Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Some of the information presented in this Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We have used words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “would,” “will” and variations of such words and similar expressions to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results and expectations expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include, without limitation, information related to:

• changes in economic and business conditions;

• product development;

• changes in financial and operating performance of our major customers and industries and markets served by us;

• the timing of orders received from customers;

• the gain or loss of significant customers;

• fluctuations in lithium market pricing, which could impact our revenues and profitability particularly due to our increased exposure to index-referenced and variable-priced contracts for battery grade lithium sales;

• inflationary trends in our input costs, such as raw materials, transportation and energy, and their effects on our business and financial results;

• changes with respect to contract renegotiations;

• potential production volume shortfalls;

• competition from other manufacturers;

• changes in the demand for our products or the end-user markets in which our products are sold;

• limitations or prohibitions on the manufacture and sale of our products;

• availability of raw materials;

• increases in the cost of raw materials and energy, and our ability to pass through such increases to our customers;

• technological change and development;

• changes in our markets in general;

• fluctuations in foreign currencies;

• changes in laws and government regulation impacting our operations or our products;

• the occurrence of regulatory actions, proceedings, claims or litigation (including with respect to the U.S. Foreign Corrupt Practices Act and foreign anti-corruption laws);

• the occurrence of cyber-security breaches, terrorist attacks, industrial accidents or natural disasters;

• the effects of climate change, including any regulatory changes to which we might be subject;

• hazards associated with chemicals manufacturing;

• the inability to maintain current levels of insurance, including product or premises liability insurance, or the denial of such coverage;

• political unrest affecting the global economy, including adverse effects from terrorism or hostilities;

• political instability affecting our manufacturing operations or joint ventures;

• changes in accounting standards;

• the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs;

• changes in the jurisdictional mix of our earnings and changes in tax laws and rates or interpretation;

• changes in monetary policies, inflation or interest rates that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations;

• volatility and uncertainties in the debt and equity markets;

• technology or intellectual property infringement, including cyber-security breaches, and other innovation risks;

• decisions we may make in the future;

• future acquisition and divestiture transactions, including the ability to successfully execute, operate and integrate acquisitions and divestitures and incurring additional indebtedness;

• expected benefits from proposed transactions;

• timing of active and proposed projects;

• impact of any future pandemics;

• impacts of the situation in the Middle East and the military conflict between Russia and Ukraine, and the global response to it;

• performance of our partners in joint ventures and other projects;

• changes in credit ratings;

• 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

• the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”).

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. The following discussion should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

The following is a discussion and analysis of our results of operations for the three-month and nine-month periods ended September 30, 2023 and 2022. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity.”

Overview

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. The end markets we serve include energy storage, petroleum refining, consumer electronics, construction, automotive, lubricants, pharmaceuticals and crop protection. 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.

Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings growth. 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 sustainable 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 creates 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. We believe our disciplined cost reduction efforts and ongoing productivity improvements, among other factors, position us well to take advantage of strengthening economic conditions as they occur, while softening the negative impact of the current challenging global economic environment.

Third Quarter 2023

Effective on November 6, 2023, our Executive Vice President and Chief Financial Officer, Scott Tozier, will transition from his role to become a strategic advisor to the Chief Executive Officer. On that date, Neal Sheorey will join Albemarle as its new Executive Vice President and Chief Financial Officer.

In addition, during the third quarter of 2023:

• Our board of directors declared a quarterly dividend of $0.40 per share on July 18, 2023, which was paid on October 2, 2023 to shareholders of record at the close of business as of September 15, 2023.

• We agreed to amend the MARBL lithium joint venture with Mineral Resources Limited (“MRL”). Under the new agreements, we acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture. In exchange, we agreed to pay cash and sell 10% of our interest in the Wodgina Lithium Mine Project (“Wodgina”) to MRL. The transactions pursuant to the amended agreements were completed on October 18, 2023.

• We announced a $90 million critical materials award from the U.S. Department of Defense to support the restart of Kings Mountain, N.C. mine.

• 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.

• Our net sales for the quarter were $2.3 billion, an increase of 10% compared to net sales of $2.1 billion in the third quarter of 2022.

• Diluted earnings per share was $2.57 in the third quarter of 2023.

Outlook

The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, the market for lithium battery and energy storage, particularly for electric vehicles (“EV”), remains strong, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. During the course of 2023, lithium index pricing has dropped significantly. Amidst these dynamics, and despite recent downward lithium price pressure, we believe our business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio primarily through pricing and product development, managing costs and delivering value to our customers and shareholders. We believe that our businesses remain well-positioned to capitalize on new business opportunities and long-term trends driving growth within our end markets and to respond quickly to changes in economic conditions in these markets. In addition, at this time, the current situation in the Middle East has not impacted our business operations or supply chain. A disruption could cause a financial impact to our business, however we are monitoring the situation and will continue to make efforts to protect the safety of our employees and the health of our business.

Beginning in the first quarter of 2023, the chief operating decision maker began evaluating 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.

Energy Storage: We expect Energy Storage revenue to increase year-over-year in 2023, mainly due to increased pricing for the year, despite recent lower lithium market index pricing, as well as higher sales volume. Year-over-year earnings are expected to be flat or lower due to higher variable costs, primarily due to the higher market pricing of salts and spodumene being realized during the year. The increased market pricing for the year reflects tight market conditions, primarily in battery- and tech-grade carbonate and hydroxide, as well as renegotiations of certain of our long-term agreements. Some of our renegotiated contracts include higher prices on existing long-term agreements that are more reflective of current market conditions. In other cases, we have moved from previous fixed-price, long-term agreements towards index-referenced and variable-priced contracts. As a result, our Energy Storage business is more aligned with changes in market and index pricing than it has been in the past. Lithium pricing continues to fluctuate during 2023, and any further decrease could negatively impact results during the remainder of the year as well as on our outlook. The increased sales volume is primarily expected from new capacity coming on line from La Negra, Chile, Kemerton, Western Australia, and Qinzhou, China, as well as additional tolling volume supported by increased spodumene production out of Australia. While we ramp up our new capacity, we will continue to utilize tolling arrangements to meet growing customer demand. EV sales are expected to continue to increase over the prior year as the lithium battery market remains strong.

In 2022, we announced agreements for a strategic investment in China with plans to build a battery grade lithium conversion plant in Meishan initially targeting 50,000 metric tons of LCE per year. Construction of the Meishan facility is

currently underway and is expected to be completed in 2024. 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% in exchange for 10% of our ownership interest in the Wodgina Lithium Mine Project and cash. Following the transaction, we hold a 50% ownership interest in the Wodgina Lithium Mine Project.

On a longer-term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid EVs and full battery EVs increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium-ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers and automotive OEMs and favorable global public policy toward e-mobility/renewable energy usage. Our outlook is also bolstered by long-term supply agreements with key strategic customers, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution.

Specialties: We expect both net sales and profitability to be lower in 2023 due to reduced customer demand in certain markets including consumer and industrial electronics and elastomers partially offset by strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services. We have taken measures to reduce the negative impact of lower demand throughout the year. One anticipated contributor to future growth is the December 2022 launch of MercLok, a groundbreaking new bromine-based product that sequesters elemental and ionic mercury in the environment.

