease in lithium prices may lead to additional inventory valuation charges in the valuation period prior to when the goods are [removed: sold, such as the $604.1 million charge recorded in the year ended December 31, 2023 to reduce the value of certain spodumene and finished goods to their net realizable value.][added: sold.]
Following the Wodgina acquisition in 2019, the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into [removed: production.][added: production in 2022.]
In addition, because of our reliance on our senior management team, the unanticipated [removed: departure] [added: departure, death or disability] of any key member of our management team could have an adverse effect on our business.
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 9,000] [added: 8,300] employees, including employees of our consolidated joint ventures.
Approximately [removed: 26%] [added: 28%] of these employees are represented by unions or works councils.
[removed: We] [added: Our indebtedness could adversely affect our financial health and our ability to execute our business strategy, and we] will need a significant amount of cash to service our [removed: indebtedness and our ability to generate cash depends on many factors beyond our control.][added: indebtedness.]
Our ability to generate sufficient cash flow from operations or use existing cash balances to make scheduled payments on our debt depends on [added: our future performance, which is subject to] a range of economic, competitive and business factors, many of which are outside our control.
- Development projects are inherently risky and may require more capital than anticipated, which could adversely affect our business.
The development of our mines and operations are also subject to other project specific risks.
- Our operations could be adversely affected by local communities and/or other stakeholders.
- Our business could suffer if we are not successful in executing our strategy and initiatives in connection with our comprehensive review of our cost and operating structure.
- delays in obtaining or renewing, or the inability to obtain, maintain or renew, or the renegotiation, cancellation, revocation or forced modification of existing contracts, leases, licenses, permits or other agreements and/or approvals;
- changes in the strength of our relationships with local communities and indigenous populations in the areas in which we operate may impact our community support;
The U.S. and foreign countries may also adopt or increase restrictions on foreign trade or investment, including currency exchange controls, tariffs or other taxes, or limitations on imports or exports (including recent and proposed changes in U.S. trade policy and resulting retaliatory actions by other countries).
The current U.S. presidential administration has indicated that it may impose additional tariffs on China and other countries.
conditions within our industry.
Development projects are inherently risky and may require more capital than anticipated, which could adversely affect our business.
The development of our mines and operations are also subject to other unique risks.
Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible.
There are many risks and uncertainties inherent in all development projects including, but not limited to, unexpected or difficult geological formations or conditions, potential delays, cost overruns, lower levels of production during ramp-up periods, shortages of material or labor, construction defects, breakdowns and injuries to persons and property.
The development of our mines and operations are also subject to other unique risks including, but not limited to,
underground fires or floods, ventilating harmful gases, fall-of-ground accidents, and seismic activity resulting from unexpected or difficult geological formations or conditions.
While we anticipate taking all measures that we deem reasonable and prudent in connection with the development of our mines to safely manage production, there is no assurance that these risks will not cause schedule delays, revised mine plans, injuries to persons and property, or increased capital costs, any of which may have a material adverse impact on our cash flows, results of operations and financial condition.
Additionally, although we devote significant time and resources to our project planning, approval and review processes, many of our development projects are highly complex and rely on factors that are outside of our control, which may cause us to underestimate the time and capital required to complete a development project.
Our decision to develop a project is typically based on the results of feasibility studies, which estimate the anticipated economic returns of a project.
In addition, the economic feasibility of development projects is based on many factors, including the accuracy of estimated mineral resources and reserves, estimated capital and operating costs, and estimated future prices of lithium and bromine.
New development projects have no operating history upon which to base estimates of future cash flow.
The actual costs, production rates and economic returns of our development projects may differ materially from our estimates, which may have a material adverse impact on our cash flows, results of operations and financial condition.
For example, the new U.S. presidential administration has indicated that it may halt government infrastructure spending to establish charging points for EV users, eliminate certain tax cuts available in connection with EV purchases, and rescind requirements pertaining to reducing greenhouse gas emissions, all or any of which measures may have a detrimental affect on the U.S. EV industry.
manufacture.
Certain of our operations could be adversely affected by local communities and/or other stakeholders.
Relationships with local communities and other stakeholders may impact our operations, particularly in Chile and Western Australia.
We may become impacted by the interests of local communities and other stakeholders, including in some cases, indigenous peoples.
Certain of these communities or other stakeholders may have or may develop interests or objectives which are different from, or even in conflict with, our objectives, including the use of our lands and waterways near our operations.
Our relationships with the communities near our sites and other stakeholders are critical to the future success of our sites, as well as at any future development.
There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities.
Publicity adverse to our operations, or the mining industry generally, could have an adverse effect on our development plans or future operations and may impact relationships with the communities in which we ultimately operate and other associated stakeholders.
We may in the future, be subject to disputes with local communities, including indigenous peoples, regarding the use of certain aspects of our assets, facilities and land and may in the future, be required to enter into settlement agreements providing for such use, on terms that include, among others, lump sum payments, royalty payments or restrictions on our business.
In addition, disputes surrounding indigenous land claims regarding lands on or near our operations could interfere with future operations and/or result in additional operating costs or restrictions, as well as adversely impact the use and enjoyment of our real property rights with respect to our assets.
While we are committed to operating in a socially responsible manner, there can be no assurance that our efforts in this respect will mitigate this potential risk.
All the foregoing could have a material adverse effect on our business, financial
condition and results of operations, including, but not limited to, as a result of increased costs, reduced revenues, diversion of management attention, reputational harm, disruptions to our operations and other reasons.
products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.
There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable
For example, As a result of the decline in lithium market pricing, the Company recorded charges to reduce the value of certain finished goods and spodumene to their net realizable value, including a charge of $604.1 million during the year ended December 31, 2023.
The balance of these adjustments to inventories was $104.0 million as of December 31, 2024.
Additionally, in 2024, the Company announced that it was placing portions of its Kemerton project into care and maintenance and stopping construction on other portions, in an effort to optimize its cost structure in light of the depressed levels of lithium prices.
- foreign countries in which we do business may adopt other restrictions on foreign trade or investment, including currency exchange controls;
While we are
specialty chemicals unnecessary.
Accordingly, these hazards and their consequences could adversely affect our reputation and
infringement suits.
Such
We have since resumed spodumene concentrate production at the Wodgina mine in 2022, but there are no assurances that we will not idle production at the Wodgina mine or one of our other mines in the future due to lack of market demand or for other reasons.
For example, our interest expense on debt instruments in fiscal 2023 increased compared to fiscal 2022 driven by an increase in our weighted average interest rate on our variable rate debt.
developments on our financial condition, operating results, and income tax rate.
On December 15, 2022, the Council of the E.U. formally adopted the OECD’s framework to achieve a coordinated implementation amongst E.U. Member States consistent with E.U. law.
include loss of life and property damage.
In some regions including China,
An excerpt. Shown here: 40 of 70 rewritten, 40 of 85 added and all 12 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
232 rewritten, 178 added, 175 removed, 551 unchanged
We have used words such as [added: “ambition,”] “anticipate,” “believe,” “could,” “estimate,” “expect,” [added: “goal,”] “intend,” “may,” “should,” “would,” “will” and variations of such words and similar expressions to identify such forward-looking statements.
- timing of active and proposed [added: restructuring and cost optimization] projects;
- changes in credit ratings; [added: and]
The following is a discussion and analysis of our results of operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]
The end markets we serve include [removed: energy] [added: grid] storage, [removed: petroleum refining, consumer] [added: automotive, aerospace, conventional energy,] electronics, construction, [removed: automotive, lubricants,] [added: agriculture and food,] pharmaceuticals and [removed: crop protection.][added: medical devices.]
Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, [added: cost discipline,] broad geographic presence and customer-focused solutions will continue to be key drivers of our future [removed: earnings growth.][added: earnings.]
We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace to contribute to our [removed: sustainable] [added: sustainability-based] revenue.
For example, our Energy Storage business contributes to the growth of clean miles driven with electric vehicles and more efficient use of renewable energy through grid storage; Specialties enables the prevention of fires starting in electronic equipment, greater fuel efficiency from rubber tires and the reduction of emissions from coal fired power plants; and our Ketjen business [removed: creates] [added: enhances the] efficiency of natural resources through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly fuels, and reduced emissions through cleaner transportation fuels.
- In the [removed: first] [added: third] quarter of [removed: 2023,] [added: 2024,] we increased our quarterly dividend for the [removed: 29th] [added: 30th] consecutive year, to [removed: $0.40] [added: $0.405] per share.
[removed: This resulted in the following three] [added: Our] reportable [removed: segments:] [added: business segments consist of:] (1) Energy [removed: Storage;] [added: Storage,] (2) [removed: Specialties;] [added: Specialties] and (3) Ketjen.
- We entered into a definitive agreement with [removed: Ford Motor Company] [added: the BMW Group] to deliver battery-grade lithium [removed: hydroxide] to [removed: support] [added: enable] the [removed: automaker's ability] [added: automaker] to [removed: scale] [added: pursue high-performance, premium] electric [removed: vehicle (“EV”) production.][added: vehicles.]
[removed: - We] [added: To further support the restart of the Kings Mountain mine, in 2023, we] announced a $90 million critical materials award from the U.S. Department of [removed: Defense to support the restart of Kings Mountain, N.C. mine.][added: Defense.]
- Cash flows from operations in [removed: 2023] [added: 2024] were [removed: $1.3 billion.][added: $702.1 million.]
In particular, we believe that the [added: global] market for lithium battery and energy storage, particularly for EVs, remains strong, providing the [added: opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity.]
During the course of [removed: 2023,] [added: 2023 and 2024,] lithium index pricing dropped significantly.
At this time, [added: relating to] the current situation in the Middle [removed: East has resulted in] [added: East,] our business operations [removed: continuing] [added: have continued] as normal with some shipping and raw material delays.
Energy Storage: We expect Energy Storage net sales and profitability to decrease year-over-year in [removed: 2024 if] [added: 2025 as] lithium market prices [removed: remain] [added: are] at [removed: their low current levels.][added: lower levels compared to 2024.]
[removed: Due to] [added: Because] many of our contracts being index-referenced and variable-priced, our business is [removed: more] [added: generally] aligned with changes in market and index pricing.
We do expect the lower pricing to be partially offset by higher sales volume driven primarily by additional capacity from La Negra, Chile, [removed: Kemerton, Western Australia,] [added: Meishan] and Qinzhou, [removed: China, as well as additional tolling volume supported by increased spodumene production out of Australia.][added: China.]
We could record [removed: additional] inventory valuation charges in [removed: 2024] [added: 2025] if lithium prices continue to deteriorate during the projected period of conversion and sale.
[added: Global] EV sales are expected to continue to increase over the prior [removed: year as the] [added: year, driving continued demand for] lithium [removed: battery market remains strong.][added: batteries.]
Specialties: We expect both net sales and profitability to be [removed: relatively flat] [added: higher] in [removed: 2024] [added: 2025 year-over-year] as we recover from reduced customer demand in certain markets, including consumer and industrial [removed: electronics, and maintain strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.][added: electronics.]
[added: The combination of our solid, long-term business fundamentals, strong cost position, product] innovations and effective management of raw material costs should enable us to manage our business through end-market challenges and to capitalize on opportunities that are expected with favorable market trends in select end markets.
Ketjen: Total Ketjen results in [removed: 2024] [added: 2025] are expected to increase year-over-year due to higher [removed: pricing, while raw material and energy costs stabilized during 2023.][added: revenues.]
On a longer-term basis, we believe increased global demand for transportation fuels, new refinery [removed: start-ups and] [added: start-ups,] ongoing adoption of cleaner fuels [added: and the continuous growth in chemical derivatives from petroleum products] will be the primary drivers of growth in our Ketjen business.
We also believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the [removed: world, including those managing new contaminants present in North America tight oil, and those in the Middle East and Asia seeking to use heavier feedstock while pushing for higher propylene yields.][added: world.]
We expect our global effective tax rate will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the United States, such as the Inflation Reduction Act and [removed: the recently released] Pillar [removed: II] [added: Two which became] effective in [added: early] 2024, and other tax jurisdictions.
This [removed: includes] [added: included] a reduction of planned capital expenditures in 2024 to focus on significantly progressed, near completion and in startup projects, while deferring spending on certain [removed: projects such as the previously announced mega-flex facility in Richburg, South Carolina and the Albemarle Technology Park in Charlotte, North Carolina.][added: projects.]
Results for the year ended December 31, [removed: 2023] [added: 2024] include an actuarial gain of [removed: $10.2] [added: $9.8] million [removed: ($8.3] [added: ($7.5] million after income taxes), as compared to a [removed: loss] [added: gain] of [removed: $37.0] [added: $10.2] million [removed: ($26.5] [added: ($8.3] million after income taxes) for the year ended December 31, [removed: 2022.][added: 2023.]
[removed: We remain committed] [added: From time] to [removed: evaluating] [added: time, we may evaluate] the merits of any opportunities that may arise for acquisitions or other business development activities that will complement our business footprint.
The following data and discussion provides an analysis of certain significant factors affecting our results of operations during the periods included in the accompanying consolidated statements of [added: (loss)] income.
With the exception of the segment results of operations for the [removed: realigned Energy Storage and Specialties segments,] [added: change in definition of adjusted EBITDA,] discussion of our results of operations for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021] [added: 2022] can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]
Comparison of [removed: 2023] [added: 2024] to [removed: 2022][added: 2023]
| *In thousands* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |
| [removed: Net] [added: Total net] sales | | | $ | [added: 5,377,526 | | | | | 100.0 | | % | | | | $ |] 9,617,203 | | | | | [added: 100.0 | | % | | | |] $ | 7,320,104 | | | | | [removed: $] [added: 100.0] | [removed: 2,297,099] | [added: %] | | | | [added: (44) | | % | | | |] 31 | | % |
| [removed: •$1.5] [added: •$5.6] billion [removed: of increase] [added: decrease primarily] attributable to [removed: higher sales volume] [added: lower lithium carbonate and hydroxide market pricing] in Energy Storage [removed: and Ketjen, partially offset by lower sales volume in Specialties •$875.0 million] [added: •$1.4 billion] increase attributable to [removed: increased pricing] [added: higher sales volume,] primarily [removed: from] [added: in] Energy Storage [removed: •$112.0] [added: •$36.0] million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies | | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit margin | | | [removed: 12.3] [added: 1.2] | | % | | | | [removed: 42.0] [added: 12.3] | | % | | | | | | | | | | | | |
| [removed: •Higher costs realized] [added: •Unfavorable pricing impacts primarily] in [added: Energy Storage, including] the [removed: current period from sales] [added: recognition] of [removed: lithium resulting] [added: gross profit on converted inventory originally purchased] from the [added: Windfield joint venture, that was sold to third-party customers. The] higher [removed: priced spodumene used during] [added: cost of goods sold of inventory purchased from Windfield is offset in] the [removed: lithium conversion process •$604.1] [added: equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party customers. •Lower average input costs, including the impact of a $604.1] million charge recorded in 2023 [added: (reduced] to [added: $104.0 million as of December 31, 2024) to] reduce the value of certain [removed: spodumene and] finished goods [added: and spodumene] to their net realizable value following the decline in lithium market pricing at the end of [removed: the year •Increased utility and material costs in] each [removed: of our businesses •Partially offset by higher sales volume and favorable pricing impacts over the full] year [removed: in Energy Storage and Ketjen] •Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies [added: •Higher sales volume in Energy Storage and decreased commission expenses in Chile resulting from lower pricing] | | | | | | | | | | | | | | | | | | | | | | | |
| Percentage of Net sales | | | [removed: 9.6] [added: 11.5] | | % | | | | [removed: 7.2] [added: 9.5] | | % | | | | | | | | | | | | |
| [removed: •$218.5] [added: •2023 included a $218.5] million legal accrual recorded for the agreements in principle to resolve a previously disclosed legal matter with the DOJ and SEC. See Note [removed: 17,] [added: 15,] “Commitments and Contingencies,” for further [removed: details •Higher compensation] [added: details. •Reduced] expenses [removed: across all businesses] [added: as part of announced cost reduction efforts, including outside services] and [removed: Corporate •Higher spending to support business growth, primarily in Energy Storage •Partially offset by productivity improvements] [added: travel] and [removed: a reduction in certain administrative] [added: entertainment] costs | | | | | | | | | | | | | | | | | | | | | | | |
- the ability to apply for and obtain government funding to to support new operations;
- expected benefits and expenses related to our new operating structure and asset optimization activities;
We are a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health.
