☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Virginia
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54-1692118
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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COMMON STOCK, $.01 Par Value
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ALB
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New York Stock Exchange
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Page
Number(s)
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8-24
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25-37
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EXHIBITS
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Item 1.
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Financial Statements (Unaudited).
|
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Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net sales
|
$
|
738,845
|
|
|
$
|
832,064
|
|
Cost of goods sold
|
496,827
|
|
|
548,578
|
|
||
Gross profit
|
242,018
|
|
|
283,486
|
|
||
Selling, general and administrative expenses
|
101,877
|
|
|
113,355
|
|
||
Research and development expenses
|
16,097
|
|
|
14,977
|
|
||
Operating profit
|
124,044
|
|
|
155,154
|
|
||
Interest and financing expenses
|
(16,885
|
)
|
|
(12,586
|
)
|
||
Other income, net
|
8,314
|
|
|
11,291
|
|
||
Income before income taxes and equity in net income of unconsolidated investments
|
115,473
|
|
|
153,859
|
|
||
Income tax expense
|
18,442
|
|
|
37,514
|
|
||
Income before equity in net income of unconsolidated investments
|
97,031
|
|
|
116,345
|
|
||
Equity in net income of unconsolidated investments (net of tax)
|
26,604
|
|
|
35,181
|
|
||
Net income
|
123,635
|
|
|
151,526
|
|
||
Net income attributable to noncontrolling interests
|
(16,431
|
)
|
|
(17,957
|
)
|
||
Net income attributable to Albemarle Corporation
|
$
|
107,204
|
|
|
$
|
133,569
|
|
Basic earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
Weighted-average common shares outstanding – basic
|
106,227
|
|
|
105,799
|
|
||
Weighted-average common shares outstanding – diluted
|
106,512
|
|
|
106,356
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income
|
$
|
123,635
|
|
|
$
|
151,526
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
||||
Foreign currency translation
|
(81,986
|
)
|
|
(10,855
|
)
|
||
Pension and postretirement benefits
|
9
|
|
|
7
|
|
||
Net investment hedge
|
2,081
|
|
|
3,304
|
|
||
Cash flow hedge
|
(51,460
|
)
|
|
—
|
|
||
Interest rate swap
|
648
|
|
|
641
|
|
||
Total other comprehensive loss, net of tax
|
(130,708
|
)
|
|
(6,903
|
)
|
||
Comprehensive (loss) income
|
(7,073
|
)
|
|
144,623
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(16,477
|
)
|
|
(17,910
|
)
|
||
Comprehensive (loss) income attributable to Albemarle Corporation
|
$
|
(23,550
|
)
|
|
$
|
126,713
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
553,228
|
|
|
$
|
613,110
|
|
Trade accounts receivable, less allowance for doubtful accounts (2020 – $3,700; 2019 – $3,711)
|
518,703
|
|
|
612,651
|
|
||
Other accounts receivable
|
73,765
|
|
|
67,551
|
|
||
Inventories
|
853,500
|
|
|
768,984
|
|
||
Other current assets
|
155,985
|
|
|
162,813
|
|
||
Total current assets
|
2,155,181
|
|
|
2,225,109
|
|
||
Property, plant and equipment, at cost
|
6,973,817
|
|
|
6,817,843
|
|
||
Less accumulated depreciation and amortization
|
1,947,848
|
|
|
1,908,370
|
|
||
Net property, plant and equipment
|
5,025,969
|
|
|
4,909,473
|
|
||
Investments
|
543,670
|
|
|
579,813
|
|
||
Other assets
|
219,202
|
|
|
213,061
|
|
||
Goodwill
|
1,559,055
|
|
|
1,578,785
|
|
||
Other intangibles, net of amortization
|
344,561
|
|
|
354,622
|
|
||
Total assets
|
$
|
9,847,638
|
|
|
$
|
9,860,863
|
|
Liabilities And Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
573,075
|
|
|
$
|
574,138
|
|
Accrued expenses
|
491,579
|
|
|
553,160
|
|
||
Current portion of long-term debt
|
35,615
|
|
|
187,336
|
|
||
Dividends payable
|
40,715
|
|
|
38,764
|
|
||
Current operating lease liability
|
23,826
|
|
|
23,137
|
|
||
Income taxes payable
|
28,116
|
|
|
32,461
|
|
||
Total current liabilities
|
1,192,926
|
|
|
1,408,996
|
|
||
Long-term debt
|
3,105,225
|
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|
2,862,921
|
|
||
Postretirement benefits
|
50,673
|
|
|
50,899
|
|
||
Pension benefits
|
285,851
|
|
|
292,073
|
|
||
Other noncurrent liabilities
|
768,757
|
|
|
754,536
|
|
||
Deferred income taxes
|
402,681
|
|
|
397,858
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Albemarle Corporation shareholders’ equity:
|
|
|
|
||||
Common stock, $.01 par value, issued and outstanding – 106,319 in 2020 and 106,040 in 2019
|
1,063
|
|
|
1,061
|
|
||
Additional paid-in capital
|
1,393,681
|
|
|
1,383,446
|
|
||
Accumulated other comprehensive loss
|
(526,489
|
)
|
|
(395,735
|
)
|
||
Retained earnings
|
3,009,749
|
|
|
2,943,478
|
|
||
Total Albemarle Corporation shareholders’ equity
|
3,878,004
|
|
|
3,932,250
|
|
||
Noncontrolling interests
|
163,521
|
|
|
161,330
|
|
||
Total equity
|
4,041,525
|
|
|
4,093,580
|
|
||
Total liabilities and equity
|
$
|
9,847,638
|
|
|
$
|
9,860,863
|
|
(In Thousands, Except Share Data)
|
|
|
|
|
Additional
Paid-in Capital
|
|
Accumulated Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total Albemarle
Shareholders’ Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||
Common Stock
|
|
|||||||||||||||||||||||||||||
Shares
|
|
Amounts
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance at January 1, 2020
|
106,040,215
|
|
|
$
|
1,061
|
|
|
$
|
1,383,446
|
|
|
$
|
(395,735
|
)
|
|
$
|
2,943,478
|
|
|
$
|
3,932,250
|
|
|
$
|
161,330
|
|
|
$
|
4,093,580
|
|
Net income
|
|
|
|
|
|
|
|
|
107,204
|
|
|
107,204
|
|
|
16,431
|
|
|
123,635
|
|
|||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
(130,754
|
)
|
|
|
|
(130,754
|
)
|
|
46
|
|
|
(130,708
|
)
|
|||||||||||
Cash dividends declared, $0.385 per common share
|
|
|
|
|
|
|
|
|
(40,933
|
)
|
|
(40,933
|
)
|
|
(14,286
|
)
|
|
(55,219
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
3,867
|
|
|
|
|
|
|
3,867
|
|
|
|
|
3,867
|
|
||||||||||||
Exercise of stock options
|
193,537
|
|
|
2
|
|
|
10,193
|
|
|
|
|
|
|
10,195
|
|
|
|
|
10,195
|
|
||||||||||
Issuance of common stock, net
|
132,320
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
(47,458
|
)
|
|
(1
|
)
|
|
(3,824
|
)
|
|
|
|
|
|
(3,825
|
)
|
|
|
|
(3,825
|
)
|
||||||||||
Balance at March 31, 2020
|
106,318,614
|
|
|
$
|
1,063
|
|
|
$
|
1,393,681
|
|
|
$
|
(526,489
|
)
|
|
$
|
3,009,749
|
|
|
$
|
3,878,004
|
|
|
$
|
163,521
|
|
|
$
|
4,041,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2019
|
105,616,028
|
|
|
$
|
1,056
|
|
|
$
|
1,368,897
|
|
|
$
|
(350,682
|
)
|
|
$
|
2,566,050
|
|
|
$
|
3,585,321
|
|
|
$
|
173,787
|
|
|
$
|
3,759,108
|
|
Net income
|
|
|
|
|
|
|
|
|