On a longer-term basis, we continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for fire safety, bromine and lithium specialties products. We are focused on profitably growing our globally competitive production networks to serve all major bromine and lithium specialties consuming products and markets. 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 2023 are expected to increase year-over-year due to higher pricing, while raw material and energy costs have stabilized, which is expected to continue for the remainder of 2023. In addition, volume is expected to grow across each of the Ketjen businesses. The fluidized catalytic cracking (“FCC”) market has recovered from the COVID-19 pandemic as a result of increased travel and depletion of global gasoline inventories. Hydroprocessing catalysts (“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 talent required to deliver in a competitive global environment.

On a longer-term basis, we believe increased global demand for transportation fuels, new refinery start-ups and ongoing adoption of cleaner fuels will be the primary drivers of growth in our Ketjen business. We believe delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry. We also believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the 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. Longer-term, we believe that the global crude supply will get heavier and more sour, a trend that bodes well for our catalysts portfolio. With superior technology and production capacities, and expected growth in end market demand, we believe that Ketjen remains well-positioned for the future. In performance catalyst solutions (“PCS”), we expect growth on a longer-term basis in our organometallics business due to growing global demand for plastics driven by rising standards of living and infrastructure spending.

Corporate: In the first quarter of 2023, we increased our quarterly dividend rate to $0.40 per share. We continue to focus on cash generation, working capital management and process efficiencies. 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 the CHIPS and Science Act of 2022, and other tax jurisdictions. During the fourth quarter of 2023, the share price of one our public equity security investments (fair value of $180.5 million as of September 30, 2023) has decreased by approximately 45% since the balance sheet date of September 30, 2023 and could result in a mark-to-market loss during the fourth quarter if the share price remains at a lower level through the end of the year.

We remain committed to evaluating the merits of any opportunities that may arise for acquisitions or other business development activities that will complement our business footprint. Additional information regarding our products, markets and

financial performance is provided at our website, www.albemarle.com. Our website is not a part of this document nor is it incorporated herein by reference.

Results of Operations

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 income.

Third Quarter 2023 Compared to Third Quarter 2022

Net Sales

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net sales			$	2,310,596					$	2,091,805					$	218,791					10		%
•$540.3 million increase attributable to higher sales volume primarily in Energy Storage, partially offset by lower sales volume in Specialties •$285.4 million decrease attributable to decreased pricing primarily from our Energy Storage and Specialties businesses •$36.2 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Gross Profit

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Gross profit			$	54,934					$	1,043,814					$	(988,880)					(95)		%
Gross profit margin			2.4		%				49.9		%
▪Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process ▪Unfavorable pricing impacts in Energy Storage and Specialties ▪Increased utility and material costs in Energy Storage and Specialties ▪Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies ▪Partially offset by higher sales volume in Energy Storage

Selling, General and Administrative (“SG&A”) Expenses

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Selling, general and administrative expenses			$	173,866					$	134,479					$	39,387					29		%
Percentage of Net sales			7.5		%				6.4		%
▪Higher compensation expenses across all businesses and Corporate ▪Higher spending to support business growth, primarily in Energy Storage

Research and Development Expenses

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Research and development expenses			$	21,082					$	18,358					$	2,724					15		%
Percentage of Net sales			0.9		%				0.9		%

Interest and Financing Expenses

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Interest and financing expenses			$	(29,332)					$	(29,691)					$	359					(1)		%

Other Income, Net

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Other income, net			$	11,182					$	7,974					$	3,208					40		%
•$26.0 million increase attributable to foreign exchange impacts from gains recorded in 2023 •$11.7 million increase attributable to interest income from higher cash balances in 2023 •$8.2 million gain from PIK dividends of preferred equity in a W.R. Grace & Co. (“Grace”) subsidiary in 2023 •$7.2 million of gain resulting from insurance proceeds of a prior legal matter in 2023 •Partially offset by $37.0 million of a decrease related to the fair value adjustment of equity securities in public companies •$5.6 million increase in expense related to non-operating pension and OPEB items

Income Tax (Benefit) Expense

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Income tax (benefit) expense			$	(8,551)					$	196,938					$	(205,489)					(104)		%
Effective income tax rate			5.4		%				22.7		%
•2023 included a tax reserve related to an uncertain tax position in Chile •2022 included a benefit from global intangible low-taxed income associated with a payment made in 2022 to settle a legacy legal matter •Change in geographic mix of earnings

Equity in Net Income of Unconsolidated Investments

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Equity in net income of unconsolidated investments			$	470,306					$	258,884					$	211,422					82		%
▪Increased earnings from volume increases from the Windfield Holdings Pty Ltd (“Talison”) joint venture ▪$9.8 million decrease attributable to unfavorable foreign exchange impacts from the Talison joint venture

Net Income Attributable to Noncontrolling Interests

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net income attributable to noncontrolling interests			$	(18,160)					$	(33,991)					$	15,831					(47)		%
▪Decrease in consolidated income related to our Jordan Bromine Company Limited (“JBC”) joint venture primarily due to lower volume

Net Income Attributable to Albemarle Corporation

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net income attributable to Albemarle Corporation			$	302,533					$	897,215					$	(594,682)					(66)		%
Percentage of Net sales			13.1		%				42.9		%
Basic earnings per share			$	2.58					$	7.66					$	(5.08)					(66)		%
Diluted earnings per share			$	2.57					$	7.61					$	(5.04)					(66)		%
▪Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process ▪Unfavorable pricing impacts in Energy Storage and Specialties ▪$37.0 million of a decrease related to the fair value adjustment of equity securities in public companies ▪Higher sales volume in Energy Storage ▪Increased earnings from Talison joint venture

Other Comprehensive (Loss) Income, Net of Tax

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Other comprehensive (loss) income, net of tax			$	(183,045)					$	(210,172)					$	27,127					(13)		%
▪Foreign currency translation and other			$	(143,957)					$	(200,520)					$	56,563					(28)		%
▪2023 included unfavorable movements in the Euro of approximately $134 million, the Japanese Yen of approximately $4 million and a net unfavorable variance in various other currencies of $6 million ▪2022 included unfavorable movements in the Euro of approximately $119 million, the Chinese Renminbi of approximately $57 million, the Japanese Yen of approximately $8 million, the Korean Won of approximately $6 million and the Taiwanese Dollar of approximately $5 million, partially offset by a net favorable variance in various other currencies of less than $1 million
▪Cash flow hedge			$	(39,088)					$	(9,652)					$	(29,436)					305		%

Segment Information Overview. We have identified three reportable segments according to the nature and economic characteristics of our products as well as the manner in which the information is used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions. Effective January 1, 2023 our reportable business segments consisted of: (1) Energy Storage, (2) Specialties and (3) Ketjen.

The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for certain corporate costs.

Our chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources. We define adjusted EBITDA as earnings before interest and financing expenses, income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items in a balanced manner and on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration-related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. We have reported adjusted EBITDA because management believes it provides additional useful measurements to review the Company’s operations, provides transparency to investors and enables period-to-period comparability of financial performance. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, the generally accepted accounting principles in the United States (“U.S. GAAP”). Adjusted EBITDA should not be considered as an alternative to Net (loss) income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP.