Our purpose is to enable a more resilient world.
We partner to pioneer new ways to move, power, connect, and protect.
We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and plant will enable us to maintain a leading position in the industries in which we operate.
2024 Highlights
- We announced a comprehensive review of our cost and operating structure to maintain a competitive position, unlock near-term cash flow, further generate long-term financial flexibility and drive long-term value creation.
- As part of the actions to optimize our cost structure and strengthen our financial flexibility, we have stopped construction of the Kemerton Trains 3 and 4.
In addition, we have put Kemerton Train 2 into care and maintenance.
Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts.
- We announced a new operating structure, effective November 1, 2024, that transitions from two core global business units - Energy Storage and Specialities - to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
We will continue to report results across its three existing operating segments: Energy Storage, Specialties and Ketjen.
This multi-year agreement, which takes effect in 2025, is one of the company’s largest ever globally by volume and value.
In addition to supplying the BMW Group with lithium hydroxide, the two companies will partner on technology for safer and more energy dense lithium-ion batteries.
- In March 2024, the Company raised net cash proceeds of $2.2 billion from the issuance of depositary shares, representing interests of the Company’s Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”).
The 2,300,000 shares of Mandatory Convertible Preferred Stock issued in respect of the depositary shares have a $1,000 per share liquidation preference.
- Effective January 1, 2024, we changed our definition of adjusted EBITDA for financial accounting and reporting purposes.
The updated definition includes our share of the pre-tax earnings of the Windfield joint venture, whereas the prior definition included our share of Windfield earnings net of tax.
This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the February 2024 amendment to our revolving, unsecured amended and restated credit agreement dated October 28, 2022 (the “2022 Credit Agreement”).
This presentation more closely represents the materiality and financial contribution of the strategic investment in Windfield to the Company’s earnings, and more closely represents a measure of EBITDA.
- We proactively amended the 2022 Credit Agreement to modify the financial covenants through June 2026 given the market pricing of lithium.
The amended results of the modification (a) temporarily increase the maximum leverage ratio permitted by the covenant; (b) add an interest coverage ratio and temporarily decrease the minimum interest coverage ratio permitted by the covenant; and (c) adjust the calculation of the EBITDA and net debt components that form the basis of the calculation of the consolidated leverage ratio.
The amendments include certain other amendments to the 2022 Credit Agreement, including certain limitations on liens, subsidiary indebtedness, share repurchases and common dividends.
- We announced an innovative agreement with Martin Marietta Materials, Inc., a leading supplier of building materials, to make beneficial use of extracted limestone material from Albemarle’s proposed Kings Mountain Mine project.
This agreement is part of the Company’s plan to resume lithium mining operations at the Kings Mountain Mine in an environmentally and socially responsible manner, including opportunities to repurpose byproduct material and enhance the economic benefits for the surrounding community.
- We introduced a project plan and submitted several state and federal permit applications for the potential redevelopment of the Kings Mountain Mine, one of the few known hard-rock lithium deposits in the United States.
The plan includes the proposed site footprint, primary physical features and details of the mining processes.
Pending permitting approval and a final investment decision, the mine is anticipated to produce approximately 420,000 tons of lithium-bearing spodumene concentrate yearly, providing a crucial building block for sustainable transportation and to support key defense applications.
- We published our 2023 Sustainability Report, *All the Elements for a Better World*, detailing updates on sustainability strategy execution and the important progress made toward achieving our sustainability goals.
- We recorded net sales of $5.4 billion during 2024; grew Energy Storage volumes by 19% year-over-year.
However, in order to optimize our cost structure and strengthen our financial flexibility, we are taking proactive actions, including certain restructuring activities and reducing planned capital expenditures.
As part of these actions, we announced a new operating structure, effective November 1, 2024, that transitions from two core global business units to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
We will continue to report results across our three existing operating segments of Energy Storage, Specialities and Ketjen.
If lithium index pricing trends further downward or remains at low levels for an extended time, we may need to take additional measures to support growth and financial flexibility, including further restructuring actions.
The Meishan, China lithium conversion plant achieved first commercial sales during the second quarter of 2024.
As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, we have stopped construction of the Kemerton Trains 3 and 4.
In addition, we have put Kemerton Train 2 into care and maintenance.
Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts.
In addition, we expect to maintain strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
- expected benefits from proposed transactions;
- the inability to realize the benefits of our decision to retain our Ketjen business as a wholly-owned subsidiary and to realign our Lithium and Bromine global business units into a new corporate structure, including Energy Storage and Specialties business units; and
We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’ needs across a diverse range of end markets.
Our corporate purpose is making the world safe and sustainable by powering the potential of people.
We believe that our commercial and geographic diversity, technical expertise, access to high-quality resources, innovative capability, flexible, low-cost global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading positions in those areas of the specialty chemicals industry in which we operate.
2023 Highlights
- We announced the official brand launch of Ketjen, a wholly owned subsidiary, previously known as the Catalysts reportable segment.
- We realigned our Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment.
Albemarle will supply more than 100,000 metric tons of battery-grade lithium hydroxide for approximately three million future Ford EV batteries.
The five-year supply agreement starts in 2026 and continues through 2030.
This award is in addition to the previously announced nearly $150 million grant from the U.S. Department of Energy to support the construction of a new, commercial-scale U.S.-based lithium concentrator facility at Kings Mountain, N.C.
- We signed agreements with Caterpillar Inc. to collaborate on solutions to support the full circular battery value chain and sustainable mining operations.
The collaboration aims to support our effort to establish Kings Mountain, N.C. as the first-ever zero-emissions lithium mine site in North America.
It also makes our North-American-produced lithium available for use in Caterpillar battery production.
- We amended the MARBL lithium joint venture with MRL to acquire the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture.
Following this restructuring, Albemarle and MRL each own 50% of Wodgina, and MRL operates the Wodgina mine on behalf of the joint venture.
In connection with this restructuring, we paid MRL approximately $380 million in cash.
- Our Meishan, China lithium conversion plant achieved mechanical completion in December 2023 and has moved to the commissioning phase.
- We recorded net sales of $9.6 billion during 2023, an increase of 31% from the prior year.
opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity.
Beginning in the first quarter of 2023, the chief operating decision maker evaluated performance, forecasting and making resource allocation decisions based on our previously announced realignment of the Lithium and Bromine global business units.
The new corporate structure was designed to better meet customer needs and foster talent required to deliver in a competitive global environment.
The realignment resulted in the following three reportable segments: (1) Energy Storage; (2) Specialties; and (3) Ketjen.
The first part of 2023 saw record high lithium price levels which increased prior year results, helping drive the expected decrease in year-over-year comparisons.
The Meishan, China lithium conversion plant achieved mechanical completion and has moved to the commissioning phase.
In addition, lower expected earnings are driven by higher variable costs, primarily due to the higher market pricing of salts and spodumene expected to be realized during the year.
During the fourth quarter of 2023, we recorded a $604 million charge to reduce the value of certain spodumene and finished goods to their net realizable value following the decline in lithium market pricing at the end of the year.
In addition, we completed the amendment of the MARBL joint venture in Australia.
The restructured agreements, among other things, increase our interest in the first two conversion trains of the Kemerton processing plant from 60% to 100%.
Following the transaction, we hold a 50% ownership interest in the Wodgina Lithium Mine Project.
We have taken measures to reduce the negative impact of lower demand, which we expect to show positive impacts in 2024.
The combination of our solid, long-term business fundamentals, strong cost position, product
In addition, volume is expected to grow across each of the Ketjen businesses.
The FCC market has recovered from the COVID-19 pandemic as a result of increased travel and depletion of global gasoline inventories.
HPC demand tends to be lumpier than FCC demand, but we have seen increased demand as refineries are taking turnarounds.
Additionally, we have signed an agreement to supply unique technologies to new markets, such as the hydrotreated vegetable oil market, which supports the energy transition for sustainable aviation fuels and supports our business growth.
Our decision to retain this business as a separate, wholly-owned subsidiary is intended to better meet customer needs and foster the talent required to deliver in a competitive global environment.
An excerpt. Shown here: 40 of 232 rewritten, 40 of 178 added and 40 of 175 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
11 rewritten, 4 added, 6 removed, 28 unchanged
The primary currencies to which we have foreign currency exchange rate exposure are the Chinese Renminbi, [removed: Euro, Australian Dollar, Chilean Peso] [added: Euro] and [removed: Japanese Yen.][added: Australian Dollar.]
[added: The principal objective of such contracts is to] minimize the financial impact of changes in foreign currency exchange rates.
All other gains and losses on foreign currency forward contracts not designated as an effective hedging instrument are recognized in Other [removed: income (expenses),] [added: income,] net, and generally do not have a significant impact on results of operations.
At December 31, [removed: 2023,] [added: 2024,] our financial instruments subject to foreign currency exchange risk [added: primarily] consisted of foreign currency forward contracts with an aggregate notional value of [removed: $8.1] [added: $6.9] billion and with a fair value representing a net [removed: asset] [added: liability] position of [removed: $12.1] [added: $7.0] million.
We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of December 31, [removed: 2023,] [added: 2024,] with all other variables held constant.
A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in [removed: a decrease] [added: an increase] of approximately [removed: $0.3] [added: $102.9] million in the fair value of our foreign currency forward contracts.
A 10% depreciation of the U.S. Dollar against these foreign currencies would result in a decrease of approximately [removed: $86.1] [added: $103.0] million in the fair value of our foreign currency forward contracts.
The sensitivity of the fair value of our foreign currency hedge portfolio represents changes in fair values estimated based on market conditions as of December 31, [removed: 2023,] [added: 2024,] without reflecting the effects of underlying anticipated transactions.
We had variable interest rate borrowings of [removed: $650.2] [added: $27.5] million and [removed: $3.0] [added: $650.2] million outstanding at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
These borrowings represented [removed: 15% and less than] 1% [added: and 15%] of total outstanding debt and bore average interest rates of [removed: 5.76%] [added: 0.33%] and [removed: 0.07%] [added: 5.76%] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
A hypothetical 100 basis point increase in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $6.5] [added: $0.3] million as of December 31, [removed: 2023.][added: 2024.]
This contract has been designated as an effective hedging instrument.
As a result of the actions taken at Kemerton Trains 3 and 4 during 2024, the Company dedesignated the remaining hedged foreign currency forward contracts.
The Company recorded a loss in Other income, net of $26.1 million during the year ended December 31, 2024 from the reclassification of the hedged balance from Accumulated other comprehensive loss.
The balance of the settled hedged foreign currency forward contracts associated with the construction of Kemerton Trains 1 and 2 assets placed in service will be reclassified to earnings over the life of the related assets.
The principal objective of such contracts is to
This contract has been designated as an effective hedging instrument, and beginning the date of designation, gains or losses on the revaluation of this contract to our reporting currency have been and will be recorded in Accumulated other comprehensive loss.
The aggregate notional value of foreign currency forward contracts increased in 2022 due to increased balance sheet exposure from higher sales and income in foreign-denominated currencies.
On December 18, 2014, the carrying value of our 1.875% Euro-denominated senior notes was designated as an effective hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency, and beginning on the date of designation, gains or losses on the revaluation of these senior notes to our reporting currency have been recorded in Accumulated other comprehensive loss.
In the first quarter of 2021, we repaid the outstanding balance of these senior notes, and as a result, this net investment hedge was discontinued.
The balance of foreign exchange revaluation gains and losses associated with this discontinued net investment hedge will remain within Accumulated other comprehensive loss until the hedged net investment is sold or liquidated.
Item 1. Business.
40 rewritten, 28 added, 22 removed, 185 unchanged
Albemarle [removed: leads the] [added: is a] world [added: leader] in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health.
As of December 31, [removed: 2023,] [added: 2024,] we served approximately 1,900 customers in approximately 70 countries.
For information regarding our unconsolidated joint ventures, see Note [removed: 10,] [added: 8,] “Investments,” to our consolidated financial statements included in Part II, Item 8 of this report.
During [removed: 2023,] [added: 2024,] we managed and reported our operations under three reportable segments: Energy Storage, Specialties and Ketjen.
Our Energy Storage business [removed: pioneers] [added: enables] better lithium use through reliable supply and consistent quality.
Raw Materials and Significant Supply [removed: Contracts][added: Sources]
[added: Ltd., a company incorporated in Australia] (“Talison”) that owns the Greenbushes mine, and from our 50%-owned unincorporated joint venture, MARBL Lithium Joint Venture (“MARBL”) in Western Australia, which owns the Wodgina hard rock lithium mine project (“Wodgina”); and (b) through solar evaporation of our ponds at the Salar de Atacama, in Chile, and in Silver Peak, Nevada.
Our most significant competitors are Lanxess [removed: AG and] [added: AG,] Israel Chemicals [removed: Ltd,] [added: Ltd and Arcadium Lithium,] as well as producers in India and China.
Our three main product lines in this segment are (i) Clean Fuels Technologies (“CFT”), which is primarily composed of hydroprocessing catalysts (“HPC”) together with isomerization and [removed: akylation] [added: alkylation] catalysts; (ii) fluidized catalytic cracking (“FCC”) catalysts and additives; and (iii) performance catalyst solutions (“PCS”), which is primarily composed of organometallics and curatives.
[removed: Albemarle] [added: Ketjen] offers unique refinery catalysts to crack and treat the lightest to the heaviest feedstocks while meeting refinery yield and product needs.
There were more than 700 refineries world-wide as of December 31, [removed: 2023.][added: 2024.]
We expect to continue to see some less profitable, typically smaller, refineries shutting down and, over the long-term, being replaced by larger scale and more complex refineries, with growth concentrated in the Middle [removed: East] [added: East, India] and [added: South-East] Asia.
Product [removed: performance and] [added: performance,] quality, [removed: price and] [added: price,] contract terms, product and process improvements, specialized customer services, the ability to attract and retain skilled [removed: personnel,] [added: technical support,] and the maintenance of a good safety record are the primary factors to compete effectively in the catalysts marketplace.