133,569
|
|
|
133,569
|
|
|
17,957
|
|
|
151,526
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(6,856
|
)
|
|
|
|
(6,856
|
)
|
|
(47
|
)
|
|
(6,903
|
)
|
|||||||||||
Cash dividends declared, $0.3675 per common share
|
|
|
|
|
|
|
|
|
(38,935
|
)
|
|
(38,935
|
)
|
|
—
|
|
|
(38,935
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
7,277
|
|
|
|
|
|
|
7,277
|
|
|
|
|
7,277
|
|
||||||||||||
Exercise of stock options
|
114,128
|
|
|
1
|
|
|
2,675
|
|
|
|
|
|
|
2,676
|
|
|
|
|
2,676
|
|
||||||||||
Issuance of common stock, net
|
340,111
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Increase in ownership interest of noncontrolling interest
|
|
|
|
|
(523
|
)
|
|
|
|
|
|
(523
|
)
|
|
68
|
|
|
(455
|
)
|
|||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
(120,256
|
)
|
|
(1
|
)
|
|
(10,254
|
)
|
|
|
|
|
|
(10,255
|
)
|
|
|
|
(10,255
|
)
|
||||||||||
Balance at March 31, 2019
|
105,950,011
|
|
|
$
|
1,059
|
|
|
$
|
1,368,069
|
|
|
$
|
(357,538
|
)
|
|
$
|
2,660,684
|
|
|
$
|
3,672,274
|
|
|
$
|
191,765
|
|
|
$
|
3,864,039
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash and cash equivalents at beginning of year
|
$
|
613,110
|
|
|
$
|
555,320
|
|
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
123,635
|
|
|
151,526
|
|
||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
53,694
|
|
|
49,283
|
|
||
Gain on sale of property
|
—
|
|
|
(11,079
|
)
|
||
Stock-based compensation and other
|
2,501
|
|
|
5,556
|
|
||
Equity in net income of unconsolidated investments (net of tax)
|
(26,604
|
)
|
|
(35,181
|
)
|
||
Dividends received from unconsolidated investments and nonmarketable securities
|
—
|
|
|
3,034
|
|
||
Pension and postretirement (benefit) expense
|
(1,719
|
)
|
|
578
|
|
||
Pension and postretirement contributions
|
(6,113
|
)
|
|
(3,555
|
)
|
||
Unrealized gain on investments in marketable securities
|
(627
|
)
|
|
(476
|
)
|
||
Deferred income taxes
|
4,790
|
|
|
7,580
|
|
||
Working capital changes
|
17,730
|
|
|
(122,939
|
)
|
||
Other, net
|
(12,233
|
)
|
|
10,589
|
|
||
Net cash provided by operating activities
|
155,054
|
|
|
54,916
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(22,572
|
)
|
|
—
|
|
||
Capital expenditures
|
(214,529
|
)
|
|
(216,132
|
)
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
10,356
|
|
||
Sales of marketable securities, net
|
2,589
|
|
|
1,090
|
|
||
Investments in equity and other corporate investments
|
(356
|
)
|
|
(2,509
|
)
|
||
Net cash used in investing activities
|
(234,868
|
)
|
|
(207,195
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings of credit agreements
|
250,000
|
|
|
—
|
|
||
Other (repayments) borrowings, net
|
(151,872
|
)
|
|
118,223
|
|
||
Dividends paid to shareholders
|
(38,982
|
)
|
|
(35,387
|
)
|
||
Dividends paid to noncontrolling interests
|
(14,286
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
10,195
|
|
|
2,676
|
|
||
Withholding taxes paid on stock-based compensation award distributions
|
(3,825
|
)
|
|
(10,255
|
)
|
||
Debt financing costs
|
(214
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
51,016
|
|
|
75,257
|
|
||
Net effect of foreign exchange on cash and cash equivalents
|
(31,084
|
)
|
|
(13,024
|
)
|
||
Decrease in cash and cash equivalents
|
(59,882
|
)
|
|
(90,046
|
)
|
||
Cash and cash equivalents at end of period
|
$
|
553,228
|
|
|
$
|
465,274
|
|
(a)
|
Represents 60% ownership interest in finance lease acquired. See Note 10, “Leases,” for further information on the Company’s leases.
|
|
Lithium
|
|
Bromine Specialties
|
|
Catalysts
|
|
All Other
|
|
Total
|
||||||||||
Balance at December 31, 2019
|
$
|
1,370,846
|
|
|
$
|
20,319
|
|
|
$
|
181,034
|
|
|
$
|
6,586
|
|
|
$
|
1,578,785
|
|
Acquisitions(a)
|
(12,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,382
|
)
|
|||||
Foreign currency translation adjustments and other
|
(5,335
|
)
|
|
—
|
|
|
(2,013
|
)
|
|
—
|
|
|
(7,348
|
)
|
|||||
Balance at March 31, 2020
|
$
|
1,353,129
|
|
|
$
|
20,319
|
|
|
$
|
179,021
|
|
|
$
|
6,586
|
|
|
$
|
1,559,055
|
|
(a)
|
Represents preliminary purchase price adjustments for the Wodgina Project acquisition. See Note 2, “Acquisitions” for additional information.
|
|
Customer Lists and Relationships
|
|
Trade Names and Trademarks(a)
|
|
Patents and Technology
|
|
Other
|
|
Total
|
||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2019
|
$
|
422,462
|
|
|
$
|
18,087
|
|
|
$
|
55,020
|
|
|
$
|
41,282
|
|
|
$
|
536,851
|
|
Foreign currency translation adjustments and other
|
(1,606
|
)
|
|
(357
|
)
|
|
(310
|
)
|
|
(2,581
|
)
|
|
(4,854
|
)
|
|||||
Balance at March 31, 2020
|
$
|
420,856
|
|
|
$
|
17,730
|
|
|
$
|
54,710
|
|
|
$
|
38,701
|
|
|
$
|
531,997
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2019
|
$
|
(116,749
|
)
|
|
$
|
(7,938
|
)
|
|
$
|
(36,197
|
)
|
|
$
|
(21,345
|
)
|
|
$
|
(182,229
|
)
|
Amortization
|
(5,544
|
)
|
|
—
|
|
|
(341
|
)
|
|
(215
|
)
|
|
(6,100
|
)
|
|||||
Foreign currency translation adjustments and other
|
420
|
|
|
14
|
|
|
130
|
|
|
329
|
|
|
893
|
|
|||||
Balance at March 31, 2020
|
$
|
(121,873
|
)
|
|
$
|
(7,924
|
)
|
|
$
|
(36,408
|
)
|
|
$
|
(21,231
|
)
|
|
$
|
(187,436
|
)
|
Net Book Value at December 31, 2019
|
$
|
305,713
|
|
|
$
|
10,149
|
|
|
$
|
18,823
|
|
|
$
|
19,937
|
|
|
$
|
354,622
|
|
Net Book Value at March 31, 2020
|
$
|
298,983
|
|
|
$
|
9,806
|
|
|
$
|
18,302
|
|
|
$
|
17,470
|
|
|
$
|
344,561
|
|
(a)
|
Net Book Value includes only indefinite-lived intangible assets.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Basic earnings per share
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Albemarle Corporation
|
$
|
107,204
|
|
|
$
|
133,569
|
|
Denominator:
|
|
|
|
||||
Weighted-average common shares for basic earnings per share
|
106,227
|
|
|
105,799
|
|
||
Basic earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
|
|
|
|
||||
Diluted earnings per share
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Albemarle Corporation
|
$
|
107,204
|
|
|
$
|
133,569
|
|
Denominator:
|
|
|
|
||||
Weighted-average common shares for basic earnings per share
|
106,227
|
|
|
105,799
|
|
||
Incremental shares under stock compensation plans
|
285
|
|
|
557
|
|
||
Weighted-average common shares for diluted earnings per share
|
106,512
|
|
|
106,356
|
|
||
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Finished goods(a)
|
$
|
562,231
|
|
|
$
|
495,639
|
|
Raw materials and work in process(b)
|
221,173
|
|
|
205,781
|
|
||
Stores, supplies and other
|
70,096
|
|
|
67,564
|
|
||
Total
|
$
|
853,500
|
|
|
$
|
768,984
|
|
(a)
|
Increase primarily due to the build-up of inventory in Lithium and Catalysts for forecasted sales during the remainder of 2020.
|
(b)
|
Included $117.8 million and $109.3 million at March 31, 2020 and December 31, 2019, respectively, of work in process in our Lithium segment.