			Three Months Ended September 30,																								Percentage Change
			2023						%						2022						%						2023 vs 2022
			(In thousands, except percentages)
Net sales:
Energy Storage			$	1,697,163					73.4		%				$	1,414,053					67.6		%				20		%
Specialties			352,722						15.3		%				441,928						21.1		%				(20)		%
Ketjen			260,711						11.3		%				235,824						11.3		%				11		%
Total net sales			$	2,310,596					100.0		%				$	2,091,805					100.0		%				10		%
Adjusted EBITDA:
Energy Storage			$	407,476					89.9		%				$	1,084,643					91.1		%				(62)		%
Specialties			46,307						10.2		%				133,558						11.2		%				(65)		%
Ketjen			15,159						3.3		%				4,635						0.4		%				227		%
Total segment adjusted EBITDA			468,942						103.5		%				1,222,836						102.8		%				(62)		%
Corporate			(15,655)						(3.5)		%				(32,870)						(2.8)		%				52		%
Total adjusted EBITDA			$	453,287					100.0		%				$	1,189,966					100.0		%				(62)		%

See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):

			Three Months Ended September 30,
			2023						2022
Total segment adjusted EBITDA			$	468,942					$	1,222,836
Corporate expenses, net			(15,655)						(32,870)
Depreciation and amortization			(105,445)						(77,713)
Interest and financing expenses			(29,332)						(29,691)
Income tax expense			8,551						(196,938)
Acquisition and integration related costs(a)			(10,043)						(2,145)
Non-operating pension and OPEB items			(620)						5,027
Mark-to-market (loss) gain on public equity securities(b)			(26,445)						10,626
Other(c)			12,580						(1,917)
Net income attributable to Albemarle Corporation			$	302,533					$	897,215

(a)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.

(b)(Loss) gain recorded in Other income, net resulting from the net change in fair value of investments in public equity securities.

(c)Included amounts for the three months ended September 30, 2023 recorded in:

• SG&A - $1.8 million of separation and other severance costs to employees in Corporate and the Ketjen business which are primarily expected to be paid out during 2023, $0.7 million of facility closure expenses related to offices in Germany and $0.3 million of a loss from the sale of legacy properties not part of Albemarle’s operations.

• Other income, net - $8.2 million gain from PIK dividends of preferred equity in a Grace subsidiary and a $7.2 million gain resulting from insurance proceeds of a prior legal matter.

Included amounts for the three-month period ended September 30, 2022 recorded in:

• Cost of goods sold - $2.7 million of expense related to one-time retention payments for certain employees during the Ketjen strategic review and business unit realignment.

• SG&A - $1.9 million of expense primarily related to one-time retention payments for certain employees during the Catalysts strategic review and business unit realignment and $1.4 million primarily related to facility closure expenses of offices in Germany.

• Other income, net - $3.0 million gain from the reversal of a liability related to a previous divestiture and a $1.1 million gain resulting from the adjustment of indemnification related to previously disposed businesses.

Energy Storage

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net sales			$	1,697,163					$	1,414,053					$	283,110					20		%
•$570.0 million increase attributable to higher sales volume, primarily driven by new capacity from La Negra III/IV in Chile and Qinzhou, China, as well as increased tolling •$246.9 million decrease attributable to unfavorable pricing impacts, primarily in battery- and tech-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts, and mix •$39.9 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA			$	407,476					$	1,084,643					$	(677,167)					(62)		%
•Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process •Unfavorable pricing impacts •Increased SG&A expenses from higher compensation and other administrative costs •Increased utility and freight costs •Increased spending for investments to support business growth •Higher sales volume •Increased equity in net income from the Talison joint venture, driven by increased sales volume •Savings from designed productivity improvements •$23.2 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Specialties

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net sales			$	352,722					$	441,928					$	(89,206)					(20)		%
•$58.4 million decrease attributable to unfavorable pricing impacts across several divisions •$32.2 million decrease attributable to lower sales volumes related to decreased demand across all products •$1.2 million increase attributable to favorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA			$	46,307					$	133,558					$	(87,251)					(65)		%
•Lower sales volume and unfavorable pricing impacts •Increased manufacturing costs resulting from decreased production, increased utilities and material costs •$6.8 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Ketjen

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Net sales			$	260,711					$	235,824					$	24,887					11		%
•$19.9 million increase attributable to favorable pricing impacts, primarily in clean fuel technologies and PCS •$2.4 million increase attributable to higher sales volume, primarily from the timing of clean fuel technologies sales and shipments •$2.5 million increase attributable to favorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA			$	15,159					$	4,635					$	10,524					227		%
•Favorable pricing impacts and higher sales volume •Decreased utilities and material costs •Increased freight costs

Corporate

In thousands			Q3 2023						Q3 2022						$ Change						% Change
Adjusted EBITDA			$	(15,655)					$	(32,870)					$	17,215					52		%
▪$16.2 million increase attributable to favorable currency exchange impacts, including a $9.8 million decrease in foreign exchange impacts from our Talison joint venture ▪Increase in interest income due to higher cash balances in 2023

First Nine Months 2023 Compared to First Nine Months 2022

Net Sales

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net sales			$	7,261,038					$	4,699,126					$	2,561,912					55		%
•$1.9 billion increase attributable to increased pricing primarily from Energy Storage •$754.9 million increase attributable to higher sales volume in Energy Storage, partially offset by lower sales volume in Specialties and Ketjen •$113.1 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Gross Profit

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Gross profit			$	1,889,961					$	2,073,268					$	(183,307)					(9)		%
Gross profit margin			26.0		%				44.1		%
▪Favorable pricing impacts and higher sales volume in Energy Storage ▪Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process ▪Increased utility and material costs in each of our businesses ▪Increased commission expenses in Chile resulting from the higher pricing in Lithium ▪Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies

Selling, General and Administrative Expenses

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Selling, general and administrative expenses			$	725,242					$	375,989					$	349,253					93		%
Percentage of Net sales			10.0		%				8.0		%
▪$218.5 million legal accrual recorded for the agreements in principle to resolve a previously disclosed legal matter with the DOJ, SEC and DPP. See Note 9, “Commitments and Contingencies,” for further details ▪Higher compensation expenses across all businesses and Corporate ▪Higher spending to support business growth, primarily in Energy Storage ▪Partially offset by productivity improvements and a reduction in administrative costs

Research and Development Expenses

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Research and development expenses			$	62,972					$	51,827					$	11,145					22		%
Percentage of Net sales			0.9		%				1.1		%

Loss on Sale of Interest in Properties

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Loss on sale of interest in properties			$	—					$	8,400					$	(8,400)
▪Expense related to cost overruns for MRL’s 40% interest in lithium hydroxide conversion assets being built in Kemerton, Western Australia

Interest and Financing Expenses

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Interest and financing expenses			$	(81,686)					$	(98,934)					$	17,248					(17)		%
▪2022 included a $19.2 million loss on early extinguishment of debt, representing the tender premiums, fees, unamortized discounts, unamortized deferred financing costs and accelerated amortization of the interest rate swap balance from the redemption of debt during the second quarter of 2022 ▪2022 also included an expense of $17.5 million related to the correction of out of period errors regarding overstated capitalized interest values in prior periods ▪Increased average debt balance during 2023 compared to 2022 following the issuance of $1.7 billion in new senior notes in May 2022

Other Income, Net

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Other income, net			$	147,628					$	32,237					$	115,391					358		%
•$62.1 million increase attributable to foreign exchange impacts from gains recorded in 2023 •$42.4 million increase attributable to interest income from higher cash balances in 2023 •$23.8 million of an increase related to the fair value adjustments of equity securities in public companies •Partially offset by $17.2 million increase attributable to expense related to non-operating pension and OPEB items

Income Tax Expense

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Income tax expense			$	311,399					$	366,486					$	(55,087)					(15)		%
Effective income tax rate			26.7		%				23.3		%
•2023 included tax impact of a non-deductible $218.5 million legal accrual recorded for the agreements in principle to resolve a previously disclosed legal matter with the DOJ, SEC and DPP •2023 included a tax reserve related to an uncertain tax position in Chile •2022 included a benefit from global intangible low-taxed income associated with a payment made in 2022 to settle a legacy legal matter •Change in geographic mix of earnings