Our major competitors in the FCC catalysts market include W.R. Grace & [removed: Co., BASF Corporation] [added: Co.] and [removed: China Petrochemical Corporation (Sinopec).][added: BASF Corporation.]
We believe providing [removed: a diverse, equal and] [added: an] inclusive workplace facilitates opportunities for innovation, fosters good decision-making practices, and promotes employee engagement and high productivity across our organization.
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 9,000] [added: 8,300] employees, including employees of our consolidated joint ventures, of whom [removed: 3,700,] [added: 3,300,] or [removed: 41%,] [added: 39%,] are employed in the U.S. and the Americas; [removed: 3,300,] [added: 2,900,] or [removed: 36%,] [added: 35%,] are employed in Asia Pacific; 1,500, or [removed: 17%,] [added: 19%,] are employed in Europe; and [removed: 500,] [added: 600,] or [removed: 6%,] [added: 7%,] are employed in the Middle East or other areas.
Approximately [removed: 26%] [added: 28%] of these employees are represented by unions or works councils.
Our employees, contractors, and visitors [added: are instructed to] follow a comprehensive set of written health and safety policies and procedures at both [removed: the] corporate and local [removed: site levels.][added: sites.]
We also include health and safety metrics in our annual incentive plan [removed: for all employees] to [added: further] incentivize our [added: employees’] commitment to safety.
[removed: In 2023, we maintained] our Occupational Safety and Health Act (“OSHA”) occupational injury and illness incident rate of [removed: 0.14] [added: 0.13] for our employees and nested contractors, [removed: the same as] [added: compared to 0.14] in [removed: 2022.][added: 2023.]
We believe employees should be [added: fairly] compensated through wages and benefits, based on experience, expertise, performance, and the criticality of their roles in the Company.
We also perform an annual review of our pay practices [removed: by gender, and in the U.S. by gender and race,] to ensure that they are fair and [removed: equitable, and not influenced by biased opinions or discrimination.][added: equitable.]
In addition, we have established employee [added: resource] groups, known as Connect groups, to promote an atmosphere of inclusion and encouragement in which every employee’s voice can be heard.
These Connect groups provide opportunities for employees to share their [removed: backgrounds, experiences,] [added: backgrounds] and [removed: beliefs,] [added: experiences,] and to use them to benefit others through mentoring and volunteering in the local community, among other activities.
We also invest in our people through enhanced training and development opportunities and by seeking to foster [removed: a diverse workforce,] [added: an] equitable workplace and an inclusive culture that enables employees to [added: feel a sense of belonging and] reach their full potential.
The Executive Compensation [added: and Talent Development] Committee of the Board has the overall responsibility of evaluating the performance of the CEO and approving the compensation structure for senior management and other key employees.
The Executive Compensation [added: and Talent Development] Committee determines performance goals under our incentive program annually to ensure our executive officers execute on short-term financial and strategic initiatives that drive our business strategy and long-term shareholder value.
This program emphasizes creative strategies to improve and strengthen strategic customer relationships with emphasis on creating [removed: value for customers and promoting post-sale service.]
Complementing this program are regional Albemarle sales and technical personnel [removed: around the world] who serve [removed: numerous additional customers globally.][added: our global customer base.]
We also utilize [removed: commissioned] sales representatives and specialists in specific market areas when necessary or required by law.
As of December 31, [removed: 2023,] [added: 2024,] we owned more than [removed: 1,600] [added: 1,650] active patents and more than [removed: 550] [added: 400] pending patent applications in key [added: strategic markets worldwide.]
We finished [removed: 2023] [added: 2024] with an OSHA occupational injury and illness incident rate of [removed: 0.14] [added: 0.13] for Albemarle employees and nested contractors, compared to 0.14 in [removed: 2022.][added: 2023.]
[added: We may have] liability as a potentially responsible party (“PRP”) with respect to active off-site locations under CERCLA or state equivalents.
We provide solutions to companies pursuing alternative fuel products and technologies (such as renewable fuels), [removed: emission] [added: pollution] control technologies (including mercury emissions), alternative transportation vehicles and energy storage technologies and other similar solutions.
We have established greenhouse gas emission targets for each of our businesses, including reducing the scope 1 and 2 carbon-intensity of our Specialties and Ketjen businesses by 35% by [removed: 2030,] [added: 2030 (from a 2019 baseline),] and growing our Energy Storage business in a carbon-intensity neutral manner through 2030.
Our goal is to reduce our intensity of freshwater usage by 25% by 2030 [added: (from a 2019 baseline)] in areas of high or extremely high water [removed: risk] [added: risk, such] as [added: Chile and Jordan, as] defined by the World Resources [removed: Institute, such as Chile and Jordan.][added: Institute.]
[removed: Our natural] resource management includes mineral resource transparency with local communities, governments, regulators and other key stakeholders, as well as [removed: partnering with the Initiative for Responsible Mining Assurance for our] [added: leveraging industry best practices in] lithium production for the assurance of responsible mining.
The following is a summary of our significant [removed: acquisitions, joint ventures] [added: acquisitions] and [removed: divestitures] [added: joint venture agreement restructurings] over the last three years.
During the fourth quarter of 2023, Albemarle paid MRL approximately $380 million in cash, which includes [added: $180 million of consideration for the remaining ownership of Kemerton as well as a payment for the economic effective date of the transaction being retroactive to April 1, 2022.]
These transactions reflect our commitment to investing in future growth of our high priority [removed: businesses, maintaining leverage flexibility and returning capital to our shareholders.][added: businesses.]
Effective November 1, 2024, we transitioned our operating structure from two core global business units - Energy Storage and Specialties - to a fully integrated functional model designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
In addition, our Ketjen business continues to be operated under a separate, wholly-owned subsidiary.
We will continue to report results across three existing operating segments: Energy Storage, Specialties and Ketjen.
The segments are organized based on their similar markets, customers, economic characteristics and production processes.
Raw Materials and Significant Supply Sources
The lithium concentrate used in our lithium specialties products are originally sourced from the same sources as the Energy Storage lithium concentrate noted above.
Raw Materials and Significant Supply Sources
We strive to foster positive relationships with our employees and their representatives.
Our internal incident and issues management system gives all employees the ability to report incidents anonymously without fear of retaliation, and allow us to be more proactive in developing safety programs that address at-risk conditions or behaviors, which could lead to an incident.
In 2024, we maintained
Talent and Culture
It is important for us to have a workforce of highly engaged employees who understand how their work connects to Albemarle’s purpose and values.
We have measured employee engagement through an empowerment survey, which tracks job satisfaction and how likely an employee is to recommend Albemarle to people they know.
In addition, we are committed to empowering and supporting the next generation of talent in their career development by engaging in various initiatives to attract people from all backgrounds to our internship, co-op and rotational development programs.
We develop holistic inclusion and belonging initiatives to foster a values-driven workplace where all individuals feel a sense of belonging as they grow in their professions.
We continue to pursue strategies and partnerships to attract highly qualified applicants from all backgrounds, offer cross-cultural learning sessions for our employees, and assess promotion, retention, and turnover data to identify potential opportunities for greater inclusion efforts.
Human Rights
Albemarle is guided by its Code of Conduct, which sets forth the high ethical standards we have for all employees and encourages a ‘Speak Up’ culture.
We understand our responsibility to uphold the human rights of our employees, workers in our supply chain, members of our communities and other stakeholders.
We recognize the human rights of our stakeholders as expressed in the International Bill of Human Rights and the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work.
We acknowledge the human rights of Indigenous Peoples in culturally sensitive locations, such as Chile and Western Australia, where our sites are located on Indigenous Peoples’ lands through clear policy commitments, due diligence initiatives, formal community agreements and accessible grievance mechanisms for reporting concerns.
Albemarle offers multiple avenues for employees and stakeholders to raise concerns.
We maintain internal investigation standards to thoroughly review and address concerns that may arise.
We take measures to maintain confidentiality, protect the integrity of all investigations, and prevent retaliation against those who speak up in good faith.
In conducting investigations, we are committed to the U.N. Guiding Principles on Business and Human Rights.
value for customers and promoting post-sale service.
The Company believes the duration of its intellectual property rights is adequate relative to the expected lives of its products and services.
Our natural
Effective January 1, 2023, the Company realigned its Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment.
In addition, the Company announced its decision to retain its Catalysts business under a separate, wholly-owned subsidiary renamed Ketjen.
Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset efficiency, market focus, agility and responsiveness.
Ltd., a company incorporated in Australia
As necessary, we can also obtain lithium from other sources.
Oil refinery utilization continues to return to more typical rates after low refinery utilization during the COVID pandemic periods.
We believe that we generally have a good relationship with our employees, and with those unions and works councils.
Diversity, Equity and Inclusion
Led by our Vice President, Diversity and Inclusion, we strive to develop inclusion and diversity initiatives and deliver meaningful change in our global organization.
A primary focus in our recruiting efforts is to drive greater diversity in our workforce, including higher representation in the professional and managerial job categories.
We want to ensure that our workplace reflects the communities in which we live and work.
Our recruiting policy includes a requirement that we include individuals from gender or racial minority groups among those we interview for openings at the manager level and above.
Investment in Talent
strategic markets worldwide.
We may have
In 2022, we introduced a goal to reduce 90% of our sulfur oxide (SOx) emissions by 2027.
During recent years, we have devoted resources to acquisitions and joint ventures, including the subsequent integration of acquired businesses.
These acquisitions and joint ventures have expanded our base business, provided our customers with a wider array of products and presented new alternatives for discovery through additional chemistries.
In addition, we have pursued opportunities to divest businesses that do not fit our high priority business growth profile.
$180 million of consideration for the remaining ownership of Kemerton as well as a payment for the economic effective date of the transaction being retroactive to April 1, 2022.
On June 1, 2021, we completed the sale of our fine chemistry services (“FCS”) business to W. R. Grace & Co. (“Grace”) for proceeds of approximately $570 million, consisting of $300 million in cash and the issuance to Albemarle of preferred equity of a Grace subsidiary having an aggregate stated value of $270 million.
As part of the transaction, Grace acquired our manufacturing facilities located in South Haven, Michigan and Tyrone, Pennsylvania.
Item 3. Legal Proceedings.
1 rewritten, 0 added, 0 removed, 6 unchanged
In addition, the information set forth under Note [removed: 17,] [added: 15,] “Commitments and Contingencies – Litigation” to the Consolidated Financial Statements of this Annual Report on Form 10-K is incorporated herein by reference.
Cover and table of contents
29 rewritten, 6 added, 5 removed, 96 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $26.2] [added: $11.2] billion based on the last reported sale price of common stock on June [removed: 30, 2023,] [added: 28, 2024,] the last business day of the registrant’s most recently completed second quarter.
Number of shares of common stock outstanding as of February [removed: 7, 2024: 117,402,949][added: 5, 2025: 117,573,461]
Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Year Ended December 31, [removed: 2023][added: 2024]
| [Item [removed: 1.](#ic13e11899bc342f087936c508240b2eb_13)] [added: 1.](#if9a85863bed24a36a20f32f70250589c_13)] | | | [removed: [Business](#ic13e11899bc342f087936c508240b2eb_13)] [added: [Business](#if9a85863bed24a36a20f32f70250589c_13)] | | | [removed: [3](#ic13e11899bc342f087936c508240b2eb_13)] [added: [3](#if9a85863bed24a36a20f32f70250589c_13)] | | |
| [Item [removed: 1A.](#ic13e11899bc342f087936c508240b2eb_16)] [added: 1A.](#if9a85863bed24a36a20f32f70250589c_16)] | | | [Risk [removed: Factors](#ic13e11899bc342f087936c508240b2eb_16)] [added: Factors](#if9a85863bed24a36a20f32f70250589c_16)] | | | [removed: [9](#ic13e11899bc342f087936c508240b2eb_16)] [added: [9](#if9a85863bed24a36a20f32f70250589c_16)] | | |
| [Item [removed: 1B.](#ic13e11899bc342f087936c508240b2eb_19)] [added: 1B.](#if9a85863bed24a36a20f32f70250589c_19)] | | | [Unresolved Staff [removed: Comments](#ic13e11899bc342f087936c508240b2eb_19)] [added: Comments](#if9a85863bed24a36a20f32f70250589c_19)] | | | [removed: [28](#ic13e11899bc342f087936c508240b2eb_19)] [added: [30](#if9a85863bed24a36a20f32f70250589c_19)] | | |
| [Item [removed: 1C.](#ic13e11899bc342f087936c508240b2eb_2222)] [added: 1C.](#if9a85863bed24a36a20f32f70250589c_22)] | | | [removed: [Cybersecurity](#ic13e11899bc342f087936c508240b2eb_2222)] [added: [Cybersecurity](#if9a85863bed24a36a20f32f70250589c_22)] | | | [removed: [28](#ic13e11899bc342f087936c508240b2eb_2222)] [added: [30](#if9a85863bed24a36a20f32f70250589c_22)] | | |
| [Item [removed: 2.](#ic13e11899bc342f087936c508240b2eb_22)] [added: 2.](#if9a85863bed24a36a20f32f70250589c_25)] | | | [removed: [Properties](#ic13e11899bc342f087936c508240b2eb_22)] [added: [Properties](#if9a85863bed24a36a20f32f70250589c_25)] | | | [removed: [29](#ic13e11899bc342f087936c508240b2eb_22)] [added: [31](#if9a85863bed24a36a20f32f70250589c_25)] | | |