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
1.125% notes, net of unamortized discount and debt issuance costs of $4,342 at March 31, 2020 and $5,659 at December 31, 2019
|
$
|
547,156
|
|
|
$
|
549,241
|
|
1.625% notes, net of unamortized discount and debt issuance costs of $5,938 at March 31, 2020 and $5,696 at December 31, 2019
|
545,560
|
|
|
549,204
|
|
||
1.875% Senior notes, net of unamortized discount and debt issuance costs of $1,585 at March 31, 2020 and $1,831 at December 31, 2019.
|
431,820
|
|
|
434,241
|
|
||
3.45% Senior notes, net of unamortized discount and debt issuance costs of $3,274 at March 31, 2020 and $3,533 at December 31, 2019
|
296,725
|
|
|
296,467
|
|
||
4.15% Senior notes, net of unamortized discount and debt issuance costs of $2,275 at March 31, 2020 and $2,398 at December 31, 2019
|
422,724
|
|
|
422,603
|
|
||
5.45% Senior notes, net of unamortized discount and debt issuance costs of $3,811 at March 31, 2020 and $3,850 at December 31, 2019
|
346,189
|
|
|
346,150
|
|
||
Floating rate notes, net of unamortized debt issuance costs of $962 at March 31, 2020 and $1,169 at December 31, 2019
|
199,037
|
|
|
198,831
|
|
||
Revolving credit facility
|
250,000
|
|
|
—
|
|
||
Commercial paper notes
|
35,000
|
|
|
186,700
|
|
||
Variable-rate foreign bank loans
|
7,300
|
|
|
7,296
|
|
||
Finance lease obligations
|
59,329
|
|
|
59,524
|
|
||
Total long-term debt
|
3,140,840
|
|
|
3,050,257
|
|
||
Less amounts due within one year
|
35,615
|
|
|
187,336
|
|
||
Long-term debt, less current portion
|
$
|
3,105,225
|
|
|
$
|
2,862,921
|
|
Beginning balance at December 31, 2019
|
$
|
42,592
|
|
Expenditures
|
(918
|
)
|
|
Accretion of discount
|
216
|
|
|
Foreign currency translation adjustments
|
(183
|
)
|
|
Ending balance at March 31, 2020
|
41,707
|
|
|
Less amounts reported in Accrued expenses
|
9,379
|
|
|
Amounts reported in Other noncurrent liabilities
|
$
|
32,328
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating lease cost
|
$
|
8,740
|
|
|
$
|
9,421
|
|
Finance lease cost:
|
|
|
|
||||
Amortization of right of use assets
|
154
|
|
|
178
|
|
||
Interest on lease liabilities
|
650
|
|
|
33
|
|
||
Total finance lease cost
|
804
|
|
|
211
|
|
||
|
|
|
|
||||
Short-term lease cost
|
2,883
|
|
|
1,966
|
|
||
Variable lease cost
|
1,948
|
|
|
1,086
|
|
||
Total lease cost
|
$
|
14,375
|
|
|
$
|
12,684
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
11,177
|
|
|
$
|
8,930
|
|
Operating cash flows from finance leases
|
380
|
|
|
33
|
|
||
Financing cash flows from finance leases
|
172
|
|
|
171
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Operating leases
|
16,021
|
|
|
—
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Operating leases:
|
|
|
|
||||
Other assets
|
$
|
141,827
|
|
|
$
|
133,864
|
|
|
|
|
|
||||
Current operating lease liability
|
23,826
|
|
|
23,137
|
|
||
Other noncurrent liabilities
|
119,233
|
|
|
114,686
|
|
||
Total operating lease liabilities
|
143,059
|
|
|
137,823
|
|
||
Finance leases:
|
|
|
|
||||
Net property, plant and equipment
|
59,320
|
|
|
59,494
|
|
||
|
|
|
|
||||
Current portion of long-term debt
|
615
|
|
|
636
|
|
||
Long-term debt
|
58,713
|
|
|
58,888
|
|
||
Total finance lease liabilities
|
59,328
|
|
|
59,524
|
|
||
Weighted average remaining lease term (in years):
|
|
|
|
||||
Operating leases
|
15.8
|
|
|
11.4
|
|
||
Finance leases
|
28.2
|
|
|
28.3
|
|
||
Weighted average discount rate (%):
|
|
|
|
||||
Operating leases
|
4.08
|
%
|
|
3.84
|
%
|
||
Finance leases
|
4.56
|
%
|
|
4.56
|
%
|
|
Operating Leases
|
|
Finance Leases
|
||||
Remainder of 2020
|
$
|
23,100
|
|
|
$
|
1,652
|
|
2021
|
18,498
|
|
|
2,129
|
|
||
2022
|
14,652
|
|
|
4,408
|
|
||
2023
|
13,205
|
|
|
4,408
|
|
||
2024
|
12,181
|
|
|
4,408
|
|
||
Thereafter
|
148,998
|
|
|
94,324
|
|
||
Total lease payments
|
230,634
|
|
|
111,329
|
|
||
Less imputed interest
|
87,575
|
|
|
52,001
|
|
||
Total
|
$
|
143,059
|
|
|
$
|
59,328
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Net sales:
|
|
|
|
||||
Lithium
|
$
|
236,818
|
|
|
$
|
291,886
|
|
Bromine Specialties
|
231,592
|
|
|
249,052
|
|
||
Catalysts
|
207,207
|
|
|
251,648
|
|
||
All Other
|
63,228
|
|
|
39,478
|
|
||
Total net sales
|
$
|
738,845
|
|
|
$
|
832,064
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
Lithium
|
$
|
78,637
|
|
|
$
|
115,616
|
|
Bromine Specialties
|
83,262
|
|
|
78,597
|
|
||
Catalysts
|
47,470
|
|
|
60,071
|
|
||
All Other
|
22,824
|
|
|
7,243
|
|
||
Corporate
|
(35,828
|
)
|
|
(35,660
|
)
|
||
Total adjusted EBITDA
|
$
|
196,365
|
|
|
$
|
225,867
|
|
|
Lithium
|
|
Bromine Specialties
|
|
Catalysts
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
53,240
|
|
|
$
|
71,665
|
|
|
$
|
34,892
|
|
|
$
|
159,797
|
|
|
$
|
20,846
|
|
|
$
|
(73,439
|
)
|
|
$
|
107,204
|
|
Depreciation and amortization
|
25,397
|
|
|
11,597
|
|
|
12,578
|
|
|
49,572
|
|
|
1,978
|
|
|
2,144
|
|
|
53,694
|
|
|||||||
Restructuring and other(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,847
|
|
|
1,847
|
|
|||||||
Acquisition and integration related costs(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,951
|
|
|
2,951
|
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,885
|
|
|
16,885
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,442
|
|
|
18,442
|
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,908
|
)
|
|
(2,908
|
)
|
|||||||
Other(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|
(1,750
|
)
|
|||||||
Adjusted EBITDA
|
$
|
78,637
|
|
|
$
|
83,262
|
|
|
$
|
47,470
|
|
|
$
|
209,369
|
|
|
$
|
22,824
|
|
|
$
|
(35,828
|
)
|
|
$
|
196,365
|
|
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
93,169
|
|
|
$
|
67,480
|
|
|
$
|
47,859
|
|
|
$
|
208,508
|
|
|
$
|
5,206
|
|
|
$
|
(80,145
|
)
|
|
$
|
133,569
|
|
Depreciation and amortization
|
22,092
|
|
|
11,117
|
|
|
12,212
|
|
|
45,421
|
|
|
2,037
|
|
|
1,825
|
|
|
49,283
|
|
|||||||
Acquisition and integration related costs(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,285
|
|
|
5,285
|
|
|||||||
Gain on sale of property(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,079
|
)
|
|
(11,079
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,586
|
|
|
12,586
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,514
|
|
|
37,514
|
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(583
|
)
|
|
(583
|
)
|
|||||||
Other(e)
|
355
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
(1,063
|
)
|
|
(708
|
)
|
|||||||
Adjusted EBITDA
|
$
|
115,616
|
|
|
$
|
78,597
|
|
|
$
|
60,071
|
|
|
$
|
254,284
|
|
|
$
|
7,243
|
|
|
$
|
(35,660
|
)
|
|
$
|
225,867
|
|
(a)
|
Severance payments as part of a business reorganization plan, $0.7 million recorded in Cost of goods sold, $1.5 million recorded in Selling, general and administrative expenses and a $0.3 million gain recorded in Net income attributable to noncontrolling interest for the portion of severance expense allocated to our Jordanian joint venture partner.
|
(b)
|
Included acquisition and integration related costs relating to various significant projects. For the three-month periods ended March 31, 2020 and 2019, $3.0 million and $5.3 million was recorded in Selling, general and administrative expenses, respectively.
|
(c)
|
Included amounts for the three months ended March 31, 2020 recorded in:
|
▪
|
Other income, net - $2.6 million gain resulting from the settlement of a legal matter related to a business sold, partially offset by a $0.8 million loss resulting from the adjustment of indemnifications related to previously disposed businesses.
|
(d)
|
Gain recorded in Other income, net related to the sale of land in Pasadena, Texas not used as part of our operations.
|
(e)
|
Included amounts for the three months ended March 31, 2019 recorded in:
|
▪
|
Cost of goods sold - $0.4 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
|
▪
|
Selling, general and administrative expenses - Severance payments as part of a business reorganization plan of $0.5 million.