Equity in Net Income of Unconsolidated Investments

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Equity in net income of unconsolidated investments			$	1,417,545					$	449,476					$	968,069					215		%
▪Increased earnings from strong pricing and volume increases from the Talison joint venture ▪$5.0 million increase attributable to favorable foreign exchange impacts from the Talison joint venture

Net Income Attributable to Noncontrolling Interests

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net income attributable to noncontrolling interests			$	(82,679)					$	(95,974)					$	13,295					(14)		%
▪Decrease in consolidated income related to our JBC joint venture primarily due to lower volume

Net Income Attributable to Albemarle Corporation

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net income attributable to Albemarle Corporation			$	2,191,156					$	1,557,371					$	633,785					41		%
Percentage of Net sales			30.2		%				33.1		%
Basic earnings per share			$	18.68					$	13.30					$	5.38					40		%
Diluted earnings per share			$	18.60					$	13.23					$	5.37					41		%
▪Favorable pricing impacts and higher sales volume in Energy Storage ▪Increased earnings from Talison joint venture ▪$62.1 million increase attributable to foreign exchange impacts from gains recorded in 2023 ▪Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process ▪$218.5 million legal accrual recorded for the agreements in principle to resolve a previously disclosed legal matter with the DOJ, SEC and DPP. See Note 9, “Commitments and Contingencies,” for further details ▪Increased commission expenses in Chile resulting from the higher pricing in Lithium ▪Increased utility and material costs in each of our businesses ▪Increased SG&A expenses, primarily related to increased compensation expense

Other Comprehensive Income (loss), Net of Tax

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Other comprehensive income (loss), net of tax			$	(140,337)					$	(324,975)					$	184,638					(57)		%
▪Foreign currency translation and other			$	(103,376)					$	(324,230)					$	220,854					(68)		%
▪2023 included unfavorable movements in the Euro of approximately $90 million, the Japanese Yen of approximately $13 million, partially offset by a net favorable variance in various other currencies of less than $1 million ▪2022 included unfavorable movements in the Euro of approximately $187 million, the Chinese Renminbi of approximately $88 million, the Japanese Yen of approximately $23 million, the Taiwanese Dollar of approximately $11 million, the South Korean Won of approximately $11 million and a net unfavorable variance in various other currencies of less than $1 million
▪Cash flow hedge			$	(36,961)					$	(8,144)					$	(28,817)					354		%
▪Interest rate swap			$	—					$	7,399					$	(7,399)					(100)		%
▪Accelerated the amortization of the remaining interest rate swap balance in 2022 as a result of the repayment of the 4.15% senior notes due in 2024

Segment Information Overview. Summarized financial information concerning our reportable segments is shown in the following tables.

			Nine Months Ended September 30,																								Percentage Change
			2023						%						2022						%						2023 vs 2022
			(In thousands, except percentages)
Net sales:
Energy Storage			$	5,403,910					74.5		%				$	2,680,150					57.0		%				102		%
Specialties			1,142,802						15.7		%				1,354,950						28.9		%				(16)		%
Ketjen			714,326						9.8		%				664,026						14.1		%				8		%
Total net sales			$	7,261,038					100.0		%				$	4,699,126					100.0		%				55		%
Adjusted EBITDA:
Energy Storage			$	2,745,680					89.1		%				$	1,853,407					83.0		%				48		%
Specialties			268,665						8.7		%				433,534						19.4		%				(38)		%
Ketjen			72,584						2.4		%				31,337						1.4		%				132		%
Total segment adjusted EBITDA			3,086,929						100.2		%				2,318,278						103.9		%				33		%
Corporate			(5,657)						(0.2)		%				(86,173)						(3.9)		%				93		%
Total adjusted EBITDA			$	3,081,272					100.0		%				$	2,232,105					100.0		%				38		%

See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):

			Nine Months Ended September 30,
			2023						2022
Total segment adjusted EBITDA			$	3,086,929					$	2,318,278
Corporate expenses, net			(5,657)						(86,173)
Depreciation and amortization			(285,801)						(215,280)
Interest and financing expenses(a)			(81,686)						(98,934)
Income tax expense			(311,399)						(366,486)
Loss on sale of interest in properties, net(b)			—						(8,400)
Acquisition and integration related costs(c)			(21,653)						(9,244)
Non-operating pension and OPEB items			(1,833)						15,345
Mark-to-market gain on public equity securities(d)			34,401						10,626
Legal accrual(e)			(218,510)						—
Other(f)			(3,635)						(2,361)
Net income attributable to Albemarle Corporation			$	2,191,156					$	1,557,371

(a)Included in Interest and financing expenses for the nine months ended September 30, 2022 was a loss on early extinguishment of debt of $19.2 million following the May 2022 repayment of Senior Notes due in 2024. In addition, Interest and financing expenses for the six months ended September 30, 2022 is the correction of an out of period error of $17.5 million related to the overstatement of capitalized interest in prior periods.

(b)Expense recorded as a result of revised estimates of the obligation to construct certain lithium hydroxide conversion assets in Kemerton, Western Australia, due to cost overruns from supply chain, labor and COVID-19 pandemic related issues. The corresponding obligation was recorded in Accrued liabilities to be transferred to MRL, which maintains a 40% ownership interest in these Kemerton assets.

(c)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.

(d)Gain recorded in Other income, net resulting from the net change in fair value of investments in public equity securities.

(e)Accrual recorded in SG&A representing minimum probable loss to resolve the DOJ, SEC and DPP investigation. See Note 9, “Commitments and Contingencies,” for further details.

(f)Included amounts for the six months ended September 30, 2023 recorded in:

• SG&A - $9.2 million of separation and other severance costs to employees in Corporate and the Ketjen business which are primarily expected to be paid out during 2023, $2.1 million of facility closure expenses related to offices in Germany, $1.9 million of charges primarily for environmental reserves at sites not part of our operations and $1.0 million primarily related to shortfall contributions for a multiemployer plan financial improvement plan.

• Other income, net - $10.9 million gain in the fair value of preferred equity of a Grace subsidiary and a $7.2 million gain resulting from insurance proceeds of a prior legal matter, partially offset by $3.9 million of a loss resulting from the adjustment of

indemnification related to previously disposed businesses and $3.6 million of charges for asset retirement obligations at a site not part of our operations.

Included amounts for the nine-month period ended September 30, 2022 recorded in:

• Cost of goods sold - $2.7 million of expense related to one-time retention payments for certain employees during the Ketjen strategic review and business unit realignment and $0.5 million of expense related to the settlement of a legal matter resulting from a prior acquisition.

• SG&A - $3.4 million primarily related to facility closure expenses related to offices in Germany, $2.8 million of charges for environmental reserves at sites not part of our operations and $1.9 million of expense related to one-time retention payments for certain employees during the Catalysts strategic review and business unit realignment, partially offset by $4.3 million of gains from the sale of legacy properties not part of our operations.

• Other income, net - $3.0 million gain from the reversal of a liability related to a previous divestiture, a $1.1 million gain resulting from the adjustment of indemnification related to previously disposed businesses and a $0.6 million gain related to a settlement received from a legal matter in a prior period.