| [Item [removed: 3.](#ic13e11899bc342f087936c508240b2eb_25)] [added: 3.](#if9a85863bed24a36a20f32f70250589c_28)] | | | [Legal [removed: Proceedings](#ic13e11899bc342f087936c508240b2eb_25)] [added: Proceedings](#if9a85863bed24a36a20f32f70250589c_28)] | | | [removed: [51](#ic13e11899bc342f087936c508240b2eb_25)] [added: [54](#if9a85863bed24a36a20f32f70250589c_28)] | | |
| [Item [removed: 4.](#ic13e11899bc342f087936c508240b2eb_28)] [added: 4.](#if9a85863bed24a36a20f32f70250589c_31)] | | | [Mine Safety [removed: Disclosures](#ic13e11899bc342f087936c508240b2eb_28)] [added: Disclosures](#if9a85863bed24a36a20f32f70250589c_31)] | | | [removed: [51](#ic13e11899bc342f087936c508240b2eb_28)] [added: [54](#if9a85863bed24a36a20f32f70250589c_31)] | | |
| | | | [Executive Officers of the [removed: Registrant](#ic13e11899bc342f087936c508240b2eb_31)] [added: Registrant](#if9a85863bed24a36a20f32f70250589c_34)] | | | [removed: [51](#ic13e11899bc342f087936c508240b2eb_31)] [added: [55](#if9a85863bed24a36a20f32f70250589c_34)] | | |
| [Item [removed: 5.](#ic13e11899bc342f087936c508240b2eb_37)] [added: 5.](#if9a85863bed24a36a20f32f70250589c_40)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic13e11899bc342f087936c508240b2eb_37)] [added: Securities](#if9a85863bed24a36a20f32f70250589c_40)] | | | [removed: [53](#ic13e11899bc342f087936c508240b2eb_37)] [added: [56](#if9a85863bed24a36a20f32f70250589c_40)] | | |
| [Item [removed: 6.](#ic13e11899bc342f087936c508240b2eb_40)] [added: 6.](#if9a85863bed24a36a20f32f70250589c_43)] | | | [removed: [\[Reserved\]](#ic13e11899bc342f087936c508240b2eb_40)] [added: [\[Reserved\]](#if9a85863bed24a36a20f32f70250589c_43)] | | | [removed: [54](#ic13e11899bc342f087936c508240b2eb_40)] [added: [57](#if9a85863bed24a36a20f32f70250589c_43)] | | |
| [Item [removed: 7.](#ic13e11899bc342f087936c508240b2eb_43)] [added: 7.](#if9a85863bed24a36a20f32f70250589c_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic13e11899bc342f087936c508240b2eb_43)] [added: Operations](#if9a85863bed24a36a20f32f70250589c_46)] | | | [removed: [54](#ic13e11899bc342f087936c508240b2eb_43)] [added: [57](#if9a85863bed24a36a20f32f70250589c_46)] | | |
| [Item [removed: 7A.](#ic13e11899bc342f087936c508240b2eb_76)] [added: 7A.](#if9a85863bed24a36a20f32f70250589c_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic13e11899bc342f087936c508240b2eb_76)] [added: Risk](#if9a85863bed24a36a20f32f70250589c_79)] | | | [removed: [82](#ic13e11899bc342f087936c508240b2eb_76)] [added: [84](#if9a85863bed24a36a20f32f70250589c_79)] | | |
| [Item [removed: 8.](#ic13e11899bc342f087936c508240b2eb_79)] [added: 8.](#if9a85863bed24a36a20f32f70250589c_82)] | | | [Financial Statements and Supplementary [removed: Data](#ic13e11899bc342f087936c508240b2eb_79)] [added: Data](#if9a85863bed24a36a20f32f70250589c_82)] | | | [removed: [84](#ic13e11899bc342f087936c508240b2eb_79)] [added: [86](#if9a85863bed24a36a20f32f70250589c_82)] | | |
| [Item [removed: 9.](#ic13e11899bc342f087936c508240b2eb_181)] [added: 9.](#if9a85863bed24a36a20f32f70250589c_184)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic13e11899bc342f087936c508240b2eb_181)] [added: Disclosure](#if9a85863bed24a36a20f32f70250589c_184)] | | | [removed: [137](#ic13e11899bc342f087936c508240b2eb_181)] [added: [143](#if9a85863bed24a36a20f32f70250589c_184)] | | |
| [Item [removed: 9A.](#ic13e11899bc342f087936c508240b2eb_184)] [added: 9A.](#if9a85863bed24a36a20f32f70250589c_187)] | | | [Controls and [removed: Procedures](#ic13e11899bc342f087936c508240b2eb_184)] [added: Procedures](#if9a85863bed24a36a20f32f70250589c_187)] | | | [removed: [137](#ic13e11899bc342f087936c508240b2eb_184)] [added: [143](#if9a85863bed24a36a20f32f70250589c_187)] | | |
| [Item [removed: 9B.](#ic13e11899bc342f087936c508240b2eb_187)] [added: 9B.](#if9a85863bed24a36a20f32f70250589c_190)] | | | [Other [removed: Information](#ic13e11899bc342f087936c508240b2eb_187)] [added: Information](#if9a85863bed24a36a20f32f70250589c_190)] | | | [removed: [137](#ic13e11899bc342f087936c508240b2eb_187)] [added: [143](#if9a85863bed24a36a20f32f70250589c_190)] | | |
| [Item [removed: 9C.](#ic13e11899bc342f087936c508240b2eb_190)] [added: 9C.](#if9a85863bed24a36a20f32f70250589c_193)] | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ic13e11899bc342f087936c508240b2eb_190)] [added: Inspections](#if9a85863bed24a36a20f32f70250589c_193)] | | | [removed: [137](#ic13e11899bc342f087936c508240b2eb_190)] [added: [143](#if9a85863bed24a36a20f32f70250589c_193)] | | |
| [Item [removed: 10.](#ic13e11899bc342f087936c508240b2eb_196)] [added: 10.](#if9a85863bed24a36a20f32f70250589c_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic13e11899bc342f087936c508240b2eb_196)] [added: Governance](#if9a85863bed24a36a20f32f70250589c_199)] | | | [removed: [137](#ic13e11899bc342f087936c508240b2eb_196)] [added: [144](#if9a85863bed24a36a20f32f70250589c_199)] | | |
| [Item [removed: 11.](#ic13e11899bc342f087936c508240b2eb_199)] [added: 11.](#if9a85863bed24a36a20f32f70250589c_202)] | | | [Executive [removed: Compensation](#ic13e11899bc342f087936c508240b2eb_199)] [added: Compensation](#if9a85863bed24a36a20f32f70250589c_202)] | | | [removed: [138](#ic13e11899bc342f087936c508240b2eb_199)] [added: [144](#if9a85863bed24a36a20f32f70250589c_202)] | | |
| [Item [removed: 12.](#ic13e11899bc342f087936c508240b2eb_202)] [added: 12.](#if9a85863bed24a36a20f32f70250589c_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic13e11899bc342f087936c508240b2eb_202)] [added: Matters](#if9a85863bed24a36a20f32f70250589c_205)] | | | [removed: [138](#ic13e11899bc342f087936c508240b2eb_202)] [added: [144](#if9a85863bed24a36a20f32f70250589c_205)] | | |
| [Item [removed: 13.](#ic13e11899bc342f087936c508240b2eb_205)] [added: 13.](#if9a85863bed24a36a20f32f70250589c_208)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic13e11899bc342f087936c508240b2eb_205)] [added: Independence](#if9a85863bed24a36a20f32f70250589c_208)] | | | [removed: [138](#ic13e11899bc342f087936c508240b2eb_205)] [added: [144](#if9a85863bed24a36a20f32f70250589c_208)] | | |
| [Item [removed: 14.](#ic13e11899bc342f087936c508240b2eb_208)] [added: 14.](#if9a85863bed24a36a20f32f70250589c_211)] | | | [Principal Accountant Fees and [removed: Services](#ic13e11899bc342f087936c508240b2eb_208)] [added: Services](#if9a85863bed24a36a20f32f70250589c_211)] | | | [removed: [138](#ic13e11899bc342f087936c508240b2eb_208)] [added: [144](#if9a85863bed24a36a20f32f70250589c_211)] | | |
| [Item [removed: 15.](#ic13e11899bc342f087936c508240b2eb_214)] [added: 15.](#if9a85863bed24a36a20f32f70250589c_217)] | | | [Exhibits and Financial Statement [removed: Schedules](#ic13e11899bc342f087936c508240b2eb_214)] [added: Schedules](#if9a85863bed24a36a20f32f70250589c_217)] | | | [removed: [138](#ic13e11899bc342f087936c508240b2eb_214)] [added: [145](#if9a85863bed24a36a20f32f70250589c_217)] | | |
| [Item [removed: 16.](#ic13e11899bc342f087936c508240b2eb_217)] [added: 16.](#if9a85863bed24a36a20f32f70250589c_220)] | | | [Form 10-K [removed: Summary](#ic13e11899bc342f087936c508240b2eb_217)] [added: Summary](#if9a85863bed24a36a20f32f70250589c_220)] | | | [removed: [144](#ic13e11899bc342f087936c508240b2eb_217)] [added: [151](#if9a85863bed24a36a20f32f70250589c_220)] | | |
| DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock | | | | | | ALB PR A | | | | | | New York Stock Exchange | | |
| [PART I](#if9a85863bed24a36a20f32f70250589c_10) | | | | | | | | |
| [PART II](#if9a85863bed24a36a20f32f70250589c_37) | | | | | | | | |
| [PART III](#if9a85863bed24a36a20f32f70250589c_196) | | | | | | | | |
| [PART IV](#if9a85863bed24a36a20f32f70250589c_214) | | | | | | | | |
| | | | [Signatures](#if9a85863bed24a36a20f32f70250589c_223) | | | [152](#if9a85863bed24a36a20f32f70250589c_223) | | |
| [PART I](#ic13e11899bc342f087936c508240b2eb_10) | | | | | | | | |
| [PART II](#ic13e11899bc342f087936c508240b2eb_34) | | | | | | | | |
| [PART III](#ic13e11899bc342f087936c508240b2eb_193) | | | | | | | | |
| [PART IV](#ic13e11899bc342f087936c508240b2eb_211) | | | | | | | | |
| | | | [Signatures](#ic13e11899bc342f087936c508240b2eb_220) | | | [145](#ic13e11899bc342f087936c508240b2eb_220) | | |
Item 1C. Cybersecurity.
8 rewritten, 4 added, 3 removed, 26 unchanged
[removed: Our] [added: The] cybersecurity program is [removed: overseen by our Chief Information Security Officer (“CISO”), and it is] integrated into our overall enterprise risk management framework and thus is factored into our long-term strategy and business continuity plans.
The Audit and Finance Committee [added: (“AFC”)] of our Board of Directors oversees information security matters and the Company’s cybersecurity program.
Our [removed: Chief Information Officer and CISO report] [added: CIO reports] on cybersecurity related matters, including the status of ongoing initiatives, incident reporting, compliance with regulatory requirements and industry standards, and emerging threats in global cybersecurity, on [removed: a periodic and] [added: an] as needed [removed: basis] [added: basis, but at least annually,] to the [removed: Audit] [added: AFC] and [removed: Finance Committee.][added: executive leadership.]
The [removed: Audit] [added: AFC] and [removed: Finance Committee offers] [added: executive leadership offer] guidance on certain matters and approval for material initiatives.
All business-requested technologies and third-party service providers must successfully complete a thorough cybersecurity and contract review before being approved for use, after which they [removed: become] [added: are continuously monitored as] part of our [removed: continuous] [added: supply chain] risk [removed: monitoring] [added: management] program.
Information security training is part of our compliance program, and includes mandatory security training for new hires, mandatory yearly security training for all staff, and [removed: regular] [added: periodic] phishing tests to raise awareness and response actions.
This includes a security operations center and cybersecurity [removed: engineers] [added: analysts] who provide 24/7 network monitoring.
[removed: All our] [added: Our] manufacturing sites have formal business continuity plans that address site-specific priority responses, each determined through business impact analyses that integrate within our overall corporate crisis management response plan and enterprise risk management program.
Our cybersecurity program is managed by our Cybersecurity Director and is overseen by our Chief Information Officer (“CIO”), who assumes responsibility for the Chief Information Security Officer (“CISO”) role.
Our Cybersecurity Director brings extensive experience in cybersecurity, including service in U.S. Army Cyber Operations, and has led initiatives in threat management, risk mitigation, and security architecture to strengthen enterprise resilience.
His expertise in incident response and security strategy ensures our cybersecurity program remains aligned with industry best practices and evolving cyber threats.
We conduct an annual incident response tabletop exercise as well as periodic exercises of formalized site business continuity plans.
Our CISO is a Certified Information Systems Security Professional and a Certified Ethical Hacker with more than 25 years of experience as a cybersecurity professional working extensively with critical infrastructure partners to reduce cyber risk within traditional and operation technology networks.
Our leadership team receives monthly updates on security operations and governance functions as part of monthly Information Security Council meetings led by our CISO.
We also conduct frequent drills and exercises of formal cyber response procedures and business continuity plans.
Item 2. Properties.
196 rewritten, 115 added, 82 removed, 548 unchanged
During [removed: 2023,] [added: 2024,] the Company’s manufacturing plants operated at approximately [removed: 75%] [added: 78%] capacity, in the aggregate.
| Chengdu, China | | | | | | | | | | | | Production of [removed: lithium carbonate and] technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| Kemerton, Australia | | | | | | | | | | | | Production of [removed: lithium carbonate and] technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| La Negra, Chile | | | | | | | | | | | | Production of technical and battery-grade lithium carbonate [removed: and lithium chloride] | | | | | | Owned | | |
| Xinyu, China | | | | | | | | | | | | Production of [removed: lithium carbonate and] technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| [removed: Ketjen] [added: Ketjen(b)] | | | | | | | | | | | | | | | | | | | | |
| [removed: La Voulte, France] [added: Bayport, TX] | | | | | | | | | | | | [removed: Refinery catalysts regeneration and treatment,] [added: Production of refinery catalysts,] research and [added: product] development activities | | | | | | [removed: Owned(c)] [added: Owned] | | |
[removed: *Cutoff] [added: *Cut-off] grade* - the grade (i.e.*,* the concentration of metal or mineral in rock) that determines the destination of the material during mining.
[added: Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too] high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/alb-20241231_g1.jpg)]
At December 31, [removed: 2023,] [added: 2024,] we had the following mineral extraction [removed: facilities:][added: sites:]
| Kings Mountain, NC | | | Energy Storage | | | | | | 100% | | | | | | Hard rock | | | | | | [removed: Development] [added: Exploration] | | |
Amounts represent Albemarle’s attributable portion based on ownership percentages noted above and are shown in thousands of metric tonnes of [added: lithium metal and bromine production.]
Lithium and bromine [removed: is] [added: are] extracted as brine or hard rock concentrate at the extraction facilities.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Greenbushes(b) | | | [removed: 21] [added: 19] | | | | | | [removed: 19] [added: 21] | | | | | | [removed: 13] [added: 19] | | |
| Wodgina(c) | | | [removed: 7] [added: 6] | | | | | | [removed: 3] [added: 7] | | | | | | [removed: —] [added: 3] | | |
| Salar de Atacama(d) | | | [removed: 10] [added: 13] | | | | | | 10 | | | | | | [removed: 8] [added: 10] | | |
| Total lithium metal | | | 39 | | | | | | [removed: 33] [added: 39] | | | | | | [removed: 22] [added: 33] | | |
| Safi(e)(f) | | | [removed: 58] [added: 56] | | | | | | [removed: 60] [added: 58] | | | | | | [removed: 57] [added: 60] | | |
| Magnolia, AR(g) | | | [removed: 82] [added: 65] | | | | | | [removed: 73] [added: 82] | | | | | | [removed: 71] [added: 73] | | |
| Total bromine | | | [removed: 140] [added: 121] | | | | | | [removed: 133] [added: 140] | | | | | | [removed: 128] [added: 133] | | |
(d) The Salar de Atacama operation also produces potash (potassium chloride), [removed: bichofite,] [added: bischofite,] halite and sylvinite as byproducts.
The following table provides a summary of our mineral resources, exclusive of reserves, at December 31, [removed: 2023.][added: 2024.]
As such, there are no specific resources owned by JBC, but Albemarle’s joint venture partner, Arab Potash Company (“APC”) has exclusive rights granted by the Hashemite [removed: Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals.]
The measured resource of bromide ion attributable to Albemarle’s 50% interest in its JBC joint venture is estimated to be approximately [removed: 175.69] [added: 173.93] million metric tonnes.
Bromide concentration in the Dead Sea is estimated to average approximately [removed: 5,000] [added: 5,037] parts per million (“ppm”).