|
▪
|
Other income, net - $1.6 million of a net gain resulting from the adjustment of indemnifications and other liabilities related to previously disposed businesses.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Pension Benefits Cost (Credit):
|
|
|
|
||||
Service cost
|
$
|
1,214
|
|
|
$
|
1,130
|
|
Interest cost
|
6,687
|
|
|
8,320
|
|
||
Expected return on assets
|
(10,063
|
)
|
|
(9,452
|
)
|
||
Amortization of prior service benefit
|
(51
|
)
|
|
6
|
|
||
Total net pension benefits (credit) cost
|
$
|
(2,213
|
)
|
|
$
|
4
|
|
Postretirement Benefits Cost:
|
|
|
|
||||
Service cost
|
$
|
26
|
|
|
$
|
24
|
|
Interest cost
|
468
|
|
|
549
|
|
||
Total net postretirement benefits cost
|
$
|
494
|
|
|
$
|
573
|
|
Total net pension and postretirement benefits (credit) cost
|
$
|
(1,719
|
)
|
|
$
|
577
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Recorded
Amount
|
|
Fair Value
|
|
Recorded
Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Long-term debt
|
$
|
3,158,293
|
|
|
$
|
3,015,381
|
|
|
$
|
3,069,417
|
|
|
$
|
3,173,341
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Designated as hedging instruments(a)
|
$
|
—
|
|
|
$
|
44,556
|
|
|
$
|
5,369
|
|
|
$
|
—
|
|
Not Designated as hedging instruments(b)
|
38
|
|
|
4,352
|
|
|
2,032
|
|
|
3,613
|
|
||||
Total
|
$
|
38
|
|
|
$
|
48,908
|
|
|
$
|
7,401
|
|
|
$
|
3,613
|
|
(a)
|
Included $33.2 million in Accrued expenses and $11.4 million in Other liabilities at March 31, 2020 and $3.7 million in Other current assets and $1.7 million in Other assets at December 31, 2019.
|
(b)
|
Included less than $0.1 million in Other current assets and $4.4 million in Accrued expenses at March 31, 2020 and $2.0 million in Other current assets and $3.6 million in Accrued expenses at December 31, 2019.
|
(a)
|
Fluctuations in the value of our foreign currency forward contracts not designated as hedging instruments are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other income, net.
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
|
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
|
|
|
Level 3
|
Unobservable inputs for the asset or liability
|
|
March 31, 2020
|
|
Quoted Prices in Active Markets for Identical Items (Level 1)
|
|
Quoted Prices in Active Markets for Similar Items (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments under executive deferred compensation plan(a)
|
$
|
26,753
|
|
|
$
|
26,753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities(b)
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities measured at net asset value(b)(c)
|
$
|
4,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts(d)
|
$
|
38
|
|
|
$
|
38
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan(a)
|
$
|
26,753
|
|
|
$
|
26,753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts(d)
|
$
|
48,908
|
|
|
$
|
—
|
|
|
$
|
48,908
|
|
|
$
|
—
|
|
|
December 31, 2019
|
|
Quoted Prices in Active Markets for Identical Items (Level 1)
|
|
Quoted Prices in Active Markets for Similar Items (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments under executive deferred compensation plan(a)
|
$
|
28,715
|
|
|
$
|
28,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities(b)
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities measured at net asset value(b)(c)
|
$
|
4,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts(d)
|
$
|
7,401
|
|
|
$
|
—
|
|
|
$
|
7,401
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan(a)
|
$
|
28,715
|
|
|
$
|
28,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts(d)
|
$
|
3,613
|
|
|
$
|
—
|
|
|
$
|
3,613
|
|
|
$
|
—
|
|
(a)
|
We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.
|
(b)
|
Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other income, net, in our consolidated statements of income.
|
(c)
|
Holdings in certain private equity securities are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy.
|
(d)
|
As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. See Note 13, “Fair Value of Financial Instruments,” for further details about our foreign currency forward contracts.
|
|
Foreign Currency Translation
|
|
Pension and Post-Retirement Benefits(a)
|
|
Net Investment Hedge
|
|
Cash Flow Hedge(b)
|
|
Interest Rate Swap(c)
|
|
Total
|
||||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2019
|
$
|
(469,210
|
)
|
|
$
|
473
|
|
|
$
|
80,778
|
|
|
$
|
4,847
|
|
|
$
|
(12,623
|
)
|
|
$
|
(395,735
|
)
|
Other comprehensive (loss) income before reclassifications
|
(81,986
|
)
|
|
—
|
|
|
2,081
|
|
|
(51,460
|
)
|
|
—
|
|
|
(131,365
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
648
|
|
|
657
|
|
||||||
Other comprehensive (loss) income, net of tax
|
(81,986
|
)
|
|
9
|
|
|
2,081
|
|
|
(51,460
|
)
|
|
648
|
|
|
(130,708
|
)
|
||||||
Other comprehensive income attributable to noncontrolling interests
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
||||||
Balance at March 31, 2020
|
$
|
(551,242
|
)
|
|
$
|
482
|
|
|
$
|
82,859
|
|
|
$
|
(46,613
|
)
|
|
$
|
(11,975
|
)
|
|
$
|
(526,489
|
)
|
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2018
|
$
|
(407,646
|
)
|
|
$
|
(159
|
)
|
|
$
|
72,337
|
|
|
$
|
—
|
|
|
$
|
(15,214
|
)
|
|
$
|
(350,682
|
)
|
Other comprehensive (loss) income before reclassifications
|
(10,855
|
)
|
|
—
|
|
|
3,304
|
|
|
—
|
|
|
—
|
|
|
(7,551
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|
648
|
|
||||||
Other comprehensive (loss) income, net of tax
|
(10,855
|
)
|
|
7
|
|
|
3,304
|
|
|
—
|
|
|
641
|
|
|
(6,903
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||||
Balance at March 31, 2019
|
$
|
(418,454
|
)
|
|
$
|
(152
|
)
|
|
$
|
75,641
|
|
|
$
|
—
|
|
|
$
|
(14,573
|
)
|
|
$
|
(357,538
|
)
|
(a)
|
The pre-tax portion of amounts reclassified from accumulated other comprehensive loss consists of amortization of prior service benefit, which is a component of pension and postretirement benefits cost (credit). See Note 12, “Pension Plans and Other Postretirement Benefits,” for additional information.
|
(b)
|
We entered into a foreign currency forward contract, which was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. See Note 13, “Fair Value of Financial Instruments,” for additional information.
|
(c)
|
The pre-tax portion of amounts reclassified from accumulated other comprehensive loss is included in interest expense.
|
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Net Investment Hedge
|
|
Cash Flow Hedge
|
|
Interest Rate Swap
|
||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(81,989
|
)
|
|
$
|
9
|
|
|
$
|
2,675
|
|
|
$
|
(51,460
|
)
|
|
$
|
834
|
|
Income tax benefit (expense)
|
3
|
|
|
—
|
|
|
(594
|
)
|
|
—
|
|
|
(186
|
)
|
|||||
Other comprehensive (loss) income, net of tax
|
$
|
(81,986
|
)
|
|
$
|
9
|
|
|
$
|
2,081
|
|
|
$
|
(51,460
|
)
|
|
$
|
648
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(10,854
|
)
|
|
$
|
7
|
|
|
$
|
4,299
|
|
|
$
|
—
|
|
|
$
|
834
|
|
Income tax expense
|
(1
|
)
|
|
—
|
|
|
(995
|
)
|
|
—
|
|
|
(193
|
)
|
|||||
Other comprehensive (loss) income, net of tax
|
$
|
(10,855
|
)
|
|
$
|
7
|
|
|
$
|
3,304
|
|
|
$
|
—
|
|
|
$
|
641
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Sales to unconsolidated affiliates
|
$
|
7,217
|
|
|
$
|
4,291
|
|
Purchases from unconsolidated affiliates(a)
|
$
|
76,475
|
|
|
$
|
63,499
|
|
(a)
|
Purchases from unconsolidated affiliates primarily relate to purchases from our Windfield joint venture.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Receivables from unconsolidated affiliates
|
$
|
7,866
|
|
|
$
|
7,163
|
|
Payables to unconsolidated affiliates(a)
|
$
|
72,357
|
|
|
$
|
35,502
|
|
(a)
|
Increase in payables to unconsolidated affiliates primarily relates to the timing of payments due to our Windfield joint venture for purchases of spodumene.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Supplemental non-cash disclosure related to investing activities:
|
|
|
|
||||
Capital expenditures included in Accounts payable
|
$
|
176,464
|
|
|
$
|
111,225
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
changes in economic and business conditions;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change;
|
•
|
hazards associated with chemicals manufacturing;
|
•
|
the inability to maintain current levels of 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;
|
•
|
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 through cyber-security breaches, and other innovation risks;
|
•
|
decisions we may make in the future;
|
•
|
the ability to successfully execute, operate and integrate acquisitions and divestitures;
|
•
|
uncertainties as to the duration and impact of the novel coronavirus (“COVID-19”) pandemic; and
|
•
|
the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”).
|
•
|
Our board of directors declared a quarterly dividend of $0.385 per share on February 28, 2020, which was paid on April 1, 2020 to shareholders of record at the close of business as of March 13, 2020.
|
•
|
In February 2020, Chairman and Chief Executive Officer Luke Kissam advised the Board of Directors that he will retire from his roles as an officer and director of Albemarle effective June 2020, for health reasons. On April 20, 2020, we announced that J. Kent Masters has been elected Chairman, President and Chief Executive Officer, effective immediately. Luke Kissam will stay on through June 2020 in an advisory capacity to ensure an orderly leadership transition. In addition, Mr. Kissam will continue to serve on the Board of Directors through the annual meeting of shareholders in 2021, as he was re-elected at our 2020 annual meeting of shareholders on May 5, 2020.
|
•
|
Our net sales for the quarter were $738.8 million, down 11% from net sales of $832.1 million in the first quarter of 2019.
|
•
|
Diluted earnings per share were $1.01, a decrease from first quarter 2019 results of $1.26 per diluted share.
|
•
|
Net cash provided by operations was $155.1 million, an increase of 182% from first quarter 2019.