Energy Storage

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net sales			$	5,403,910					$	2,680,150					$	2,723,760					102		%
•$1.9 billion increase attributable to favorable pricing impacts, reflecting tight market conditions in the first part of the year, primarily in battery- and tech-grade carbonate and hydroxide, as well as greater volumes sold under index-referenced and variable-priced contracts, and mix •$944.0 million increase attributable to higher sales volume, primarily driven by new capacity from La Negra III/IV in Chile and Qinzhou, China, as well as increased tolling •$100.7 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA			$	2,745,680					$	1,853,407					$	892,273					48		%
•Favorable pricing impacts and higher sales volume •Increased equity in net income from the Talison joint venture, driven by increased pricing and sales volume •Savings from designed productivity improvements •Higher costs realized in the current period from sales of lithium resulting from the higher priced spodumene used during the lithium conversion process •Increased SG&A expenses from higher compensation and other administrative costs •Increased utility and freight costs •Increased spending for investments to support business growth •Increased commission expenses in Chile resulting from the higher pricing in Lithium •$63.1 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Specialties

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net sales			$	1,142,802					$	1,354,950					$	(212,148)					(16)		%
•$167.6 million decrease attributable to lower sales volumes related to decreased demand across all products •$31.8 million decrease attributable to unfavorable pricing impacts across several divisions •$12.9 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA			$	268,665					$	433,534					$	(164,869)					(38)		%
•Lower sales volume and unfavorable pricing impacts •Increased manufacturing costs resulting from decreased production, increased utilities and material costs •$15.8 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Ketjen

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Net sales			$	714,326					$	664,026					$	50,300					8		%
•$71.3 million increase attributable to favorable pricing impacts, primarily in clean fuel technologies and PCS •$21.5 million decrease attributable to lower sales volume, primarily from the timing of clean fuel technologies sales
Adjusted EBITDA			$	72,584					$	31,337					$	41,247					132		%
•Favorable pricing impacts, partially offset by lower sales volume •$24 million gain recorded for insurance claim receipts •Increase in incentive compensation costs

Corporate

In thousands			YTD 2023						YTD 2022						$ Change						% Change
Adjusted EBITDA			$	(5,657)					$	(86,173)					$	80,516					93		%
▪$67.1 million increase attributable to favorable currency exchange impacts, including a $5.0 million increase in foreign exchange impacts from our Talison joint venture ▪Increase in interest income due to higher cash balances in 2023

Financial Condition and Liquidity

Overview

The principal uses of cash in our business generally have been capital investments and resource development costs, funding working capital, and service of debt. We also make contributions to our defined benefit pension plans, pay dividends to our shareholders and have the ability to repurchase shares of our common stock. Historically, cash to fund the needs of our business has been principally provided by cash from operations, debt financing and equity issuances.

We are continually focused on working capital efficiency particularly in the areas of accounts receivable, payables and inventory. We anticipate that cash on hand, cash provided by operating activities, proceeds from divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund capital expenditures and other investing activities, fund pension contributions and pay dividends for the foreseeable future.

Cash Flow

During the first nine months of 2023, cash on hand, cash provided by operations and net proceeds from borrowings of commercial paper and long-term debt of $472.8 million funded $1.5 billion of capital expenditures for plant, machinery and equipment and dividends to shareholders of $140.3 million. Our operations provided $1.4 billion of cash flows during the first nine months of 2023, as compared to $955.6 million for the first nine months of 2022. The change compared to prior year was primarily due to higher dividends received from unconsolidated investments, primarily our Talison joint venture, and increased earnings from the Energy Storage segment, partially offset by an increase in working capital of $327.8 million. The outflow from working capital in 2023 was primarily driven by increased inventory balances from the higher cost of lithium spodumene and higher accounts receivable balances from increased sales volume in Energy Storage. This was partially offset by increased accounts payable which includes the higher pricing on lithium spodumene purchases from our Talison joint venture. Overall, our cash and cash equivalents increased by $102.5 million to $1.6 billion at September 30, 2023 from $1.5 billion at December 31, 2022.

Capital expenditures for the nine-month period ended September 30, 2023 of $1.5 billion were primarily associated with plant, machinery and equipment. We expect our capital expenditures to be between $1.9 billion and $2.1 billion in 2023, primarily for Energy Storage growth and capacity increases, including in Australia, Chile, China and Silver Peak, Nevada, as well as productivity and continuity of operations projects in all segments. Train I of our Kemerton, Western Australia plant is operating and producing battery-grade product subject to customer qualification. Train II has achieved mechanical completion and transitioned to the commissioning stage. In addition, construction of our announced lithium conversion plant in Meishan, China is progressing on schedule, with estimated completion in 2024.

On October 18, 2023, the Company closed on the restructuring of the MARBL lithium joint venture in Australia (“MARBL”) with Mineral Resources Limited (“MRL”). This updated structure is intended to significantly simplify the commercial operation agreements previously entered into, retain full control of downstream conversion assets and to provide greater strategic opportunities for each company based on their global operations and the evolving lithium market.

Under the amended agreements, Albemarle acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with Mineral Resources through the MARBL joint venture. Following this restructuring, Albemarle and MRL each own 50% of the Wodgina Lithium Mine Project (“Wodgina”), and MRL operates the Wodgina mine on behalf of the joint venture. Albemarle expects to pay MRL between an estimated $380 million to $400 million in cash, which includes the $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.

Net current assets were $3.2 billion and $2.4 billion at September 30, 2023 and December 31, 2022, respectively. The increase is primarily due to increased inventory and accounts receivable balances from higher lithium pricing. Additional changes in the components of net current assets are primarily due to the timing of the sale of goods and other ordinary transactions leading up to the balance sheet dates. The additional changes are not the result of any policy changes by the

Company, and do not reflect any change in either the quality of our net current assets or our expectation of success in converting net working capital to cash in the ordinary course of business.

On February 23, 2023, we increased our quarterly dividend rate to $0.40 per share, an increase from the quarterly rate of $0.395 per share paid in 2022. The cash dividend declared on July 18, 2023 was paid on October 2, 2023 to shareholders of record at the close of business as of September 15, 2023.

At September 30, 2023 and December 31, 2022, our cash and cash equivalents included $1.6 billion and $1.3 billion, respectively, held by our foreign subsidiaries. The majority of these foreign cash balances are associated with earnings that we have asserted are indefinitely reinvested and which we plan to use to support our continued growth plans outside the U.S. through funding of capital expenditures, acquisitions, research, operating expenses or other similar cash needs of our foreign operations. From time to time, we repatriate cash associated with earnings from our foreign subsidiaries to the U.S. for normal operating needs through intercompany dividends, but only from subsidiaries whose earnings we have not asserted to be indefinitely reinvested or whose earnings qualify as “previously taxed income” as defined by the Internal Revenue Code. During the first nine months of 2023 and 2022 we repatriated $3.0 million and $1.7 million, respectively, of cash as part of these foreign earnings cash repatriation activities.

While we continue to closely monitor our cash generation, working capital management and capital spending in light of continuing uncertainties in the global economy, we believe that we will continue to have the financial flexibility and capability to opportunistically fund future growth initiatives. Additionally, we anticipate that future capital spending, including business acquisitions, share repurchases and other cash outlays, should be financed primarily with cash flow provided by operations and cash on hand, with additional cash needed, if any, provided by borrowings. The amount and timing of any additional borrowings will depend on our specific cash requirements.