The following table provides a summary of our mineral reserves at December 31, [removed: 2023.][added: 2024.]
| Lithium - Hard [removed: Rock(a):] [added: Rock:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Silver Peak, NV | | | 14 | | | | | | [removed: 94] [added: 97] | | | | | | [removed: 54] [added: 66] | | | | | | [removed: 95] [added: 119] | | | | | | [removed: 68] [added: 79] | | | | | | [removed: 95] [added: 115] | | |
[removed: (b)] [added: (a)] Through our Windfield joint venture, we own a 49% interest in the Greenbushes mine.
(c) The concentration of bromine at the Magnolia site varies based on the physical location of the field and can range over [removed: 6,000] [added: 6,600] mg/L.
The mineral reserve estimate for the Safi, Jordan bromine site attributable to Albemarle’s 50% interest in its JBC joint venture is approximately [removed: 2.07] [added: 2.0] million metric tonnes of bromine from the Dead Sea.
[removed: Bromine] [added: Bromide ion] concentration [added: of concentrated bromide-enriched brine from the APC evaporation pond] used to [removed: calculate] [added: estimate] the reserve [removed: estimate] from the Dead Sea was approximately [removed: 7,645] [added: 8,742] ppm based on historical pumping.
Differences between the amounts in the table above and those amounts in the technical report summaries represent estimated depletion from the effective date of the report until December 31, [removed: 2023, and in the case of Wodgina, the decrease in ownership interest to 50% from 60%.][added: 2024.]
[removed: Our mineral resource and reserve estimates are based on many factors, including the area and volume] covered by our mining rights, assumptions regarding our extraction rates based upon an expectation of operating the mines on a long-term basis and the quality of in-place reserves.
][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/alb-20241231_g2.jpg)]
The lithium mining operation is near the Greenbushes townsite located in the Shire of [removed: Bridgetown-][added: Bridgetown-Greenbushes.]
[removed: All lithium mining activities, including tailings storage, processing plant operations, open pits] and waste rock dumps, are currently carried out within the boundaries of the three mining leases plus two general purpose leases.
As of December 31, [removed: 2023,] [added: 2024,] our 49% ownership interest of the gross asset value of the facilities at the Greenbushes site was approximately [removed: $803.5] [added: $843.8] million.
| Meishan, China | | | | | | | | | | | | Production of technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Pasadena, TX | | | | | | | | | | | | Production of variety of chemical products, including aluminum and magnesium alkyls and alkyltes | | | | | | Owned | | |
| | | | | | | | | | | | | | | | | | | | | |
(b) Immaterial production facilities owned by unconsolidated joint ventures are not listed.
| Argentina | | | | | | | | | | | | | | | | | | | | | | | |
| Antofalla | | | Energy Storage | | | | | | 100% | | | | | | Brine | | | | | | Exploration | | |
| Greenbushes(a) | | | — | | | | | | — | | | | | | 37,500 | | | | | | 1.5% | | | | | | 37,600 | | | | | | 1.5% | | | | | | 8,200 | | | | | | 1.7% | | |
| Wodgina(b) | | | — | | | | | | — | | | | | | 23,300 | | | | | | 0.8% | | | | | | 23,300 | | | | | | 0.8% | | | | | | 14,500 | | | | | | 1.1% | | |
| Kings Mountain, NC | | | — | | | | | | — | | | | | | 63,860 | | | | | | 1.4% | | | | | | 63,860 | | | | | | 1.4% | | | | | | 27,610 | | | | | | 1.2% | | |
| Argentina | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Antofalla | | | 521 | | | | | | 427 | | | | | | 382 | | | | | | 381 | | | | | | 903 | | | | | | 406 | | | | | | 888 | | | | | | 364 | | |
| Salar de Atacama | | | 618 | | | | | | 2,176 | | | | | | 481 | | | | | | 1,868 | | | | | | 1,099 | | | | | | 2,041 | | | | | | 166 | | | | | | 1,558 | | |
| Silver Peak, NV | | | 7 | | | | | | 169 | | | | | | 11 | | | | | | 155 | | | | | | 17 | | | | | | 160 | | | | | | 102 | | | | | | 130 | | |
Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 74,500 | | | | | | 1.8% | | | | | | 74,500 | | | | | | 1.8% | | |
| Wodgina(b) | | | — | | | | | | — | | | | | | 55,950 | | | | | | 1.3% | | | | | | 55,950 | | | | | | 1.3% | | |
| Salar de Atacama | | | 311 | | | | | | 2,405 | | | | | | 147 | | | | | | 2,023 | | | | | | 458 | | | | | | 2,270 | | |
| Magnolia, AR(c) | | | 2,468 | | | | | | | | | | | | 467 | | | | | | | | | | | | 2,935 | | | | | | | | |
(b) Through our MARBL joint venture, we own a 50% interest in Wodgina.
We are therefore reporting 50% of Wodgina’s mineral resources.
Our mineral resource and reserve estimates are based on many factors, including the area and volume
All lithium mining activities, including tailings storage, processing plant operations, open pits
- Classification of the Mineral Resource has taken into account varying confidence levels and assessment, and whether the appropriate account has been taken for all relevant factors, i.e., relative confidence in tonnage/grade, computations, confidence in the continuity of geology and grade, quantity and distribution of the data and the results reflect the view of the QP.
- The cut-off grade of 0.55% Li2O is based on estimated mining and processing costs and recovery factors.
- The long-term price of $1,500/metric tonne of product over a timeline of 7 to 10 years is above the current spot price and was selected based on the reasonable long-term prospect rather than the short-term viability (0.5 to 2 years).
The overall increase in mineral resources was primarily driven by changes in the reporting cut-off grade, as well as the pit shell used to report the mineral resources.
| Open Pit | | | 72,000 | | | | | | 1.8% | | | | | |
| Stockpiles | | | 900 | | | | | | 2.4% | | | | | |
| Tailings Storage Facilities | | | 1,600 | | | | | | 1.4% | | | | | |
- Mineral reserves are reported on a dry basis
- Based on a selling price of $1,300/metric tonne cost, insurance and freight (“CIF”) China/Korea/Japan (“CKJ”) of chemical grade concentrate (6% Li2O) and concentrate transport and selling cost of $9.75/metric tonne.
- Assumes a 98% global grade factor.
- Diluted by approximately 13.0% through the removal of non-pegmatite blocks and ore blocks contaminated with iron oxide.
- Assumes variable mining recoveries based on grade, oxidation, thickness, and search distance, sourced from the Company.
The total mining recoveries are 91.1% for the open cut pit and 100% for the tailings storage facilities.
- Where a mining block with Li2O grade greater than or equal to 0.7% and less than or equal to 1.9%, and with iron oxide (Fe₂O₃) content greater than or equal to 2.9%, the block is reallocated as contaminated ore and is treated as stockpiled for future processing for the purposes of reporting mineral reserves.
Material above 1.9% is treated as direct ore feed.
The tailings storage facility formula is mass yield % = 41.4 and the TRP formula is mass yield % = 13.6.
| Bitterfeld, Germany | | | | | | | | | | | | Refinery catalyst regeneration, rejuvenation, and sulfiding | | | | | | Owned(c) | | |
| McAlester, OK | | | | | | | | | | | | Refinery catalyst regeneration, rejuvenation, pre-reclaim burn off, as well as specialty zeolites and additives marketing activities | | | | | | Owned(c) | | |
| Pasadena, TX(b) | | | | | | | | | | | | Production of aluminum alkyls, orthoalkylated anilines, refinery catalysts and other specialty chemicals; refinery catalysts regeneration services and research and development activities | | | | | | Owned | | |
| Takaishi City, Osaka, Japan | | | | | | | | | | | | Production of aluminum alkyls | | | | | | Owned(c) | | |
(b) The Pasadena, Texas location includes three separate manufacturing plants, primarily utilized by Ketjen, that are owned, including one plant that is owned by an unconsolidated joint venture.
Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too
lithium metal and bromine production.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 37,100 | | | | | | 1.48% | | | | | | 37,100 | | | | | | 1.48% | | | | | | 5,800 | | | | | | 1.19% | | |
| Wodgina(b) | | | — | | | | | | — | | | | | | 8,800 | | | | | | 1.31% | | | | | | 8,800 | | | | | | 1.31% | | | | | | 81,700 | | | | | | 1.12% | | |
| Kings Mountain, NC | | | — | | | | | | — | | | | | | 46,816 | | | | | | 1.37% | | | | | | 46,816 | | | | | | 1.37% | | | | | | 42,869 | | | | | | 1.10% | | |
| Salar de Atacama | | | 471 | | | | | | 2,390 | | | | | | 363 | | | | | | 1,943 | | | | | | 834 | | | | | | 2,195 | | | | | | 237 | | | | | | 1,617 | | |
| Silver Peak, NV | | | 14 | | | | | | 153 | | | | | | 36 | | | | | | 144 | | | | | | 50 | | | | | | 146 | | | | | | 90 | | | | | | 121 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Greenbushes(b) | | | — | | | | | | — | | | | | | 71,800 | | | | | | 1.82% | | | | | | 71,800 | | | | | | 1.82% | | |
| Salar de Atacama | | | 321 | | | | | | 2,354 | | | | | | 210 | | | | | | 2,050 | | | | | | 531 | | | | | | 2,226 | | |
| Magnolia, AR(c) | | | 2,706 | | | | | | | | | | | | 611 | | | | | | | | | | | | 3,317 | | | | | | | | |
(a) The Wodgina mine is at an initial assessment level, and as a result, contains no mineral reserves.
Mineral reserve estimates are not applicable for the Kings Mountain site.
Greenbushes.
- Mineral resources have been categorized subject to the opinion of the QP based on the quality of informing data for the estimate, consistency of geological/grade distribution, and data quality.
- Mineral resources which are contained within the mineral reserves pit design may be excluded from mineral reserves due to an Inferred classification.
- All indicated stockpiled resources have been converted to mineral reserves.
◦Chemical grade plant weight recovery (mass yield) varies as a function of Li2O% grade.
The mass yield equation used for reasonable prospects for economic extraction pit optimization is Mass Yield %=9.362 x Li2O%^1.319 - 1.5, subject to a 97% recovery limitation when the Li2O grade exceeds 5.8%.
Recovery is set to zero when the mass yield equation result for a block is less than zero.
◦Derivation of economic cutoff grade for mineral resources is based on the mine gate pricing of $1,525/t of 6% Li2O concentrate.
The mine gate price is based on $1,650/t-conc CIF less $125/t-conc for government royalty and transportation to China.
SRK notes actual economic cutoff grade is lower, but it is the QP’s opinion to use a 0.7% Li2O cutoff grade to align with current site practices.
◦An overall 40° (east side) and 47° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery.
◦Mineral resources were reported above the assigned 0.7% Li2O cutoff grade and are constrained by an optimized 0.90 revenue factor pit shell.
◦No infrastructure movement capital costs have been added to the optimization.
The overall decrease in mineral resources was primarily driven by an update of the resource model as a result of the availability of new drilling data as well as mine depletion during 2023.
| Reserve Pit | | | 70,400 | | | | | | 1.81% | | | | | |
| Stockpiles | | | 1,400 | | | | | | 2.51% | | | | | |
- Indicated in situ resources have been converted to Probable reserves.
- Indicated stockpile resources have been converted to Probable mineral reserves.
◦Mineral reserves are based on a mine gate price of $1,383/metric tonne of chemical grade concentrate (6% Li2O).
◦Mineral reserves assume 93% global mining recovery.
◦Mineral reserves are diluted at approximately 5% at zero grade for all mineral reserve blocks in addition to internal dilution built into the resource model (2.8% with the assumed selective mining unit of 5 meter x 5 meter x 5 meter).
The weighted average life of mine mass yield for the four chemical grade plants is 19.5%.
An excerpt. Shown here: 40 of 196 rewritten, 40 of 115 added and 40 of 82 removed. The counts are complete. For every sentence, read Item 2. Properties. in the FY2024 filing and the FY2023 filing.
Item 4. Mine Safety Disclosures.
32 rewritten, 35 added, 36 removed, 27 unchanged
The names, ages and biographies of our executive officers, as of February [removed: 15, 2024,] [added: 12, 2025,] are set forth below.
The term of office of each officer is until the meeting of the Board of Directors following the next annual shareholders’ meeting in May [removed: 2024.][added: 2025.]
| J. Kent Masters | | | | | | [removed: 63] [added: 64] | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | |
| Neal R. Sheorey | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Chief Financial Officer | | |
| Melissa [added: H.] Anderson | | | | | | [removed: 59] [added: 60] | | | | | | [removed: Senior] [added: Executive] Vice President, Chief [removed: Human Resources] [added: People and Transformation] Officer | | |
| [removed: John C. Barichivich III] [added: Donald J. LaBauve, Jr.] | | | | | | [removed: 56] [added: 58] | | | | | | Vice President, Corporate [removed: Controller,] [added: Controller and] Chief Accounting Officer | | |
| [removed: Kristin M. Coleman] [added: Stacy G. Grant] | | | | | | [removed: 55] [added: 37] | | | | | | [removed: Executive] [added: Senior] Vice President, General [removed: Counsel and] [added: Counsel,] Corporate Secretary [added: and Chief Compliance Officer] | | |
| [removed: Netha Johnson] [added: Michael J. Simmons] | | | | | | [removed: 53] [added: 61] | | | | | | President, [removed: Specialties] [added: Ketjen] Global Business Unit | | |
| Cynthia [added: R.] Lima | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President, Chief External Affairs and Communications Officer | | |
[removed: | Michael Simmons | | | | | | 60 | | | | | |] [added: Simmons joined Albemarle as] President, Ketjen [removed: Global Business Unit | | |][added: global business unit in June 2023.]
Kent Masters has served as [removed: Chairman, President] [added: Chairman] and Chief Executive Officer [removed: in] [added: of Albemarle since] April 2020.
He joined the Albemarle board of directors in 2015 [added: as part of the Company’s Rockwood Holdings Inc. acquisition] and served as [removed: Lead Independent Director] [added: lead independent director] from 2018 until April 2020.
[removed: Prior to] [added: Before] joining Albemarle, Mr. Masters served as [removed: Operating Partner] [added: operating partner] of Advent International, an international private equity group.
Prior to Advent, he [removed: served as Chief Executive Officer] [added: was chief executive officer] of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, [removed: when Foster Wheeler AG was acquired by Amec plc] [added: from 2011] to [removed: form Amec Foster Wheeler plc.][added: 2014.]
He is also a former member of the executive board of Linde AG, a global leader in manufacturing and sales of industrial [removed: gases, with responsibility for the Americas, Africa, and the South Pacific.][added: gases.]
Prior to joining Albemarle, Mr. Sheorey served for more than 20 years in progressive [added: leadership roles in] finance, business and corporate [removed: leadership roles at] [added: organizations for] The Dow Chemical Company (“Dow”), [removed: most recently serving as vice president of Dow’s Coatings and Performance Monomers business unit from February 2020 to November 2023.][added: a global materials science company.]
Previously, Mr. Sheorey served as Dow’s [removed: Vice President] [added: vice president] of [removed: Investor Relations from January 2016 to February 2020, Senior Director] [added: investor relations, senior director] of [removed: Corporate Development from 2015 to 2016] [added: corporate development] and [removed: Global Finance Director] [added: global finance director] for the Chemicals business [removed: group from 2012 to 2015.][added: group.]