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
738,845
|
|
|
$
|
832,064
|
|
|
$
|
(93,219
|
)
|
|
(11
|
)%
|
▪
$79.9 million of lower sales volume from each of our reportable segments
▪
$13.6 million of unfavorable pricing driven by Lithium
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit
|
$
|
242,018
|
|
|
$
|
283,486
|
|
|
$
|
(41,468
|
)
|
|
(15
|
)%
|
Gross profit margin
|
32.8
|
%
|
|
34.1
|
%
|
|
|
|
|
|||||
▪
Lower sales volume from each of our reportable segments and unfavorable pricing impacts driven by Lithium
▪
Lower raw material costs in our Catalysts segment from a reduction in metal prices
▪
Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Selling, general and administrative expenses
|
$
|
101,877
|
|
|
$
|
113,355
|
|
|
$
|
(11,478
|
)
|
|
(10
|
)%
|
Percentage of Net sales
|
13.8
|
%
|
|
13.6
|
%
|
|
|
|
|
|||||
▪
Lower professional fees and other administrative costs resulting from our cost savings initiative
▪
$2.3 million of lower acquisition and integration related costs
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Research and development expenses
|
$
|
16,097
|
|
|
$
|
14,977
|
|
|
$
|
1,120
|
|
|
7
|
%
|
Percentage of Net sales
|
2.2
|
%
|
|
1.8
|
%
|
|
|
|
|
|||||
▪
Increased research and development spend in Bromine Specialties
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Interest and financing expenses
|
$
|
(16,885
|
)
|
|
$
|
(12,586
|
)
|
|
$
|
(4,299
|
)
|
|
34
|
%
|
▪
Increased debt balance in 2020, primarily related to the funding of the Wodgina Project acquisition
▪
The increase was partially offset by higher capitalized interest from continued capital expenditure spend in 2020
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Other income, net
|
$
|
8,314
|
|
|
$
|
11,291
|
|
|
$
|
(2,977
|
)
|
|
(26
|
)%
|
▪
$11.1 million gain related to the sale of land in Pasadena, Texas in 2019
▪
$2.3 million increase in losses related to the adjustment of indemnifications related to previously divested businesses
▪
$11.4 million increase in foreign exchange gains
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Income tax expense
|
$
|
18,442
|
|
|
$
|
37,514
|
|
|
$
|
(19,072
|
)
|
|
(51
|
)%
|
Effective income tax rate
|
16.0
|
%
|
|
24.4
|
%
|
|
|
|
|
|||||
▪
Change in geographic mix of earnings, mainly attributable to our share of the income of our Jordan Bromine Company Limited (“JBC”) joint venture, a Free Zones company under the laws of the Hashemite Kingdom of Jordan
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net income attributable to Albemarle Corporation
|
$
|
107,204
|
|
|
$
|
133,569
|
|
|
$
|
(26,365
|
)
|
|
(20
|
)%
|
Percentage of Net sales
|
14.5
|
%
|
|
16.1
|
%
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
|
$
|
(0.25
|
)
|
|
(20
|
)%
|
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
1.26
|
|
|
$
|
(0.25
|
)
|
|
(20
|
)%
|
▪
No material impact to results from COVID-19 in the first quarter of 2020
▪
Decrease primarily due to decreased sales volume in each of our reportable segments and unfavorable price impacts in Lithium
▪
Lower raw material and royalty costs from lower sales volume
▪
Lower professional fees and other administrative costs resulting from our cost savings initiative
|
|
Lithium
|
|
Bromine Specialties
|
|
Catalysts
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
53,240
|
|
|
$
|
71,665
|
|
|
$
|
34,892
|
|
|
$
|
159,797
|
|
|
$
|
20,846
|
|
|
$
|
(73,439
|
)
|
|
$
|
107,204
|
|
Depreciation and amortization
|
25,397
|
|
|
11,597
|
|
|
12,578
|
|
|
49,572
|
|
|
1,978
|
|
|
2,144
|
|
|
53,694
|
|
|||||||
Restructuring and other(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,847
|
|
|
1,847
|
|
|||||||
Acquisition and integration related costs(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,951
|
|
|
2,951
|
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,885
|
|
|
16,885
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,442
|
|
|
18,442
|
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,908
|
)
|
|
(2,908
|
)
|
|||||||
Other(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|
(1,750
|
)
|
|||||||
Adjusted EBITDA
|
$
|
78,637
|
|
|
$
|
83,262
|
|
|
$
|
47,470
|
|
|
$
|
209,369
|
|
|
$
|
22,824
|
|
|
$
|
(35,828
|
)
|
|
$
|
196,365
|
|
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
93,169
|
|
|
$
|
67,480
|
|
|
$
|
47,859
|
|
|
$
|
208,508
|
|
|
$
|
5,206
|
|
|
$
|
(80,145
|
)
|
|
$
|
133,569
|
|
Depreciation and amortization
|
22,092
|
|
|
11,117
|
|
|
12,212
|
|
|
45,421
|
|
|
2,037
|
|
|
1,825
|
|
|
49,283
|
|
|||||||
Acquisition and integration related costs(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,285
|
|
|
5,285
|
|
|||||||
Gain on sale of property(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,079
|
)
|
|
(11,079
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,586
|
|
|
12,586
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,514
|
|
|
37,514
|
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(583
|
)
|
|
(583
|
)
|
|||||||
Other(e)
|
355
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
(1,063
|
)
|
|
(708
|
)
|
|||||||
Adjusted EBITDA
|
$
|
115,616
|
|
|
$
|
78,597
|
|
|
$
|
60,071
|
|
|
$
|
254,284
|
|
|
$
|
7,243
|
|
|
$
|
(35,660
|
)
|
|
$
|
225,867
|
|
(a)
|
Severance payments as part of a business reorganization plan, $0.7 million recorded in Cost of goods sold, $1.5 million recorded in Selling, general and administrative expenses and a $0.3 million gain recorded in Net income attributable to noncontrolling interest for the portion of severance expense allocated to our Jordanian joint venture partner.
|
(b)
|
Included acquisition and integration related costs relating to various significant projects. For the three-month periods ended March 31, 2020 and 2019, $3.0 million and $5.3 million was recorded in Selling, general and administrative expenses, respectively.
|
(c)
|
Included amounts for the three months ended March 31, 2020 recorded in:
|
▪
|
Other income, net - $2.6 million gain resulting from the settlement of a legal matter related to a business sold, partially offset by a $0.8 million loss resulting from the adjustment of indemnifications related to previously disposed businesses.
|
(d)
|
Gain recorded in Other income, net related to the sale of land in Pasadena, Texas not used as part of our operations.
|
(e)
|
Included amounts for the three months ended March 31, 2019 recorded in:
|
▪
|
Cost of goods sold - $0.4 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
|
▪
|
Selling, general and administrative expenses - Severance payments as part of a business reorganization plan of $0.5 million.
|
▪
|
Other income, net - $1.6 million of a net gain resulting from the adjustment of indemnification and other liabilities related to previously disposed businesses.