Long-Term Debt

We currently have the following notes outstanding:

Issue Month/Year						Principal (in millions)						Interest Rate						Interest Payment Dates									Maturity Date
November 2019						€371.7						1.125%						November 25									November 25, 2025
May 2022(a)						$650.0						4.65%						June 1 and December 1									June 1, 2027
November 2019						€500.0						1.625%						November 25									November 25, 2028
November 2019(a)						$171.6						3.45%						May 15 and November 15									November 15, 2029
May 2022(a)						$600.0						5.05%						June 1 and December 1									June 1, 2032
November 2014(a)						$350.0						5.45%						June 1 and December 1									December 1, 2044
May 2022(a)						$450.0						5.65%						June 1 and December 1									June 1, 2052

(a) Denotes senior notes.

Our senior notes are senior unsecured obligations and rank equally with all our other senior unsecured indebtedness from time to time outstanding. The notes are effectively subordinated to all of our existing or future secured indebtedness and to the existing and future indebtedness of our subsidiaries. As is customary for such long-term debt instruments, each series of notes outstanding has terms that allow us to redeem the notes before maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of these notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis using the comparable government rate (as defined in the indentures governing these notes) plus between 25 and 40 basis points, depending on the series of notes, plus, in each case, accrued interest thereon to the date of redemption. Holders may require us to purchase such notes at 101% upon a change of control triggering event, as defined in the indentures. These notes are subject to typical events of default, including bankruptcy and insolvency events, nonpayment and the acceleration of certain subsidiary indebtedness of $40 million or more caused by a nonpayment default.

Our Euro notes issued in 2019 are unsecured and unsubordinated obligations and rank equally in right of payment to all our other unsecured senior obligations. The Euro notes are effectively subordinated to all of our existing or future secured indebtedness and to the existing and future indebtedness of our subsidiaries. As is customary for such long-term debt instruments, each series of notes outstanding has terms that allow us to redeem the notes before their maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued to, but excluding, the date of redemption) discounted to the redemption date on an annual

basis using the bond rate (as defined in the indentures governing these notes) plus between 25 and 35 basis points, depending on the series of notes, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption. Holders may require us to purchase such notes at 101% upon a change of control triggering event, as defined in the indentures. These notes are subject to typical events of default, including bankruptcy and insolvency events, nonpayment and the acceleration of certain subsidiary indebtedness exceeding $100 million caused by a nonpayment default.

On October 28, 2022, we amended our revolving, unsecured credit agreement (the “2018 Credit Agreement”), which provides for borrowings of up to $1.5 billion and matures on October 28, 2027. The 2018 Credit Agreement was originally dated as of June 21, 2018, and was previously amended on August 14, 2019, May 11, 2020 and December 10, 2021. Borrowings under the 2018 Credit Agreement bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin which ranges from 0.910% to 1.375%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate (“SOFR”) plus a term SOFR adjustment of 0.10%, plus the applicable margin. The applicable margin on the facility was 1.125% as of September 30, 2023. As of September 30, 2023 there were no borrowings outstanding under the 2018 Credit Agreement.

Borrowings under the 2018 Credit Agreement are conditioned upon satisfaction of certain conditions precedent, including the absence of defaults. The Company is subject to one financial covenant, as well as customary affirmative and negative covenants. The financial covenant requires that the Company’s consolidated net funded debt to consolidated EBITDA ratio (as such terms are defined in the 2018 Credit Agreement) be less than or equal to 3.50:1 for all fiscal quarters, subject to adjustments in accordance with the terms of the 2018 Credit Agreement relating to a consummation of an acquisition where the consideration includes cash proceeds from issuance of funded debt in excess of $500 million. The 2018 Credit Agreement also contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness. The occurrence of an event of default under the 2018 Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the 2018 Credit Agreement being terminated.

On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any time of $750.0 million. On May 17, 2023, we entered into definitive documentation to increase the size of our existing commercial paper program. The maximum aggregate face amount of Commercial Paper Notes outstanding at any time is $1.5 billion (up from $750 million prior to the increase). The proceeds from the issuance of the Commercial Paper Notes are expected to be used for general corporate purposes, including the repayment of other debt of the Company. The 2018 Credit Agreement is available to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the 2018 Credit Agreement and the Commercial Paper Notes will not exceed the $1.5 billion current maximum amount available under the 2018 Credit Agreement. The Commercial Paper Notes will be sold at a discount from par, or alternatively, will be sold at par and bear interest at rates that will vary based upon market conditions at the time of issuance. The maturities of the Commercial Paper Notes will vary but may not exceed 397 days from the date of issue. The definitive documents relating to the commercial paper program contain customary representations, warranties, default and indemnification provisions. At September 30, 2023, we had $156.5 million of Commercial Paper Notes outstanding bearing a weighted-average interest rate of approximately 5.52% and a weighted-average maturity of 3 days. The Commercial Paper Notes are classified as Current portion of long-term debt in our condensed consolidated balance sheets at September 30, 2023.

In the second quarter of 2023 the Company received a loan of $300.0 million to be repaid in five equal annual installments beginning on December 31, 2026. This interest-free loan was discounted using an imputed interest rate of 5.5% and the Company will amortize that discount through Interest and financing expenses over the term of the loan.

When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset, and the underlying assets are recorded in property, plant and equipment. We currently have the ability to transfer up to $540 million in assets under these arrangements. At September 30, 2023, there are $14.3 million of bonds outstanding under these arrangements.

The non-current portion of our long-term debt amounted to $3.5 billion at September 30, 2023, compared to $3.2 billion at December 31, 2022. In addition, at September 30, 2023, we had availability to borrow $1.3 billion under our commercial paper program and the 2018 Credit Agreement, and $186.1 million under other existing lines of credit, subject to the financial

covenant under the 2018 Credit Agreement. We have the ability and intent to refinance our borrowings under our other existing lines of credit with borrowings under the 2018 Credit Agreement, as applicable. Therefore, the amounts outstanding under those lines of credit, if any, are classified as long-term debt. We believe that at September 30, 2023 we were, and that we currently are, in compliance with all of our long-term debt covenants.

Off-Balance Sheet Arrangements

In the ordinary course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, including bank guarantees and letters of credit, which totaled approximately $191.2 million at September 30, 2023. None of these off-balance sheet arrangements has had, or is likely to have, a material effect on our current or future financial condition, results of operations, liquidity or capital resources.

Other Obligations

Our contractual obligations have not significantly changed, based on our ordinary business activities and projected capital expenditures noted above, from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2022.

Total expected 2023 contributions to our domestic and foreign qualified and nonqualified pension plans, including the Albemarle Corporation Supplemental Executive Retirement Plan, are expected to approximate $15 million. We may choose to make additional pension contributions in excess of this amount. We have made contributions of $10.8 million to our domestic and foreign pension plans (both qualified and nonqualified) during the nine-month period ended September 30, 2023.

The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $215.4 million at September 30, 2023 and $83.7 million at December 31, 2022. Related assets for corresponding offsetting benefits recorded in Other assets totaled $79.7 million at September 30, 2023 and $32.4 million at December 31, 2022. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of 2023 or the next twelve months, and we are unable to estimate the timing of any such cash payments in the future at this time.

We are subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To our knowledge, we are currently complying, and expect to continue to comply, in all material respects with applicable environmental laws, regulations, statutes and ordinances. Compliance with existing federal, state, local and foreign environmental protection laws is not expected to have a material effect on capital expenditures, earnings or our competitive position, but the costs associated with increased legal or regulatory requirements could have an adverse effect on our operating results.