Melissa Anderson joined Albemarle [removed: as Senior] [added: Executive] Vice [removed: President,] [added: President and] Chief [removed: Human Resources] [added: People] Officer in January [added: of] 2021.
Prior to joining Albemarle, Ms. Anderson served as [removed: Executive Vice President, Administration] [added: executive vice president, administration] and [removed: Chief Human Resources Officer at] [added: chief human resources officer for] Duke Energy, an American electric power holding [removed: company based in North Carolina,] [added: company,] from January 2015 to August 2020.
[removed: She] [added: Ms. Anderson] is [removed: also] a member of the advisory board for the Center for Executive Succession at the University of South [removed: Carolina's] [added: Carolina’s] Darla Moore School of Business.
[removed: Barichivich III] [added: LaBauve, Jr.] was appointed [removed: Vice President,] [added: Albemarle’s] Corporate Controller and Chief Accounting Officer [removed: effective] [added: in] November [removed: 2019.][added: 2024.]
[added: Since joining Albemarle in 1990,] Mr. [removed: Barichivich] [added: LaBauve] has [removed: worked for Albemarle since 2007, holding] [added: held] various staff and leadership positions of increasing [removed: responsibility.][added: responsibility within the finance function.]
[removed: Most recently, Mr. Barichivich] [added: He previously] served as [removed: Chief Financial Officer and Vice President Finance, Purchasing,] [added: vice president, corporate controller] and [removed: S&OP Catalysts global business unit] [added: chief accounting officer] from February [removed: 2019] [added: 2014] to November [removed: 2019.][added: 2019 after having previously served as vice president, finance - business operations.]
Mr. Johnson has more than [removed: 20] [added: 25] years of diverse leadership experience, [removed: both domestically and internationally, including having worked extensively] [added: with extensive work experience] in Singapore, Malaysia, Taiwan, Japan and Germany.
[removed: Most recently, he] [added: He] served as [removed: Vice President] [added: vice president] and [removed: General Manager,] [added: general manager,] Electrical Markets Division, where he was directly responsible for 3M’s electrical and renewable energy solutions.
Preceding his business career, [removed: Mr. Johnson] [added: he] served as a U.S. Naval Officer.
[removed: Ms. Lima] [added: Cynthia Lima] joined Albemarle in February 2023 as Chief Communications Officer.
Prior to joining Albemarle, Ms. Lima founded [removed: C-Suite Communications,] a communications and public affairs [removed: consultancy, in 2010.][added: consultancy and held senior positions at domestic and global public relations agencies.]
[removed: Previously,] Ms. Lima [added: also] served [removed: in] [added: at] the U.S. Department of State [removed: from 2001] [added: as a principal media advisor] to [removed: 2003] [added: the secretary of state] and [added: as a senate-confirmed presidential appointee at the] U.S. Department of Veterans [removed: Affairs from 2003 to 2005, where she was a senate-confirmed presidential appointee.][added: Affairs.]
[removed: Eric Norris] [added: He joined Albemarle in January 2018 as chief strategy officer and] was appointed [removed: President, Lithium] [added: president of the lithium global business] (now Energy Storage) [removed: global business unit] in August 2018.
Prior to joining Albemarle, Mr. Norris served as [removed: President] [added: president] of Health and Nutrition for FMC [removed: Corporation from 2015 to November 2017.][added: Corporation.]
During his 16-year FMC career, he served in additional leadership roles [removed: including Investor Relations, Corporate Development] [added: in investor relations] and [removed: Director] [added: corporate development and was director] of FMC Healthcare Ventures.
| Netha N. Johnson | | | | | | 54 | | | | | | Executive Vice President, Chief Operations Officer | | |
| Eric W. Norris | | | | | | 58 | | | | | | Executive Vice President, Chief Commercial Officer | | |
| Mark R. Mummert | | | | | | 57 | | | | | | Senior Vice President, Chief Capital, Resources and Supply Chain Officer | | |
He serves on the board of directors of Vibrantz Technologies, a global technology leader in color solutions, functional coatings and specialty minerals.
He is also a member of the Charlotte Executive Leadership Council.
He served as vice president of Dow’s Coatings and Performance Monomers business unit, where he was responsible for the group’s strategy, profitability and growth initiatives.
In November 2024, she assumed responsibility for enterprise transformation.
In this role, she is responsible for leading the transition to a fully integrated functional model along with execution of the Human Resources’ strategic plan and key initiatives.
Previously, she served in senior leadership roles at Domtar Corporation, The Pantry, Inc. and with IBM Corporation.
She serves on the board of directors of Vulcan Materials and as a member of the advisory board of the HR Policy Association.
She also serves on the board of directors for the Society for Human Resource Management (SHRM), previously serving as its chair.
Netha N.
Johnson joined the company in 2018 as president of Albemarle’s Bromine Specialties business and was appointed Chief Operations Officer in November 2024.
Mr. Johnson is a member of the board of directors of Xcel Energy, where he serves as a member of the Finance Committee and the Operations, Nuclear, Environmental and Safety Committee.
Eric Norris is Executive Vice President and Chief Commercial Officer for Albemarle.
In his current role, Mr. Norris is responsible for enterprise sales, commercial excellence, field and digital marketing, as well as product management.
He started his career in a range of leadership roles with the Rohm and Haas Company.
Mr. Norris is a member of the board of directors of Communities in Schools of Charlotte-Mecklenburg.
Stacy G.
Grant joined Albemarle in May of 2023 as vice president and deputy general counsel, global corporate affairs and has more than 10 years of broad legal experience, navigating complex legal and regulatory landscapes.
She led the legal team’s support for mergers and acquisition work, as well as issues regarding supply chain, labor and employment, capital projects and IT.
Prior to Albemarle, she served as Honeywell International’s vice president and general counsel – M&A and ventures.
In this role, Ms. Grant was the chief transactional legal advisor across the corporation with a focus on standardizing processes, advising internal stakeholders and transaction execution.
In addition to her corporate experience, she held roles within the law firms of Moore & Van Allen PLLC, King & Spalding and Cravath, Swaine & Moore LLP.
Ms. Lima is a founding member and chair of the board of directors for The Heather Abbott Foundation.
She also serves on the board of directors for the Albemarle Foundation and the board of trustees for the Charlotte Regional Business Alliance.
Mark R.
Mummert joined Albemarle in 2019 as chief operating officer for the Energy Storage business before being appointed as Senior Vice President, Chief Capital, Resources and Supply Chain Officer in November 2024.
Before joining Albemarle, Mr. Mummert held progressive leadership roles in supply chain and global operations at FMC Corporation.
His industry experience also includes 20 years with Rohm and Haas Company in various manufacturing and engineering roles.
Additionally, Mr. Mummert spent time with Dow where he improved S&OP in supply chain and embedded operational excellence principles at manufacturing sites.
Mr. Mummert serves on the board of directors for Talison Spodumene Mine at Greenbushes, Western Australia.
Michael J.
Donald J.
Mr. LaBauve served as the chief financial officer of the lithium global business (now Energy Storage) since November 2019.
On November 6, 2023, Scott Tozier transitioned from the role of Executive Vice President and Chief Financial Officer to become a strategic advisor to the Chief Executive Officer.
| Jacobus G. Fourie | | | | | | 48 | | | | | | Chief Capital Projects Officer | | |
| Eric Norris | | | | | | 57 | | | | | | President, Energy Storage Global Business Unit | | |
Previous to that role, she held the role of Senior Vice President, Human Resources, for Domtar Corporation in South Carolina.
Her previous experience also includes 17 years with IBM in progressive Human Resources leadership roles.
Ms. Anderson serves on the board of Vulcan Materials and as Chair of the Society of Human Resource Management (SHRM), the world's largest HR professional association.
John C.
Between January 2016 and February 2019, Mr. Barichivich acted as Vice President - Finance, Bromine Specialties global business unit, and he previously served as Vice President of Finance, Catalysts global business unit from September 2012 until December 2015.
Mr. Barichivich was also the Director of Finance for the Albemarle shared service centers and he started his career with Albemarle as the Operations Controller for the Polymer Solutions business.
Prior to Albemarle, Mr. Barichivich held a number of positions, including Director of Finance at the Home Depot, CFO Sensors SBE at PerkinElmer, and Manager of FP&A at General Electric.
Mr. Barichivich began his career at Georgia Pacific, where he worked as an internal auditor and was a financial analyst supporting the restructuring of the Distribution Division.
Kristin M.
Coleman joined Albemarle in November of 2022 as Executive Vice President, General Counsel and Corporate Secretary.
Ms. Coleman has nearly 30 years of legal experience, previously serving as Executive Vice President, General Counsel, and Chief Compliance Officer at US Foods from February 2017 to November 2022.
She also served as Senior Vice President, General Counsel, and Corporate Secretary of Sears Holdings Corporation from 2014 to 2017 and as Vice President, General Counsel, and Corporate Secretary for Brunswick Corporation from 2009 to 2014.
Before moving in-house,
she worked in private practice with Sidley Austin LLP.
Ms. Coleman founded the Chicago General Counsel Forum and is a member of the Economic Club of Chicago.
She serves as a Board Member Emeritus for the Center for Enriched Living.
Jacobus G.
Fourie has served as Chief Capital Projects Officer since June 2021.
He joined Albemarle in January 2019 as Vice President, Engineering and Project Execution.
Prior to joining Albemarle, Mr. Fourie served as Senior Vice President of Capital Projects for Barrick Gold Corporation from May 2017 to November 2018, where he was responsible for projects in the U.S., Chile, Argentina and Saudi Arabia.
Previously, Mr. Fourie spent 16 years with BHP Billiton where he held various leadership roles in projects, operations, marketing and business development.
As VP Projects - Iron Ore, he oversaw a portfolio of major capital projects and sustaining capital projects in Western Australia.
As Head of Group Business Management Systems, he was responsible for implementing a large SAP system project for BHP Billiton, while based in Singapore.
Prior to this, he was Asset President of BHP Billiton’s New Mexico Coal business.
Netha Johnson joined Albemarle as President, Bromine (now Specialties) global business unit in 2018.
In this role, he was responsible for three distinct businesses comprising the Advanced Material division, which provided world-leading, innovative solutions in fluoropolymer chemicals, advanced ceramics and light-weighting materials.
Mr. Johnson has served as a member of the board of directors of Xcel Energy, Inc. since March 2020.
Cynthia Lima was appointed Senior Vice President, Chief External Affairs and Communications Officer of Albemarle in November 2023.
She held senior positions at domestic and global public relations agencies, including serving as a senior partner at SP Consulting from December 2014 to February 2023 and serving as Senior Vice President of Fleishman-Hillard Inc. from 2005 to 2010.
Mr. Norris joined Albemarle in January 2018 as Chief Strategy Officer.
Previously, he served in a variety of roles for Rohm and Haas Company including sales, marketing, strategic planning and investor relations.
Norris is a member of the board of directors of Communities in Schools of Charlotte-Mecklenburg and served as a member of the board of directors of The Zero Emission Transportation Association (ZETA) from 2021 to 2023.
Michael Simmons joined Albemarle as President, Ketjen global business unit in June 2023.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
7 rewritten, 0 added, 0 removed, 8 unchanged
Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were [removed: 117,402,949] [added: 117,573,461] shares of common stock held by [removed: 2,039] [added: 1,930] shareholders of record as of February [removed: 7, 2024.][added: 5, 2025.]
On each of February [removed: 23, 2023,] [added: 22, 2024 and] May [removed: 2, 2023,] [added: 7, 2024, we declared a dividend of $0.40 per share and on each of] July [removed: 18, 2023,] [added: 16, 2024] and October [removed: 23, 2023,] [added: 28, 2024,] we declared a dividend of [removed: $0.40] [added: $0.405] per share.
In each quarter of [removed: 2022,] [added: 2023,] we declared a dividend of [removed: $0.395] [added: $0.40] per share and, in each quarter of [removed: 2021,] [added: 2022,] we declared a dividend of [removed: $0.39] [added: $0.395] per share.
We expect to continue to declare and pay comparable dividends to our [removed: shareholders in the future, however, dividends are declared solely at]
[added: shareholders in] the [added: future, however, dividends are declared solely at the] discretion of our Board of Directors and there is no guarantee that the Board of Directors will continue to declare dividends in the future.
The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2018] [added: 2019] and the reinvestment of all dividends thereafter.
[removed: ![stock] [added: ![Stock] performance graph TSR [removed: 2023.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591324000016/alb-20231231_g8.jpg)][added: 2024.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/alb-20241231_g8.jpg)]
Item 8. Financial Statements and Supplementary Data.
754 rewritten, 446 added, 236 removed, 1,201 unchanged
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on the assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of [added: (loss)] income, of comprehensive [added: (loss)] income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
[removed: *Goodwill] [added: *Annual Goodwill] Impairment Assessment – Refining Solutions Reporting Unit*
As described in Notes 1 and [removed: 12] [added: 10] to the consolidated financial statements, the Company’s goodwill balance was [removed: $1,629.7] [added: $1,582.7] million as of December 31, [removed: 2023,] [added: 2024,] and the goodwill associated with the Refining Solutions reporting unit was [removed: $172.6] [added: $162.5] million.
Management performed the annual goodwill impairment test as of October 31, [removed: 2023] [added: 2024,] by comparing the estimated fair value of the reporting [removed: units] [added: unit] to the related carrying value.
For the [removed: Refining Solutions] [added: Energy Storage] reporting unit, the revenue growth rates, adjusted [removed: EBITDA (earnings] [added: earnings] before interest and financing expenses, income tax expense, [added: and] depreciation and [removed: amortization)] [added: amortization (“EBITDA”)] margins, and the discount rate were deemed [added: by management] to be significant assumptions.