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
236,818
|
|
|
$
|
291,886
|
|
|
$
|
(55,068
|
)
|
|
(19
|
)%
|
▪
$26.5 million in lower sales volume, primarily in battery- and tech-grade lithium carbonate due to higher inventory levels at certain customers and current economic conditions
▪
$25.5 million of unfavorable pricing impacts, primarily in battery- and tech-grade carbonate and hydroxide due to lower contract pricing reflecting 2020 price adjustments agreed to with customers
▪
$3.0 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
||||||||||||||
Adjusted EBITDA
|
$
|
78,637
|
|
|
$
|
115,616
|
|
|
$
|
(36,979
|
)
|
|
(32
|
)%
|
▪
Unfavorable pricing impacts and lower sales volume
▪
Increase in certain material costs
▪
Partially offset by various cost savings initiatives
▪
$3.0 million of favorable currency translation resulting from a weaker Chilean Peso
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
231,592
|
|
|
$
|
249,052
|
|
|
$
|
(17,460
|
)
|
|
(7
|
)%
|
▪
$28.8 million in lower sales volume related to logistics challenges
▪
$10.2 million in favorable pricing impacts in each bromine division
▪
$1.4 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
||||||||||||||
Adjusted EBITDA
|
$
|
83,262
|
|
|
$
|
78,597
|
|
|
$
|
4,665
|
|
|
6
|
%
|
▪
Favorable pricing impacts and product mix, partially offset by lower sales volume
▪
Lower production and raw material costs
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
207,207
|
|
|
$
|
251,648
|
|
|
$
|
(44,441
|
)
|
|
(18
|
)%
|
▪
$48.6 million of lower sales volume, primarily from lower fuel demand due to stay at home orders and travel restrictions in Asia related to COVID-19 pandemic
▪
$2.1 million of favorable pricing impacts, primarily in PCS and FCC
▪
$2.0 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
||||||||||||||
Adjusted EBITDA
|
$
|
47,470
|
|
|
$
|
60,071
|
|
|
$
|
(12,601
|
)
|
|
(21
|
)%
|
▪
Lower sales volume resulting from lower fuel demand
▪
Lower raw material costs from a reduction in metal prices
▪
Favorable pricing impacts and product mix
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
63,228
|
|
|
$
|
39,478
|
|
|
$
|
23,750
|
|
|
60
|
%
|
▪
Higher sales volume in our fine chemistry services business
|
||||||||||||||
Adjusted EBITDA
|
$
|
22,824
|
|
|
$
|
7,243
|
|
|
$
|
15,581
|
|
|
215
|
%
|
▪
Higher sales volume in our fine chemistry services business
|
In thousands
|
Q1 2020
|
|
Q1 2019
|
|
$ Change
|
|
% Change
|
|||||||
Adjusted EBITDA
|
$
|
(35,828
|
)
|
|
$
|
(35,660
|
)
|
|
$
|
(168
|
)
|
|
—
|
%
|
▪
$5.2 million of unfavorable currency exchange impacts
▪
Lower professional fees and other administrative costs resulting from our cost savings initiative
|
Issue Month/Year
|
|
Principal (in millions)
|
|
Interest Rate
|
|
Interest Payment Dates
|
|
Maturity Date
|
|
November 2019
|
|
€500.0
|
|
1.125%
|
|
November 25
|
|
November 25, 2025
|
|
November 2019
|
|
€500.0
|
|
1.625%
|
|
November 25
|
|
November 25, 2028
|
|
November 2019(a)
|
|
$300.0
|
|
3.45%
|
|
May 15 and November 15
|
|
November 15, 2029
|
|
November 2019(b)
|
|
$200.0
|
|
Floating Rate
|
|
February 15, May 15, August 15 and November 15
|
|
November 15, 2022
|
|
December 2014(a)
|
|
€393.0
|
|
1.875%
|
|
December 8
|
|
December 8, 2021
|
|
November 2014(a)
|
|
$425.0
|
|
4.15%
|
|
June 1 and December 1
|
|
December 1, 2024
|
|
November 2014(a)
|
|
$350.0
|
|
5.45%
|
|
June 1 and December 1
|
|
December 1, 2044
|
(a)
|
Denotes senior notes.
|
(b)
|
Borrowings bear interest at a floating rate based on the 3-month LIBOR plus 105 basis points. The applicable floating interest rate for the current interest period is 2.74%, with the interest rate reset on each interest payment date.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 6.
|
Exhibits.
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
101
|
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2020, furnished in XBRL (eXtensible Business Reporting Language)).
|
#
|
Management contract or compensatory plan or arrangement.
|
*
|
Included with this filing.
|
|
|
|
|
|
|
|
|
|
ALBEMARLE CORPORATION
|
||
|
|
|
(Registrant)
|
||
|
|
|
|
||
Date:
|
May 11, 2020
|
|
By:
|
|
/S/ SCOTT A. TOZIER
|
|
|
|
|
|
Scott A. Tozier
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(principal financial officer)
|
Title:
|
Executive Vice President, Chief Administrative Officer and Corporate Secretary
|
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A.,
|
ALBEMARLE CORPORATION
|
|
by /s/ Karen G. Narwold
|
|
|
|
|
Name: Karen G. Narwold
|
|
Title: Executive Vice President,
Chief Administrative Officer
and Corporate Secretary
|
Signed by the attorney for and on behalf of ALBEMARLE WODGINA PTY LTD
in accordance with Section 127 of
the Corporations Act 2001
|
|
_/s/ Karen G. Narwold________________
Signature of director
|
_/s/ Mathew Shane Zauner______________
Signature of director
|
___Karen G. Narwold________________
Name of director (print)
|
___ Mathew Shane Zauner______________
Name of director (print)
|
ALBEMARLE FINANCE COMPANY B.V.
|
|
by /s/ Dru Manuel
|
|
|
|
|
Name: Dru Manuel
|
|
Title: Managing Director
|
ALBEMARLE NEW HOLDING GMBH
|
|
by /s/ Dr. Nicolas Rößler
|
|
|
|
|
Name: Dr. Nicolas Rößler
|
|
Title: Managing Director
|
by:
|
/s/ Mukesh Singh
|
|
|
Name:
|
Mukesh Singh
|
|
Title:
|
Director
|
by:
|
/s/ Peggy Yip
|
|
|
Name:
|
Peggy Yip
|
|
Title:
|
Vice President
|
by:
|
|
|
|
Name:
|
|
|
Title:
|
|
by:
|
/s/ Donna DeMagistris
|
|
|
Name:
|
Donna DeMagistris
|
|
Title:
|
Executive Director
|
by:
|
/s/ Mark Maloney
|
|
|
Name:
|
Mark Maloney
|
|
Title:
|
Authorized Signatory
|
by:
|
/s/ Andrew D. Holtz
|
|
|
Name:
|
Andrew D. Holtz
|
|
Title:
|
Senior Vice President
|
by:
|
|
|
|
Name:
|
|
|
Title:
|
|
by:
|
/s/ Carolina Gutierrez
|
|
|
Name:
|
Carolina Gutierrez
|
|
Title:
|
Vice President
|
by:
|
/s/ Zara Kamal
|
|
|
Name:
|
Zara Kamal
|
|
Title:
|
Vice President
|
by:
|
/s/ Jun Ashley
|
|
|
Name:
|
Jun Ashley
|
|
Title:
|
Director
|
by:
|
/s/ Max N Greer III
|
|
|
Name:
|
Max N Greer III
|
|
Title:
|
Senior Vice President
|
by:
|
/s/ Mark Irey
|
|
|
Name:
|
Mark Irey
|
|
Title:
|
Vice President
|
Name of Lender:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
by:
|
/s/ Nathan R. Rantala
|
|
|
Name:
|
Nathan R. Rantala
|
|
Title:
|
Managing Director
|
ALBEMARLE CORPORATION
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
1.