Among other environmental requirements, we are subject to the federal Superfund law, and similar state laws, under which we may be designated as a potentially responsible party (“PRP”), and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Management believes that in cases in which we may have liability as a PRP, our liability for our share of cleanup is de minimis. Further, almost all such sites represent environmental issues that are quite mature and have been investigated, studied and in many cases settled. In de minimis situations, our policy generally is to negotiate a consent decree and to pay any apportioned settlement, enabling us to be effectively relieved of any further liability as a PRP, except for remote contingencies. In other than de minimis PRP matters, our records indicate that unresolved PRP exposures should be immaterial. We accrue and expense our proportionate share of PRP costs. Because management has been actively involved in evaluating environmental matters, we are able to conclude that the outstanding environmental liabilities for unresolved PRP sites should not have a material adverse effect upon our results of operations or financial condition.

Liquidity Outlook

We anticipate that cash on hand and cash provided by operating activities, divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures and share repurchases, make acquisitions, make pension contributions and pay dividends for the foreseeable future. Our main focus in the short-term, during the continued uncertainty surrounding the global economy, including recent inflationary trends, is to continue to maintain financial flexibility by continuing our cost savings initiative, while still protecting our employees and customers, committing to shareholder returns and maintaining an investment grade rating. Over the next three years, in terms of uses of cash, we will continue to invest in growth of the businesses and return value to shareholders. Additionally, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may require additional liquidity. Financing the purchase price of any such acquisitions could involve borrowing under existing or new credit facilities and/or the issuance of debt or equity securities, in addition to cash on hand.

Our growth investments include strategic investments in China with plans to build a battery grade lithium conversion plant in Meishan initially targeting 50,000 metric tonnes of LCE per year. Construction of the Meishan facility is currently underway and is expected to be completed in 2024. We also announced the decision to build two additional processing trains at the Kemerton lithium hydroxide plant in Western Australia. The additional trains would increase the facility’s production by 50,000 metric tonnes per year.

In October 2022, we announced we had been awarded a nearly $150 million grant from the U.S. Department of Energy to expand domestic manufacturing of batteries for EVs and the electrical grid and for materials and components currently imported from other countries. The grant funding is intended to support a portion of the anticipated cost to construct a new, commercial-scale U.S.-based lithium concentrator facility at our Kings Mountain, North Carolina, location. We expect the concentrator facility to create hundreds of construction and full-time jobs, and to supply up to 350,000 metric tonnes per year of spodumene concentrate to our previously announced mega-flex lithium conversion facility. To further support the restart of the the Kings Mountain mine, in August 2023, we announced a $90 million critical materials award from the U.S. Department of Defense.

In addition, we have announced plans to construct a new $1.3 billion lithium mega-flex processing facility in South Carolina capable of annually producing approximately 50,000 metric tonnes of battery-grade lithium hydroxide, with the potential to expand up to 100,000 metric tonnes. Construction is expected to begin in late 2024. In December 2022, we also acquired a location in Charlotte, North Carolina, where we intend to invest at least $180 million to establish the Albemarle Technology Park, a world-class facility designed for novel materials research, advanced process development, and acceleration of next-generation lithium products to market. We anticipate that innovations from the new site will enhance lithium recovery, improve production methods, and introduce new forms of lithium to enable breakthrough levels of battery performance. In addition, we anticipate the creation of at least 200 jobs at the site.

Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a result of moderating global economic conditions, continuing inflationary trends and reduced capital availability. We have experienced, and may continue to experience, volatility and increases in the price of certain raw materials and in transportation and energy costs as a result of global market and supply chain disruptions and the broader inflationary environment. As a result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.

Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in their credit standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with them, not renew their extensions of credit or not provide new financing to us. While the global corporate bond and bank loan markets remain strong, periods of elevated uncertainty related to the stability of the banking system, future pandemics or global economic and/or geopolitical concerns may limit efficient access to such markets for extended periods of time. If such concerns heighten, we may incur increased borrowing costs and reduced credit capacity as our various credit facilities mature. If the U.S. Federal Reserve or similar national reserve banks in other countries decide to continue tightening the monetary supply, we may incur increased borrowing costs (as interest rates increase on our variable rate credit facilities, as our various credit facilities mature or as we refinance any maturing fixed rate debt obligations), although these cost increases would be partially offset by increased income rates on portions of our cash deposits.

As first reported in 2018, following receipt of information regarding potential improper payments being made by third-party sales representatives of our Refining Solutions business, within what is now the Ketjen segment, we investigated and voluntarily self-reported potential violations of the U.S. Foreign Corrupt Practices Act to the DOJ and SEC, and also reported this conduct to the DPP. Since reporting these matters to the DOJ, SEC, and DPP, Albemarle has cooperated with these agencies in their investigations of this historical conduct. We have implemented appropriate remedial measures and strengthened our compliance program and related internal controls.

In September 2023, the Company finalized agreements to resolve these matters with the DOJ and SEC. The DPP has confirmed it will not pursue action in this matter. In connection with this resolution, which relates to conduct prior to 2018, we entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest to the DOJ and SEC. The resolution does not include a compliance monitorship, although the Company has agreed to certain ongoing compliance reporting obligations.

During the second quarter of 2023, the Company recorded a charge of $218.5 million in Selling, General and Administrative Expenses in its consolidated statement of operations and accrued a corresponding liability on its consolidated balance sheet for these agreements. The agreed upon amounts were paid to the DOJ and SEC in October 2023, with this matter considered finalized and no future financial obligations expected.

Overall, with generally strong cash-generative businesses and no significant long-term debt maturities before 2025, we believe we have, and will be able to maintain, a solid liquidity position.

We had cash and cash equivalents totaling $1.6 billion at September 30, 2023, of which $1.59 billion is held by our foreign subsidiaries. This cash represents an important source of our liquidity and is invested in bank accounts or money market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or our commercial paper program.

Guarantor Financial Information

Albemarle Wodgina Pty Ltd Issued Notes

Albemarle Wodgina Pty Ltd (the “Issuer”), a wholly-owned subsidiary of Albemarle Corporation, issued $300.0 million aggregate principal amount of 3.45% Senior Notes due 2029 (the “3.45% Senior Notes”) in November 2019. The 3.45% Senior Notes are fully and unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by Albemarle Corporation (the “Parent Guarantor”). No direct or indirect subsidiaries of the Parent Guarantor guarantee the 3.45% Senior Notes (such subsidiaries are referred to as the “Non-Guarantors”).

In 2019, we completed the acquisition of a 60% interest in MRL’s Wodgina hard rock lithium mine project (“Wodgina Project”) in Western Australia and formed an unincorporated joint venture with MRL, named MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina spodumene mine and for the operation of the Kemerton assets in Western Australia. We participate in the Wodgina Project through our ownership interest in the Issuer. On July 19, 2023 we announced an agreement to amend the terms of this joint venture to decrease our ownership interest in the MARBL joint venture and the Wodgina Project to 50%, and, on October 18, 2023, we announced the closing of the transactions pursuant to the amended agreements.

The Parent Guarantor conducts its U.S. Specialties and Ketjen operations directly, and conducts its other operations (other than operations conducted through the Issuer) through the Non-Guarantors.

The 3.45% Senior Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment to the senior indebtedness of the Issuer, effectively subordinated to all of the secured indebtedness of the Issuer, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities of its subsidiaries. The Guarantee is the senior unsecured obligation of the Parent Guarantor and ranks equally in right of payment to the senior indebtedness of the Parent Guarantor, effectively subordinated to the secured debt of the Parent Guarantor to the extent of the value of the assets securing the indebtedness and structurally subordinated to all indebtedness and other liabilities of its subsidiaries.