The principal considerations for our determination that performing procedures relating to the [added: annual] goodwill impairment assessment of the Refining Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Refining Solutions reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, adjusted EBITDA margins, [added: EBITDA multiples, market participant acquisition premium,] and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Refining Solutions reporting unit; (ii) evaluating the appropriateness of the [removed: discounted cash flow model] [added: income and market approaches] used by management; (iii) testing the completeness and accuracy of underlying data used in the [removed: discounted cash flow model;] [added: income] and [added: market approaches; and] (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, adjusted EBITDA margins, [added: EBITDA multiples, market participant acquisition premium,] and the discount rate.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: discounted cash flow model] [added: income approach] and (ii) the reasonableness of the discount rate assumption.
| CONSOLIDATED STATEMENTS OF [added: (LOSS)] INCOME | | | | | | | | |
| Year Ended December 31 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net sales | | | $ | [removed: 9,617,203] [added: 5,377,526] | | | | | $ | [removed: 7,320,104] [added: 9,617,203] | | | | | $ | [removed: 3,327,957] [added: 7,320,104] | |
| Cost of goods sold(a) | | | [removed: 8,431,294] [added: 5,314,987] | | | | | | [removed: 4,245,517] [added: 8,431,294] | | | | | | [removed: 2,329,986] [added: 4,245,517] | | |
| Gross profit | | | [removed: 1,185,909] [added: 62,539] | | | | | | [removed: 3,074,587] [added: 1,185,909] | | | | | | [removed: 997,971] [added: 3,074,587] | | |
| Selling, general and administrative expenses | | | [removed: 919,493] [added: 618,048] | | | | | | [removed: 524,145] [added: 910,002] | | | | | | [removed: 441,482] [added: 524,145] | | |
| Research and development expenses | | | [removed: 85,725] [added: 86,720] | | | | | | [removed: 71,981] [added: 85,725] | | | | | | [removed: 54,026] [added: 71,981] | | |
| (Gain) loss on change in interest in properties/sale of business, net | | | [removed: (71,190)] [added: —] | | | | | | [removed: 8,400] [added: (71,190)] | | | | | | [removed: (295,971)] [added: 8,400] | | |
| Operating [added: (loss)] profit | | | [removed: 251,881] [added: (1,776,545)] | | | | | | [removed: 2,470,061] [added: 251,881] | | | | | | [removed: 798,434] [added: 2,470,061] | | |
| Interest and financing expenses | | | [removed: (116,072)] [added: (165,619)] | | | | | | [removed: (122,973)] [added: (116,072)] | | | | | | [removed: (61,476)] [added: (122,973)] | | |
| Other [removed: income (expenses),] [added: income,] net | | | [removed: 110,929] [added: 178,339] | | | | | | [removed: 86,356] [added: 110,929] | | | | | | [removed: (603,340)] [added: 86,356] | | |
| [removed: Income] [added: (Loss) income] before income taxes and equity in net income of unconsolidated investments | | | [removed: 246,738] [added: (1,763,825)] | | | | | | [removed: 2,433,444] [added: 246,738] | | | | | | [removed: 133,618] [added: 2,433,444] | | |
| Income tax expense | | | [removed: 430,277] [added: 87,085] | | | | | | [removed: 390,588] [added: 430,277] | | | | | | [removed: 29,446] [added: 390,588] | | |
| [removed: Income] [added: (Loss) income] before equity in net income of unconsolidated investments | | | [removed: (183,539)] [added: (1,850,910)] | | | | | | [removed: 2,042,856] [added: (183,539)] | | | | | | [removed: 104,172] [added: 2,042,856] | | |
| Equity in net income of unconsolidated investments (net of tax) | | | [removed: 1,854,082] [added: 715,433] | | | | | | [removed: 772,275] [added: 1,854,082] | | | | | | [removed: 95,770] [added: 772,275] | | |
| Net [added: (loss)] income | | | [removed: 1,670,543] [added: (1,135,477)] | | | | | | [removed: 2,815,131] [added: 1,670,543] | | | | | | [removed: 199,942] [added: 2,815,131] | | |
| Net income attributable to noncontrolling interests | | | [removed: (97,067)] [added: (43,972)] | | | | | | [removed: (125,315)] [added: (97,067)] | | | | | | [removed: (76,270)] [added: (125,315)] | | |
| Net [added: (loss)] income attributable to Albemarle Corporation | | | [removed: $] [added: (1,179,449)] | [removed: 1,573,476] | | | | | [removed: $] [added: 1,573,476] | [removed: 2,689,816] | | | | | [removed: $] [added: 2,689,816] | [removed: 123,672] | |
| Basic [added: (loss)] earnings per share | | | $ | [removed: 13.41] [added: (11.20)] | | | | | $ | [removed: 22.97] [added: 13.41] | | | | | $ | [removed: 1.07] [added: 22.97] | |
| Diluted [added: (loss)] earnings per share | | | $ | [removed: 13.36] [added: (11.20)] | | | | | $ | [removed: 22.84] [added: 13.36] | | | | | $ | [removed: 1.06] [added: 22.84] | |
| Weighted-average common shares outstanding—basic | | | [removed: 117,317] [added: 117,516] | | | | | | [removed: 117,120] [added: 117,317] | | | | | | [removed: 115,841] [added: 117,120] | | |
| Weighted-average common shares outstanding—diluted | | | [removed: 117,766] [added: 117,516] | | | | | | [removed: 117,793] [added: 117,766] | | | | | | [removed: 116,536] [added: 117,793] | | |
(a)Included purchases from related unconsolidated affiliates of [removed: $2.3] [added: $1.7] billion, [removed: $656.7 million] [added: $2.3 billion] and [removed: $156.3] [added: $656.7] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE [added: (LOSS)] INCOME | | | | | | | | |
| February 12, 2025 | | | | | | | | |
*Interim and Annual Goodwill Impairment Assessments – Energy Storage Reporting Unit*
As described in Notes 1 and 10 to the consolidated financial statements, the Company’s goodwill balance was $1,582.7 million as of December 31, 2024, and the goodwill associated with the Energy Storage reporting unit was $1,387.6 million.
During the third quarter of 2024, management identified a triggering event for a review for impairment of the Company’s Energy Storage reporting unit goodwill.
As a result, management tested the goodwill of the Energy Storage reporting unit by comparing its estimated fair value, using a discounted cash flow model, to the related carrying value.
Management performed the annual goodwill impairment test as of October 31, 2024, by comparing the estimated fair value of the reporting unit to the related carrying value, and management estimated the fair value using a discounted cash flow model (income) approach.
The principal considerations for our determination that performing procedures relating to the interim and annual goodwill impairment assessments of the Energy Storage reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Energy Storage reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, adjusted EBITDA margins, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Energy Storage reporting unit.
These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the Energy Storage reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, adjusted EBITDA margins, and the discount rate.
Evaluating management’s assumptions related to revenue growth rates and adjusted EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Energy Storage reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Management estimated the fair value using a combination of the discounted cash flow model (income) approach and earnings multiple (market) approach (placing equal weighting on the income and market approaches).
For the Refining Solutions reporting unit, within the Ketjen segment,
the revenue growth rates, adjusted EBITDA margins, EBITDA multiples, market participant acquisition premium, and the discount rate were deemed by management to be significant assumptions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of EBITDA multiples, market participant acquisition premium, and the discount rate assumptions.
| February 12, 2025 | | |
| Restructuring charges and asset write-offs | | | 1,134,316 | | | | | | 9,491 | | | | | | — | | |
| Mandatory convertible preferred stock dividends | | | (136,647) | | | | | | — | | | | | | — | | |
| Net (loss) income attributable to Albemarle Corporation common shareholders | | | $ | (1,316,096) | | | | | $ | 1,573,476 | | | | | $ | 2,689,816 | |
| Basic (loss) earnings per share attributable to common shareholders | | | $ | (11.20) | | | | | $ | 13.41 | | | | | $ | 22.97 | |
| Diluted (loss) earnings per share attributable to common shareholders | | | $ | (11.20) | | | | | $ | 13.36 | | | | | $ | 22.84 | |
| Cash and cash equivalents | | | $ | 1,192,230 | | | | | $ | 889,900 | |
| Total assets | | | $ | 16,609,649 | | | | | $ | 18,270,652 | |
| Mandatory convertible preferred stock, Series A, no par value, $1,000 stated value, authorized - 15,000, issued and outstanding - 2,300 in 2024 and 0 in 2023 | | | 2,235,105 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net (loss) income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,179,449) | | | | | | (1,179,449) | | | | | | 43,972 | | | | | | (1,135,477) | | |
| Common stock dividends declared, $1.61 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (189,227) | | | | | | (189,227) | | | | | | (55,363) | | | | | | (244,590) | | |
| Mandatory convertible preferred stock cumulative dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (136,647) | | | | | | (136,647) | | | | | | | | | | | | (136,647) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercise of stock options | | | | | | 6,570 | | | | | | — | | | | | | | | | | | | | | | | | | 374 | | | | | | | | | | | | | | | | | | 374 | | | | | | | | | | | | 374 | | |
| February 14, 2024 | | | | | | | | |
Management estimates the fair value using a discounted cash flow model.
| February 14, 2024 | | |
| Net investment hedge | | | — | | | | | | — | | | | | | 5,110 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2021 | | | | | | 106,842,369 | | | | | | $ | 1,069 | | | | | $ | 1,438,038 | | | | | $ | (326,132) | | | | | $ | 3,155,252 | | | | | $ | 4,268,227 | | | | | $ | 200,367 | | | | | $ | 4,468,594 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 123,672 | | | | | | 123,672 | | | | | | 76,270 | | | | | | 199,942 | | |
| Cash dividends declared, $1.56 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (182,385) | | | | | | (182,385) | | | | | | (96,136) | | | | | | (278,521) | | |
| Fees related to public issuance of common stock | | | | | | | | | | | | | | | | | | (888) | | | | | | | | | | | | | | | | | | (888) | | | | | | | | | | | | (888) | | |
| Exercise of stock options | | | | | | 302,151 | | | | | | 3 | | | | | | 18,389 | | | | | | | | | | | | | | | | | | 18,392 | | | | | | | | | | | | 18,392 | | |
| Issuance of common stock, net | | | | | | 9,919,755 | | | | | | 99 | | | | | | 1,453,789 | | | | | | | | | | | | | | | | | | 1,453,888 | | | | | | | | | | | | 1,453,888 | | |
| Cash and cash equivalents at beginning of year | | | $ | 1,499,142 | | | | | $ | 439,272 | | | | | $ | 746,724 | |
| Non-cash transfer of 40% value of construction in progress of Kemerton plant to MRL | | | 17,297 | | | | | | 122,682 | | | | | | 135,928 | | |
| Other, net | | | (114,572) | | | | | | (31,412) | | | | | | 53,521 | | |
| Cash proceeds from divestitures, net | | | — | | | | | | — | | | | | | 289,791 | | |
| Proceeds from issuance of common stock | | | — | | | | | | — | | | | | | 1,453,888 | | |
Certain products we produce are made to our customer’s specifications where such products have limited alternative use or would need significant rework costs in order to be sold to another customer.
In management’s judgment, control of these arrangements is transferred to the customer at a point in time (upon shipment or delivery) and not over the time they are produced.
Therefore revenue is recognized upon shipment or delivery of these products.
We evaluate the recovery of our property, plant and equipment by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated from the use and eventual disposition of that asset group when events
If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the carrying amount exceeds the fair value, an impairment loss is recognized.
prevention and control facilities and other administrative costs.
The performance catalyst solutions (“PCS”) reporting unit, within the Ketjen segment, has experienced declining earnings from a changing market.
During this annual impairment test, it was determined that it is expected to experience a continued decline in its foreseeable forecast, resulting in a fair value based on the present value future cash flows that was lower than its current carrying value.
As a result, the Company recorded a $6.8 million impairment loss, representing the full value of goodwill associated with the PCS reporting unit.
impaired.
In March 2020, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
The guidance applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
In January 2021, the FASB issued additional accounting guidance which clarifies that certain optional expedients and exceptions apply to derivatives that are affected by the discounting transition.
The guidance under both FASB issuances was originally effective March 12, 2020 through December 31, 2022.
However, in December 2022, the FASB issued an update to defer the sunset date of this guidance to December 31, 2024.
In October 2021, the FASB issued guidance on how to recognize and measure acquired contract assets and liabilities from revenue contracts in a business combination, which requires the acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, *Revenue from Contracts with Customers* as if it had originated the contracts.
This guidance does not currently, nor is it expected to, have a significant impact on its consolidated financial statements.
In March 2022, the FASB issued accounting guidance that expands the Company’s abilities to hedge the benchmark interest rate risk of portfolios of financial assets or beneficial interests in a fair value hedge.
This guidance expands the use of the portfolio layer method to allow multiple hedges of a single closed portfolio of assets using spot starting, forward starting, and amortizing-notional swaps.
This also permits both prepayable and non-prepayable financial assets to be included in the closed portfolio of assets hedged in a portfolio layer hedge.
In addition, this guidance requires that basis adjustments not be allocated to individual assets for active portfolio layer method hedges, but rather be maintained on the closed portfolio of assets
as a whole.
In March 2023, the FASB issued guidance requiring the Company to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term.
An excerpt. Shown here: 40 of 754 rewritten, 40 of 446 added and 40 of 236 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures.
1 rewritten, 0 added, 0 removed, 7 unchanged
No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
0 rewritten, 1 added, 4 removed, 2 unchanged
NONE
On February 9, 2024, Albemarle Corporation, Albemarle Europe Srl, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into the first amendment (the “First Amendment”) to that certain amended and restated credit agreement dated as of October 28, 2022 (the “2022 Credit Agreement”).
The First Amendment modifies the leverage ratio financial maintenance covenant in the 2022 Credit Agreement by (a) temporarily increasing the 3.50:1.0 maximum leverage ratio permitted by the covenant to (i) 5.00:1.0 (for the second quarter of 2024), (ii) 5.50:1.0 (for the third quarter of 2024), (iii) 4.00:1.0 (for the fourth quarter of 2024) and (iv) 3.75:1.0 (for the first and second quarters of 2025) and (b) adjusting the calculation of the EBITDA and net debt components that form the basis of the calculation of the consolidated leverage ratio.
The First Amendment includes certain other amendments to the 2022 Credit Agreement, including the addition of a financial covenant that will require Albemarle Corporation to maintain a specified minimum interest coverage ratio.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.52 to this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
0 rewritten, 4 added, 0 removed, 4 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| | | | | | | | | |
Item 10. Directors, Executive Officers and Corporate Governance.
3 rewritten, 1 added, 5 removed, 10 unchanged
[removed: In addition, the information in] [added: See] “Executive Officers of the Registrant” appearing after Item 4 in Part I of this Annual [removed: Report, is incorporated herein by reference.][added: Report for information regarding executive officers of the Company.]
[added: We will disclose any amendments to, or waivers from, a provision of our Code of] Conduct that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that relates to any element of the Code of Conduct as defined in Item 406 of Regulation S-K by posting such information on our website.
Our Chief Executive Officer made his annual certification to that effect to the NYSE as of May [removed: 10, 2023.][added: 20, 2024.]
The information regarding Directors under the heading “Proposal 1 - Election of Directors,” and under the subheadings “Process for Selecting Directors” and “Director Candidate Recommendations and Nominations by Shareholders” under the heading “Corporate Governance”; the information under the subheading “Delinquent Section 16(a) Reports” under the heading “Share Ownership”; and the information regarding the Audit Committee under the subheading “Committees of the Board of Directors” under the heading “Corporate Governance” in the Company’s 2025 Proxy Statement are incorporated herein by reference.
The information required by this Item 10 will be contained in the Proxy Statement and is incorporated herein by reference.
We will disclose any amendments to, or waivers from, a provision of our Code of
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
Item 11. Executive Compensation.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information under the heading “Director Compensation” and the information under the headings “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Compensation Tables and Other Information”; and “Pay Ratio Disclosure” under the principal heading “Compensation”; and the information under the subheading “Compensation Committee Interlocks and Insider Participation” under the heading “Corporate Governance” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
The information required by this Item 11 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information under the subheading “Equity Plan Compensation Information” under the heading “Compensation Tables and Other Information” and the information under “Share Ownership” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
The information required by this Item 12 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information under the subheading “Director Independence” under the principal heading “Corporate Governance” and under the heading “Certain Relationships and Related Transactions” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
The information required by this Item 13 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
0 rewritten, 5 added, 1 removed, 3 unchanged
The information under the subheadings “Fees Billed by PwC” and “Audit & Finance Committee Pre-Approval Policy” under the heading “Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | |
The information required by this Item 14 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules.