|
Consolidated Leverage Ratio
|
|
|
(a) Consolidated Funded Debt as of such date (without duplication) [(a)(i) + (a)(ii) + (a)(iii) + (a)(iv) + (a)(v) + (a)(vi) + (a)(vii) + (a)(viii)] minus Unrestricted Cash [(a)(ix)]
|
$[___,___,___]
|
|
(i) all obligations for borrowed money, whether current or long-term (including the Loans), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including convertible debt instruments
|
$[___,___,___]
|
|
(ii) all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business and payable on customary trade terms)
|
$[___,___,___]
|
|
(iii) all contingent obligations and unreimbursed drawings under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments
|
$[___,___,___]
|
|
(iv) the Attributable Principal Amount of capital leases and Synthetic Leases
|
$[___,___,___]
|
|
(v) the Attributable Principal Amount of Securitization Transactions
|
$[___,___,___]
|
|
(vi) all preferred stock and comparable equity interests providing or mandatory redemption, sinking fund or other like payments prior to 91 days after the latest Maturity Date currently in effect
|
$[___,___,___]
|
|
(vii) Guarantees in respect of Funded Debt of another Person
|
$[___,___,___]
|
|
(viii) any Funded Debt described in clauses (i) through (vii) above of any partnership or joint venture or other similar entity in which any member of the Consolidated Group is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof
(ix) Unrestricted Cash: cash and cash equivalents owned at such time by any member of the Consolidated Group, determined on a consolidated basis in accordance with GAAP
|
$[___,___,___]
|
$[___,___,___]
|
||
|
(b) Consolidated Net Income for the period of the four fiscal quarters ending on such date [(b)(i) [-/+] (b)(ii) – (b)(iii)]
|
$[___,___,___]
|
|
(i) net income of the Consolidated Group for such period
|
$[___,___,___]
|
|
(ii) items reported as nonrecurring or unusual in the consolidated financial statements of the Company and the Consolidated Group and related tax effects
|
$[___,___,___]
|
|
(iii) to the extent included in the amount determined pursuant to clauses (i) and (ii) above, the income of any Subsidiary to the extent the payment of such income in the form of a distribution or repayment of any Indebtedness to the Company or a Subsidiary is not permitted, whether on account of any Organization Document restriction, any Contractual Obligation or any Law applicable to such Subsidiary
|
$[___,___,___]
|
|
(c) Consolidated EBITDA for the period of the four fiscal quarters ending on such date [(c)(i) + (c)(ii) + (c)(iii) + (c)(iv) + (c)(v) + (c)(vi) + (c)(vii) + (c)(viii) + (c)(ix) + (c)(x) + (c)(xi) - (c)(xii) - (c)(xiii)]
|
$[___,___,___]
|
|
(i) Consolidated Net Income for such period
|
$[___,___,___]
|
|
(ii) Consolidated Interest Charges for such period
|
$[___,___,___]
|
|
(iii) the provision for federal, state, local and foreign income taxes payable by the Consolidated Group for such period
|
$[___,___,___]
|
|
(iv) the amount of depreciation and amortization expense for such period
|
$[___,___,___]
|
|
(v) non-cash expenses for such period (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash payments in any future period)
|
$[___,___,___]
|
|
(vi) non-cash goodwill impairment charges for such period
|
$[___,___,___]
|
|
(vii) any non-cash loss for such period attributable to the mark-to-market adjustments in the valuation of pension liabilities (to the extent the cash impact resulting from such loss has not been realized) in accordance with FASB ASC 715
|
$[___,___,___]
|
|
(viii) any fees, expenses or charges for such period (other than depreciation or amortization expense) related to any Acquisition, Disposition, issuance of equity interests, other transactions (excluding intercompany transactions) permitted by Section 8.02 of the Credit Agreement, or the incurrence of Indebtedness not prohibited by the Credit Agreement (including any refinancing or amendment thereof) (in each case, whether or not consummated), including, but not limited to, such fees, expenses or charges related to the Credit Agreement and the other Loan Documents and any amendment or other modification of the Credit Agreement or the other Loan Documents
|
$[___,___,___]
|
|
(ix) any expense for such period to the extent that a corresponding amount is received during such period in cash by the Company or any of its Subsidiaries under any agreement providing for indemnification or reimbursement of such expenses
|
$[___,___,___]
|
|
(x) any expense with respect to liability or casualty events or business interruption to the extent reimbursed to the Company or any of its Subsidiaries during such period by third party insurance
|
$[___,___,___]
|
|
(xi) the amount of dividends, distributions or other payments (including any ordinary course dividend, distribution or other payment) that are actually received in cash (or converted into cash) for such period by a member of the Consolidated Group from any Person that is not a member of the Consolidated Group or otherwise in respect of any unconsolidated investment
|
$[___,___,___]
|
|
(xii) non-cash income for such period (excluding any non-cash income to the extent that it represents cash receipts in any future period)
|
$[___,___,___]
|
|
(xiii) any non-cash gains for such period attributable to the mark-to-market adjustments in the valuation of pension liabilities in accordance with FASB ASC 715
|
$[___,___,___]
|
|
(d) Consolidated Leverage Ratio [(a)/(c)]
|
[ ]:1.00
|
If to the Executive:
|
To the Executive’s most recent home address on file with the Company
|
(i)
|
your willful failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental illness);
|
(ii)
|
your willful failure to comply with any valid and legal directive of the Board, engagement in dishonesty, illegal conduct or other misconduct, which is, in each case, injurious to the Corporation or any of its affiliates;
|
(iii)
|
your embezzlement, misappropriation or fraud, whether or not related to your employment with the Corporation;
|
(iv)
|
your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;
|
(v)
|
your intentional violation of the Corporation's Code of Conduct or a material policy of the Corporation; or
|
(vi)
|
your breach of any obligation under this Agreement or any other written agreement between you and the Corporation.
|
(i)
|
any Person, or “group” as defined in section 13(d)(3) of the Securities Exchange Act of 1934, becomes, directly or indirectly, the Beneficial Owner of 20% or more of the combined voting power of the then outstanding securities of the Corporation that are entitled to vote generally for the election of the Corporation’s directors (the “Voting Securities”) (other than as a result of an issuance of securities by the Corporation approved by Continuing Directors, or open market purchases approved by Continuing Directors at the time the purchases are made). However, if any such Person or “group” becomes the Beneficial Owner of 20% or more, and less than 30%, of the Voting Securities, the Continuing Directors may determine, by a vote of at least two-thirds of the Continuing Directors, that the same does not constitute a Change in Control;
|
(ii)
|
as the direct or indirect result of, or in connection with, a reorganization, merger, share exchange or consolidation (a “Business Combination”), a contested election of directors, or any combination of these transactions, Continuing Directors cease to constitute a majority of the Corporation’s board of directors, or any successor’s board of directors, within two years of the last of such transactions;
|
(iii)
|
the shareholders of the Corporation approve a Business Combination, unless immediately following such Business Combination, (1) all or substantially all of the Persons who were the Beneficial Owners of the Voting Securities outstanding immediately prior to such Business Combination Beneficially Own more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Corporation through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Voting Securities, (2) no Person (excluding any employee benefit plan or related trust of the Corporation or the Corporation resulting from such Business Combination) Beneficially Owns 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination, and (3) at least a majority of the members of the board of directors of the Corporation resulting from such Business Combination are Continuing Directors.
|
(iv)
|
For purposes of Paragraph 1.b. and other provisions of this Agreement, the following terms shall have the meanings set forth below:
|
(A)
|
“Affiliate and Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and as in effect on the date of this Agreement (the “Exchange Act”).
|
(B)
|
“Beneficial Owner” means that a Person shall be deemed the “Beneficial Owner” and shall be deemed to “beneficially own,” any securities:
|
(i)
|
that such Person or any of such Person’s Affiliates or Associates owns, directly or indirectly;
|
(ii)
|
that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that, a Person shall not be deemed to be the “Beneficial Owner” of, or to “beneficially own,” securities tendered pursuant to a tender or exchange offer made by such Person or any such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange;
|
(iii)
|
that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote, including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subparagraph as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (1) arises solely from a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with the applicable provisions of the General Rules and Regulations under the Exchange Act and (2) is not
|
(iv)
|
that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associates thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in ‘the proviso to subparagraph (iii) of this definition) or disposing of any voting securities of the Corporation provided, however, that notwithstanding any provision of this definition, any Person engaged in business as an underwriter of securities who acquires any securities of the Corporation through such Person’s participation in good faith in a firm commitment underwriting registered under the Securities Act of 1933, shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” such securities until the expiration of forty days after the date of acquisition; and provided, further, that in no case shall an officer or director of the Corporation be deemed (1) the beneficial owner of any securities beneficially owned by another officer or director of the Corporation solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Corporation; or (2) the beneficial owner of securities held of record by the trustee of any employee benefit plan of the Corporation or any Subsidiary of the Corporation for the benefit of any employee of the Corporation or any Subsidiary of the Corporation, other than the officer or director, by reason of any influences that such officer or director may have over the voting of the securities held in the trust.
|
(C)
|
“Continuing Directors” means any member of the Corporation’s Board, while a member of that Board, and (i) who was a member of the Corporation’s Board prior to April 20, 2020, or (ii) whose subsequent nomination for election or election to the Corporation’s Board was recommended or approved by a majority of the Continuing Directors.
|
(D)
|
“Person” means any individual, firm, company, partnership or other entity.
|
(E)
|
“Subsidiary” means, with references to any Person, any company or other entity of which an amount of voting securities sufficient to elect a majority of the directors or Persons having similar authority of such company or other entity is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.
|
(i)
|
in case your employment is terminated for Total Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and
|
(ii)
|
in all other cases, the date specified in the Notice of Termination (which shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).
|
(i)
|
a change in your position with the Corporation which in your reasonable judgment does not represent a promotion from your status or position immediately prior to the Change in Control or the assignment to you of any duties or responsibilities or diminution of duties or responsibilities which in your reasonable judgment are inconsistent with your position with the Corporation in effect immediately prior to the Change in Control, it being understood that any of the foregoing in connection with termination of your employment for Cause or Total Disability shall not constitute Good Reason for Resignation;
|
(ii)
|
a reduction by the Corporation in the annual rate of your base salary as in effect immediately prior to the date of a Change in Control;
|
(iii)
|
the Corporation’s requiring your office nearest to your principal residence in Charlotte to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control;
|
(iv)
|
the failure by the Corporation to continue in effect compensation or benefit plans in which you participate, which in the aggregate provide
|
(v)
|
the failure of the Corporation to obtain a satisfactory agreement from any Successor (as defined in Paragraph 5a hereof) to assume and agree to perform this Agreement, as contemplated in Paragraph 5a hereof;
|
(vi)
|
any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements hereof; for purposes of this Agreement, no such purported termination shall be effective for any purpose except to constitute a Good Reason for Resignation.
|
(i)
|
Accrued Salary. The Corporation shall pay you, not later than the fifth (5th) day following the Date of Termination, your full base salary and vacation pay accrued through the Date of Termination at the rate in effect at the time the Notice of Termination is given (or at the rate in effect immediately prior to a Change in Control, if such amounts were higher).