For cash management purposes, the Parent Guarantor transfers cash among itself, the Issuer and the Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Issuer and/or the Parent Guarantor’s outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Issuer or the Parent Guarantor to obtain funds from subsidiaries by dividend or loan.

The following tables present summarized financial information for the Parent Guarantor and the Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Parent Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2022.

Summarized Statement of Operations

$ in thousands			Nine Months Ended September 30, 2023						Year Ended December 31, 2022
Net sales(a)			$	1,846,330					$	2,981,170
Gross profit			707,002						636,894
Income before income taxes and equity in net income of unconsolidated investments(b)			150,811						52,048
Net income attributable to the Parent Guarantor and the Issuer			14,865						119,551

(a) Includes net sales to Non-Guarantors of $1.2 billion and $2.2 billion for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

(b) Includes intergroup expenses to Non-Guarantors of $84.5 million and $134.2 million for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

Summarized Balance Sheet

$ in thousands			September 30, 2023						December 31, 2022
Current assets(a)			$	868,398					$	1,274,018
Net property, plant and equipment			3,623,440						3,379,369
Other noncurrent assets(b)			651,128						687,603
Current liabilities(c)			$	2,386,383					$	2,103,749
Long-term debt			2,262,244						2,260,397
Other noncurrent liabilities(d)			6,884,987						7,173,636

(a) Includes receivables from Non-Guarantors of $365.1 million and $605.3 million at September 30, 2023 and December 31, 2022, respectively.

(b) Includes noncurrent receivables from Non-Guarantors of $9.1 million and $109.3 million at September 30, 2023 and December 31, 2022, respectively.

(c) Includes current payables to Non-Guarantors of $1.3 billion and $1.6 billion at September 30, 2023 and December 31, 2022, respectively.

(d) Includes noncurrent payables to Non-Guarantors of $6.4 billion and $6.6 billion at September 30, 2023 and December 31, 2022, respectively.

The 3.45% Senior Notes are structurally subordinated to the indebtedness and other liabilities of the Non-Guarantors. The Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the 3.45% Senior Notes or the Indenture under which the 3.45% Senior Notes were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Parent Guarantor has to receive any assets of any of the Non-Guarantors upon the liquidation or reorganization of any Non-Guarantor, and the consequent rights of holders of the 3.45% Senior Notes to realize proceeds from the sale of any of a Non-Guarantor’s assets, would be effectively subordinated to the claims of such Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantors, the Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Parent Guarantor.

The 3.45% Senior Notes are obligations of the Issuer. The Issuer’s cash flow and ability to make payments on the 3.45% Senior Notes could be dependent upon the earnings it derives from the production from MARBL for the Wodgina Project. Absent income received from sales of its share of production from MARBL, the Issuer’s ability to service the 3.45% Senior Notes could be dependent upon the earnings of the Parent Guarantor’s subsidiaries and other joint ventures and the payment of those earnings to the Issuer in the form of equity, loans or advances and through repayment of loans or advances from the Issuer.

The Issuer’s obligations in respect of MARBL are guaranteed by the Parent Guarantor. Further, under MARBL pursuant to a deed of cross security between the Issuer, the joint venture partner and the manager of the project (the “Manager”), each of the Issuer, and the joint venture partner have granted security to each other and the Manager for the obligations each of the Issuer and the joint venture partner have to each other and to the Manager. The claims of the joint venture partner, the Manager and other secured creditors of the Issuer will have priority as to the assets of the Issuer over the claims of holders of the 3.45% Senior Notes.

Albemarle Corporation Issued Notes

In March 2021, Albemarle New Holding GmbH (the “Subsidiary Guarantor”), a wholly-owned subsidiary of Albemarle Corporation, added a full and unconditional guarantee (the “Upstream Guarantee”) to all securities of Albemarle Corporation (the “Parent Issuer”) issued and outstanding as of such date and, subject to the terms of the applicable amendment or supplement, securities issuable by the Parent Issuer pursuant to the Indenture, dated as of January 20, 2005, as amended and supplemented from time to time (the “Indenture”). No other direct or indirect subsidiaries of the Parent Issuer guarantee these securities (such subsidiaries are referred to as the “Upstream Non-Guarantors”). See Long-term debt section above for a description of the securities issued by the Parent Issuer.

The current securities outstanding under the Indenture are the Parent Issuer’s unsecured and unsubordinated obligations and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Parent Issuer. All securities currently outstanding under the Indenture are effectively subordinated to the Parent Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. With respect to any series of securities issued under the Indenture that is subject to the Upstream Guarantee (which series of securities does not include the 2022 Notes), the Upstream Guarantee is, and will be, an unsecured and unsubordinated obligation of the Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Subsidiary Guarantor. All securities currently outstanding under the Indenture (other than the 2022 Notes) are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries other than the Subsidiary Guarantor. The 2022 Notes are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries, including the Subsidiary Guarantor.

For cash management purposes, the Parent Issuer transfers cash among itself, the Subsidiary Guarantor and the Upstream Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Parent Issuer and/or the Subsidiary Guarantor’s outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Parent Issuer or the Subsidiary Guarantor to obtain funds from subsidiaries by dividend or loan.

The following tables present summarized financial information for the Subsidiary Guarantor and the Parent Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Issuer and the Subsidiary Guarantor and (ii) equity in earnings from and investments in any subsidiary that is an Upstream Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Summarized Statement of Operations

$ in thousands			Nine Months Ended September 30, 2023						Year Ended December 31, 2022
Net sales(a)			$	982,219					$	2,557,914
Gross profit			94,532						353,515
Loss before income taxes and equity in net income of unconsolidated investments(b)			(469,074)						(121,421)
Loss attributable to the Subsidiary Guarantor and the Parent Issuer			(657,443)						(77,487)

(a) Includes net sales to Non-Guarantors of $385.8 million and $1.8 billion for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

(b) Includes intergroup expenses to Non-Guarantors of $56.8 million and $25.4 million for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

Summarized Balance Sheet

$ in thousands			September 30, 2023						December 31, 2022
Current assets(a)			$	645,390					$	1,261,682
Net property, plant and equipment			1,026,542						893,715
Other non-current assets(b)			1,731,792						1,783,357
Current liabilities(c)			$	2,278,915					$	1,981,456
Long-term debt			2,952,614						2,955,934
Other noncurrent liabilities(d)			6,437,999						6,393,534

(a) Includes receivables from Non-Guarantors of $313.7 million and $644.0 million at September 30, 2023 and December 31, 2022, respectively.

(b) Includes noncurrent receivables from Non-Guarantors of $1.1 billion and $1.2 billion at September 30, 2023 and December 31, 2022, respectively.

(c) Includes current payables to Non-Guarantors of $1.3 billion and $1.6 billion at September 30, 2023 and December 31, 2022, respectively.

(d) Includes noncurrent payables to Non-Guarantors of $6.0 billion and $5.8 billion at September 30, 2023 and December 31, 2022, respectively.

These securities are structurally subordinated to the indebtedness and other liabilities of the Upstream Non-Guarantors. The Upstream Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to these securities or the Indenture under which these securities were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Subsidiary Guarantor has to receive any assets of any of the Upstream Non-Guarantors upon the liquidation or reorganization of any Upstream Non-Guarantors, and the consequent rights of holders of these securities to realize proceeds from the sale of any of an Upstream Non-Guarantor’s assets, would be effectively subordinated to the claims of such Upstream Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Upstream Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Upstream Non-Guarantors, the Upstream Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Subsidiary Guarantor.

Summary of Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Item 1 Financial Statements – Note 18, “Recently Issued Accounting Pronouncements” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.