81 rewritten, 7 added, 11 removed, 139 unchanged
Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
Consolidated Statements of [added: (Loss)] Income, Comprehensive [added: (Loss)] Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
| [removed: 2.1] [added: 4.2] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Third Supplemental Indenture,] dated as of [removed: July 15,] [added: November 24,] 2014, among Albemarle Corporation, Albemarle Holdings Corporation [removed: and] [added: (now] Rockwood Holdings, [removed: Inc.] [added: Inc.) and Albemarle Holdings II Corporation (now Rockwood Specialties Group, Inc.) and U.S. Bank National Association, as trustee] \[filed as Exhibit [removed: 2.1] [added: 4.1] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: July 18,] [added: November 24,] 2014, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312514272361/d758511dex21.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0401.htm)] | | | | | |
| [removed: 3.1] [added: 3.2] | | | | | | [Amended and Restated [removed: Articles of Incorporation] [added: Bylaws, effective October 23, 2023,] of Albemarle Corporation \[filed as Exhibit 3.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] (No. 1-12658) filed on [removed: August 7, 2018,] [added: October 26, 2023,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000039/exhibit310630201810q.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000174/exhibit31-albemarlecorpora.htm)] | | | | | |
| [removed: 3.2] [added: 10.31#] | | | | | | [Amended and Restated [removed: Bylaws, effective October 23, 2023, of] Albemarle Corporation [added: Benefits Protection Trust, effective as of December 13, 2006] \[filed as Exhibit [removed: 3.1] [added: 10.9] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: October 26, 2023,] [added: December 18, 2006,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000174/exhibit31-albemarlecorpora.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex109.htm)] | | | | | |
| 4.1 | | | | | | [Indenture, dated as of January 20, 2005, between Albemarle Corporation and The Bank of New York, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 20, 2005, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312505008878/dex41.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312505008878/dex41.htm)] | | | | | |
| [removed: 4.2] [added: 4.3] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: November 24, 2014,] [added: January 29, 2015,] among Albemarle Corporation, [removed: Albemarle Holdings Corporation (now] Rockwood Holdings, [removed: Inc.) and] [added: Inc. (as successor by merger to] Albemarle Holdings [removed: II Corporation (now] [added: Corporation),] Rockwood Specialties Group, [removed: Inc.)] [added: Inc. (as successor by merger to Albemarle Holdings II Corporation), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as resigning trustee,] and U.S. Bank National Association, as [added: successor] trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: November 24, 2014,] [added: January 29, 2015,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0401.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000094787115000064/ss414512_ex0401.htm)] | | | | | |
| [removed: 4.3] [added: 4.5] | | | | | | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated [removed: as of January 29, 2015,] [added: March 30, 2021,] among Albemarle Corporation, [removed: Rockwood Holdings, Inc. (as successor by merger to] Albemarle [removed: Holdings Corporation), Rockwood Specialties Group, Inc. (as successor by merger to Albemarle Holdings II Corporation), The Bank of] New [removed: York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as resigning trustee,] [added: Holding GmbH,] and U.S. Bank National Association, as [removed: successor] trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: January 29, 2015,] [added: March 31, 2021,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787115000064/ss414512_ex0401.htm)] [added: reference\].](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000915913/000091591321000092/alb-20210330.htm)] | | | | | |
| [removed: 4.4] [added: 4.6] | | | | | | [Form of Global Security for the 5.450% Senior Notes due 2044 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0404.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0404.htm)] | | | | | |
| [removed: 4.5] [added: 4.7] | | | | | | [Form of 3.450% Note due 2029 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin43.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin43.htm)] | | | | | |
| [removed: 4.6] [added: 4.8] | | | | | | [Form of 1.125% Note due 2025 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin44.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin44.htm)] | | | | | |
| [removed: 4.7] [added: 4.9] | | | | | | [Form of 1.625% Note due 2028 \[filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm)] | | | | | |
| [removed: 4.8] [added: 4.10] | | | | | | [Form of 4.650% Senior Notes due 2027 \[filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 13, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit42.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit42.htm)] | | | | | |
| [removed: 4.9] [added: 4.11] | | | | | | [Form of 5.050% Senior Notes due 2032 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 13, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit43.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit43.htm)] | | | | | |
| [removed: 4.10] [added: 4.12] | | | | | | [Form of 5.650% Senior Notes due 2052 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 13, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit44.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit44.htm)] | | | | | |
| [removed: 4.11] [added: 10.48#] | | | | | | [removed: [Description] [added: [Albemarle Corporation Amended and Restated Compensation Recoupment and Forfeiture Policy, effective as] of [removed: Securities] [added: December 1, 2023] \[filed [removed: on] [added: as Exhibit 10.54 to] the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] (No. 1-12658) filed [added: on] February 15, [removed: 2023,] [added: 2024] and incorporated herein by [removed: reference\].](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000915913/000091591323000037/alb-20230215.htm)] [added: reference\].](https://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591324000016/alb-20231231.htm)] | | | | | |
| 10.1# | | | | | | [2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Annex A to the Company’s definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on March 28, 2013, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312513130546/d483714ddef14a.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312513130546/d483714ddef14a.htm)] | | | | | |
| 10.2# | | | | | | [First Amendment to the 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm) [(No. 1-12658)](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm) [filed] [added: 10-Q (No. 1-12658) filed] on August 5, [removed: 2016](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm)[,] [added: 2016,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm)] | | | | | |
| 10.3# | | | | | | [Second Amendment to the 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on August 5, 2020, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591320000143/exhibit10106302020.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591320000143/exhibit10106302020.htm)] | | | | | |
| 10.4# | | | | | | [Third Amendment to the 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Exhibit 10.56 to the Company's Annual Report on Form 10-K (No. 1-12658) filed on February 19, 2021 and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591321000018/exhibit10561231202010-k.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591321000018/exhibit10561231202010-k.htm)] | | | | | |
| 10.5# | | | | | | [Fourth Amendment to the 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on August 4, 2021, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591321000149/exhibit1010630202110q.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591321000149/exhibit1010630202110q.htm)] | | | | | |
| 10.6# | | | | | | [Albemarle Corporation 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Annex A to the Company’s definitive Proxy Statement on Schedule 14A [removed: (No.](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591323000093/alb-20230321.htm) [](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591323000093/alb-20230321.htm)[1-12658)] [added: (No. 1-12658)] filed on March 21, 2023, and incorporated herein by [removed: reference\].](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591323000093/alb-20230321.htm)] [added: reference\].](https://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591323000093/alb-20230321.htm)] | | | | | |
| 10.7# | | | | | | [Albemarle Corporation 2008 Incentive Plan, as amended and restated as of April 20, 2010 \[filed as [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/915913/000119312510120469/dex101.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000119312510120469/dex101.htm)[10.1] [added: Exhibit 10.1] to the Company’s Registration Statement on Form S-8 (No. 333-166828) filed on May 14, 2010, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312510120469/dex101.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312510120469/dex101.htm)] | | | | | |
| 10.8# | | | | | | [Form of Notice of Option Grant under the Albemarle Corporation 2008 Incentive Plan \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2016, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] | | | | | |
| 10.9# | | | | | | [Albemarle Corporation 2017 Incentive Plan, adopted May 12, 2017 \[filed as Appendix A to the Company’s Definitive Proxy Statement filed on March 30, 2017, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000155837017002276/alb_currentfoliodef14a.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000155837017002276/alb_currentfoliodef14a.htm)] | | | | | |
| 10.10# | | | | | | [Form of Notice of Option Grant under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 9, 2018, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] | | | | | |
| 10.11# | | | | | | [Form of [removed: Notice of NEO Special Retention] Restricted Stock Unit Award [removed: under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan \[filed] [added: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed] as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: March 4, 2020,] [added: February 28, 2022,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591320000078/a030420208kexhibit101.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm)] | | | | | |
| [removed: 10.12#] [added: 10.15#] | | | | | | [Form of [removed: Notice of] Special Restricted Stock Unit Award [removed: under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan \[filed] [added: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed] as Exhibit [removed: 10.6] [added: 10.5] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: March 4, 2020,] [added: February 28, 2022,] and incorporated herein by [removed: reference\].](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm)] | | | | | |
| 10.13# | | | | | | [Form of [removed: Restricted Stock] [added: TSR Performance] Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm)] [under the Albemarle Corporation 2017 Incentive Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed as Exhibit [removed: 10.1] [added: 10.3] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm)] | | | | | |
| [removed: 10.14#] [added: 10.12#] | | | | | | [Form of Adjusted ROIC Performance Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm)[under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm) [under] the Albemarle Corporation 2017 Incentive Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm)] | | | | | |
| [removed: 10.15#] [added: 10.14#] | | | | | | [Form of [removed: TSR Performance Unit Award Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm)[under] [added: Stock Option Grant Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm) [under] the Albemarle Corporation 2017 Incentive Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed as Exhibit [removed: 10.3] [added: 10.4] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm)] | | | | | |
| [removed: 10.16#] [added: 10.17#] | | | | | | [Form of Stock Option [removed: Grant Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm)[under] [added: Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [\[filed as Exhibit [removed: 10.4] [added: 10.1] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February [removed: 28, 2022,] [added: 24, 2023,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm)] | | | | | |
| [removed: 10.17#] [added: 10.21#] | | | | | | [Form of Special Restricted Stock Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm)[under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [\[filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February [removed: 28, 2022,] [added: 24, 2023,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm)] | | | | | |
| [removed: 10.18#] [added: 10.16#] | | | | | | [Form Notice of Special Retention Restricted Stock Unit Award under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 2, 2022, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] | | | | | |
| [removed: 10.19#] [added: 10.20#] | | | | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm)[under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm) [under] the Albemarle Corporation 2017 Incentive Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm) [\[filed as Exhibit [removed: 10.1] [added: 10.4] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm)] | | | | | |
| [removed: 10.20#] [added: 10.18#] | | | | | | [Form of rTSR Performance Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm)[under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm)] [\[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm)] | | | | | |
| [removed: 10.21#] [added: 10.19#] | | | | | | [Form of ROIC Performance Unit Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm)[under] [added: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm) [under] the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [\[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm)] | | | | | |
| [removed: 10.22#] [added: 97] | | | | | | [removed: [Form of Restricted Stock Unit Award Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm)[under the Albemarle] [added: [Albemarle] Corporation [removed: 2017 Incentive Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm) [\[filed] [added: Incentive-Based Compensation Recovery Policy, effective] as [added: of December 1, 2023 \[filed as] Exhibit [removed: 10.4] [added: 97] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] (No. 1-12658) filed on February [removed: 24, 2023,] [added: 15, 2024] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591324000016/exhibit971231202310-k.htm)] | | | | | |
| [removed: 10.23#] [added: 10.26#] | | | | | | [removed: [Form of Special Restricted Stock Unit Award Agreement](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm) [](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm)[under the Albemarle] [added: [Albemarle] Corporation [removed: 2017 Incentive Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm) [\[filed] [added: Severance Pay Plan,] as [added: revised effective as of December 13, 2006 \[filed as] Exhibit [removed: 10.5] [added: 10.6] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: February 24, 2023,] [added: December 18, 2006,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex106.htm)] | | | | | |
| [removed: 10.24#] [added: 10.22#] | | | | | | [Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 \[filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm)] | | | | | |
| 3.1* | | | | | | [Amended and Restated Articles of Incorporation of Albemarle Corporation](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm) [](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[\[](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[r](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[estated electronically for](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm) [](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[SEC filing purposes only\]](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm). | | | | | |
| 4.4 | | | | | | [Fifth Supplemental Indenture, dated as of November 25, 2019, among Albemarle Corporation, Albemarle Wodgina Pty Ltd and U.S. Bank National Association, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000915913/000091591319000106/a112520198k.htm) | | | | | |
| 4.13* | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit4131231202410-k.htm)[.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit4131231202410-k.htm) | | | | | |
| 10.30*# | | | | | | [Form of Executive Change in Control Agreement.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit10301231202410-k.htm) | | | | | |
| 23.4 | | | | | | [Consent of RPM Global USA, Inc. regarding lithium reserves and resources \[filed as Exhibit 23.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 12, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000024/exhibit23321220258-k.htm) | | | | | |
| 23.6 | | | | | | [Consent of RESPEC Company, LLC regarding bromine reserves and resources \[filed as Exhibit 23.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 12, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000024/exhibit23521220258-k.htm) | | | | | |
| 96.2 | | | | | | [SEC Technical Report Summary, Wodgina Operation, Western Australia, prepared by RPM Global USA Inc., dated February 10, 2025 \[filed as Exhibit 96.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 12, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000024/exhibit962wodgina2024trs.htm) | | | | | |
| | | | | | | | | | | | |
| 10.41# | | | | | | [Sixth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 5, 2017 \[filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000005/exhibit10391231201710-k.htm) | | | | | |
| 10.42# | | | | | | [Seventh Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 9, 2017 \[filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000005/exhibit10401231201710-k.htm) | | | | | |
| 10.44# | | | | | | [Change in Control Agreement with J. Kent Masters, dated April 20, 2020 \[filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591320000105/exhibit1040331202010q.htm) | | | | | |
| 10.45# | | | | | | [Notice of Restricted Stock Unit Award to J. Kent Masters, dated May 8, 2020 \[filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591320000105/exhibit1050331202010q.htm) | | | | | |
| 10.46# | | | | | | [Amended and Restated Executive Employment Agreement, dated March 15, 2023, between the Company and J. Kent Masters \[filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 3, 2023, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591323000115/exhibit1060331202310q.htm) | | | | | |
| 10.49 | | | | | | [Sale, Purchase and Contribution Agreement, dated February 25, 2021 among Albemarle Corporation, W. R. Grace & Co.-Conn and Fine Chemical Manufacturing Services LLC \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 5, 2021, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591321000098/exhibit1010331202110q.htm) | | | | | |
| 10.53 | | | | | | [Form of Employee Non-Solicitation, Non-Compete and Confidentiality Agreement \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 9, 2022 and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591322000082/a03-09x20228xkex101restric.htm) | | | | | |
| 10.54#* | | | | | | [Albemarle Corporation Amended and Restated Compensation Recoupment and Forfeiture Policy, effective as of December 1, 2023.](https://www.sec.gov/Archives/edgar/data/915913/000091591324000016/exhibit10541231202310-k.htm) | | | | | |
| 23.5* | | | | | | [Consent of RESPEC regarding bromine reserves and resources.](https://www.sec.gov/Archives/edgar/data/915913/000091591324000016/exhibit2351231202310-k.htm) | | | | | |
| 96.2* | | | | | | [SEC Technical Report Summary Initial Assessment Wodgina Western Australia, prepared by SRK Consulting (U.S), Inc., dated February 14, 2023.](https://www.sec.gov/Archives/edgar/data/915913/000091591324000016/exhibit9621231202310-k.htm) | | | | | |
An excerpt. Shown here: 40 of 81 rewritten, all 7 added and all 11 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary.
3 rewritten, 1 added, 1 removed, 52 unchanged
Dated: February [removed: 14, 2024][added: 12, 2025]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 14, 2024.][added: 12, 2025.]
| /S/ [removed: JOHN C. BARICHIVICH III] [added: DONALD J. LABAUVE] | | | | | | Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer) | | |
| (Donald. J. LaBauve) | | | | | | | | |
| (John C. Barichivich III) | | | | | | | | |