|
(ii)
|
Accrued Annual Incentive Compensation. The Corporation shall pay you, not later than five (5) days following your Date of Termination, the amount of your accrued annual Incentive Compensation which consists of the annual cash bonus. If the Date of Termination is after the end of a Variable Compensation Year, but before such Incentive Compensation for said Variable Compensation Year has been paid, the Corporation shall pay you Incentive Compensation for that Variable Compensation Year based upon the calculated company score and your individual performance modifier. If an individual performance modifier has not been determined as of the Date of Termination, it will be set at one hundred percent (100%).
|
(iii)
|
Insurance Coverage. If you timely elect COBRA coverage for yourself or your eligible dependents under the Corporation’s group medical, dental or vision plans, the Corporation shall pay 100% of the premiums for such coverage at no cost to you for eighteen (18) months following your loss of medical, dental, and vision coverage, as applicable.
|
(iv)
|
Retirement Benefits. The Supplemental Pension Benefit Credits made on your behalf under the Albemarle Corporation Executive Deferred Compensation Plan (“EDCP”) as well as all earnings accrued on such amounts, shall be immediately vested and non-forfeitable and shall be paid in accordance with the terms of the EDCP.
|
(v)
|
Outplacement Counseling. The Corporation shall make available to you, at the Corporation’s expense, outplacement counseling. You may select the organization that will provide the outplacement counseling, however, the Corporation’s obligation to provide you benefits under this subparagraph (v) shall be limited to $25,000. This counseling must be used, if at all, no later than the end of the second calendar year after the year of your Date of Termination.
|
(vi)
|
Financial Counseling. Following your Date of Termination, the Corporation shall make available to you, two years (plus the remaining unexpired portion of the year in which your Date of Termination falls) of financial counseling services which may include tax counseling services. You may select the organization that will provide you with the financial and tax counseling services, however, the Corporation’s obligation to provide you benefits under this subparagraph (vi) shall be limited to $25,000. To be eligible for reimbursement, the financial counseling must begin in the calendar year of your Date of Termination, unless such Date of Termination is less than 60 days before the end of such calendar year, in which case the financial counseling must begin no later than during the following calendar year.
|
(vii)
|
Severance Payment. The Corporation shall pay as severance pay to you, not later than the fifth (5th) day following the Date of Termination, a lump sum severance payment (the “Severance Payment”) equal to two (2) times the following:
|
(a)
|
the greater of your annual base compensation which was payable to you by the Corporation immediately prior to the Date of Termination and your annual base compensation which was payable to you by the Corporation immediately prior to a Change in Control, whether or not such annual base compensation was includible in your gross income for federal income tax purposes; plus
|
(b)
|
the greater of your target annual variable compensation that was in place immediately prior to a Change in Control, or your target annual
|
(viii)
|
Reduction of Payments.
|
(ix)
|
No Duty to Mitigate. You shall not be required to mitigate the amount of any payment provided for in this Paragraph 2 by seeking other employment or otherwise, nor shall the amount of any payment or benefit hereunder be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the Date of Termination.
|
(x)
|
Six Month Delay. If, as of the Date of Termination, you are considered a Specified Employee (as such term is defined in Section 409A), any payments or benefits due upon, or within the six month period following and due to, a termination of your employment that constitutes a “deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1, shall be paid or provided to you in a lump sum on the earlier of (i) the first day of the month following the six month anniversary of your separation from service (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit.
|
(xi)
|
Relocation. The Corporation shall reimburse you for your expenses incurred in connection with relocating your residence back to Virginia after your termination of employment, provided such relocation occurs by the end of the second year after the year that contains your Date of Termination. Expenses covered under this paragraph shall not include any expenses incurred in connection with the sale of your residence purchased in Charlotte, North Carolina other than any real estate commission owed in connection with selling the Charlotte residence. For purposes of clarification only, the Corporation shall have no obligation to purchase your residence in Charlotte. Except as otherwise provided in this subparagraph (xi), the benefits provided for hereunder shall be in accordance with the Corporation’s U.S. Domestic Relocation Policy. The benefits described in this subparagraph (xi) must be used, if at all, no later than the end of the second year after the year that contains your Date of Termination, and the reimbursement of expenses must be paid to you no later than the end of the third year after the year that contains the Date of Termination.
|
(i)
|
The Corporation shall pay you your full base salary and accrued vacation pay then in effect through the Date of Termination.
|
(ii)
|
If the Date of Termination is after the end of a compensation year under the AIP (as defined in your Employment Agreement), but before the AIP bonuses for such AIP year have been paid, the Corporation shall pay you an AIP bonus for such AIP year based upon the calculated company score and your individual performance modifier set by the Corporation at the time the Corporation sets the AIP bonus amounts for such year for all other eligible employees of the Corporation.
|
(iii)
|
Your outstanding equity awards under the LTIP (as defined in your Employment Agreement) shall be treated in accordance with the terms of Section 4(f) of your Employment Agreement and the applicable Notices of Award for such awards.
|
(iv)
|
The Corporation shall reimburse you for your expenses incurred in connection with relocating your residence back to Virginia after your termination. Expenses covered under this subparagraph (iv) shall not include
|
(i)
|
solicit the business of, or provide services or goods similar to, the services or goods provided by the Corporation to any customer of the Corporation or any other entity with which the Corporation has an agreement to perform services or provide goods during the twelve (12) month period prior to your separation from the Corporation;
|
(ii)
|
contact any customer of the Corporation for the purpose of soliciting such customer to purchase a product or service that is the same as, similar to or in
|
(iii)
|
induce or attempt to induce any customer, supplier or vendor of the Corporation to cease or limit the business it does or may plan to do with the Corporation or to otherwise interfere in the Corporation's business relationship with such customer, supplier or vendor.
|
1.
|
Grant Date. Pursuant to the Plan, the Company, on May 8, 2020 (the “Grant Date”), granted Participant an incentive award (“Award”) in the form of 54,475 Restricted Stock Units, subject to the terms and conditions of the Plan, the vesting provisions of Participant’s employment agreement with the Company, dated April 20, 2020, and any successor agreements thereto (the “Employment Agreement”), and the terms and conditions set forth herein.
|
2.
|
Accounts. Restricted Stock Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. A Participant’s Account shall be the record of Restricted Stock Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
|
3.
|
Terms and Conditions. Except as otherwise provided herein, the Restricted Stock Units shall remain nonvested and subject to substantial risk of forfeiture.
|
4.
|
Value of Units. The value of each Restricted Stock Unit on any date shall be equal to the value of one share of the Company’s Common Stock on such date.
|
5.
|
Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value of the Stock (as defined in the Plan) on the relevant date.
|
6.
|
Vesting. Subject to paragraphs 7, 18 and 19(e) below, Participant’s interest in the Restricted Stock Units shall become vested and non-forfeitable on the earlier of (i) April 19, 2023 and (ii) the date the Company appoints someone other than the Participant as the Company’s Chief Executive Officer (the “Vesting Date”).
|
7.
|
Upon a Qualifying Termination Event. Notwithstanding anything in this Notice of Award to the contrary, but subject to subparagraph 19(e), if prior to the earlier of the Vesting Date and the forfeiture of the Restricted Stock Units under paragraph 8 Participant experiences a Qualifying Termination Event (as defined below), all Restricted Stock Units that are forfeitable shall become non-forfeitable as of the date of the Qualifying Termination Event.
|
8.
|
Forfeiture. Except as provided in paragraphs 7 and 18, all Restricted Stock Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason.
|
9.
|
Time of Payment. Payment of Participant’s Restricted Stock Units shall be made as soon as practicable after the Units have vested, but in no event later than March 15th of the calendar year after the year in which the Units vest.
|
10.
|
Form of Payment. The vested Restricted Stock Units shall be paid in whole shares of the Company’s Common Stock.
|
11.
|
Death of Participant. If Participant dies prior to the payment of his or her non-forfeitable Restricted Stock Units, such Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
|
12.
|
Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
|
13.
|
No Right to Continued Employment. Neither this Award nor the granting or vesting of Restricted Stock Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
|
14.
|
Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the
|
15.
|
Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
|
16.
|
Conflicts.
|
17.
|
Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
|
18.
|
Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 8, the provisions of this paragraph 18 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan.
|
19.
|
Qualifying Termination Event and Other Terms.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date:
|
May 11, 2020
|
/s/ J. KENT MASTERS
|
J. Kent Masters
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 11, 2020
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/s/ SCOTT A. TOZIER
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Scott A. Tozier
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Executive Vice President and Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ J. KENT MASTERS
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J. Kent Masters
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Chairman, President and Chief Executive Officer
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May 11, 2020
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ SCOTT A. TOZIER
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Scott A. Tozier
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Executive Vice President and Chief Financial Officer
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May 11, 2020
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