UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~September 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12658

_________________________________________________

ALBEMARLE CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________


Virginia						54-1692118
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4250 Congress Street, Suite 900

Charlotte, North Carolina 28209

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code - (980) 299-5700

_________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

COMMON STOCK, $.01 Par Value

ALB

New York Stock Exchange

Number of shares of common stock, $.01 par value, outstanding as of ~~October 29, 2021: 116,976,318~~April 30, 2022: 117,112,692

Table of Contents

ALBEMARLE CORPORATION

INDEX – FORM 10-Q



		Page Number(s)
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of ~~(Loss)~~ Income - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	3

	Consolidated Statements of Comprehensive (Loss) Income - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4

	Consolidated Balance Sheets - ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	5

	Consolidated Statements of Changes in Equity - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6

	Condensed Consolidated Statements of Cash Flows - ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	7

	Notes to the Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4940

Item 4.	Controls and Procedures	4940

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	5041

Item 1A.	Risk Factors	5041



~~Item 5.~~	~~Other Information~~	51

Item 6.	Exhibits	5241

SIGNATURES		5343

EXHIBITS

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.			Financial Statements (Unaudited).

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~(LOSS)~~ INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net sales	Net sales	$	830,566	$	746,868	$	2,433,753	$	2,249,762	Net sales		$	1,127,728	$	829,291
Cost of goods sold	Cost of goods sold	581,293		492,812		1,672,376		1,520,329		Cost of goods sold		678,698		565,604
Gross profit	Gross profit	249,273		254,056		761,377		729,433		Gross profit		449,030		263,687
Selling, general and administrative expenses	Selling, general and administrative expenses	103,477		96,092		318,180		304,918		Selling, general and administrative expenses		112,568		93,187
Research and development expenses	Research and development expenses	13,289		13,532		41,901		43,839		Research and development expenses		16,083		14,636

Gain on sale of business		984		—		(428,424)		—
Loss on sale of interest in properties										Loss on sale of interest in properties		8,400		—

Operating profit	Operating profit	131,523		144,432		829,720		380,676		Operating profit		311,979		155,864
Interest and financing expenses	Interest and financing expenses	(5,136)		(19,227)		(56,170)		(53,964)		Interest and financing expenses		(27,834)		(43,882)
Other expense, net		(643,196)		(3,661)		(631,870)		(1,620)
(Loss) income before income taxes and equity in net income of unconsolidated investments		(516,809)		121,544		141,680		325,092
Income tax (benefit) expense		(114,670)		30,653		14,422		64,526
(Loss) income before equity in net income of unconsolidated investments		(402,139)		90,891		127,258		260,566
Other income, net										Other income, net		15,496		11,312
Income before income taxes and equity in net income of unconsolidated investments										Income before income taxes and equity in net income of unconsolidated investments		299,641		123,294
Income tax expense										Income tax expense		80,530		22,107
Income before equity in net income of unconsolidated investments										Income before equity in net income of unconsolidated investments		219,111		101,187
Equity in net income of unconsolidated investments (net of tax)	Equity in net income of unconsolidated investments (net of tax)	27,706		26,154		62,215		83,872		Equity in net income of unconsolidated investments (net of tax)		62,436		16,511
Net (loss) income		(374,433)		117,045		189,473		344,438
Net income										Net income		281,547		117,698
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(18,348)		(18,744)		(61,977)		(53,309)		Net income attributable to noncontrolling interests		(28,164)		(22,021)
Net (loss) income attributable to Albemarle Corporation		$	(392,781)	$	98,301	$	127,496	$	291,129
Basic (loss) earnings per share		$	(3.36)	$	0.92	$	1.10	$	2.74
Diluted (loss) earnings per share		$	(3.36)	$	0.92	$	1.10	$	2.73
Net income attributable to Albemarle Corporation										Net income attributable to Albemarle Corporation		$	253,383	$	95,677
Basic earnings per share										Basic earnings per share		$	2.16	$	0.85
Diluted earnings per share										Diluted earnings per share		$	2.15	$	0.84
Weighted-average common shares outstanding – basic	Weighted-average common shares outstanding – basic	116,965		106,386		115,455		106,314		Weighted-average common shares outstanding – basic		117,066		112,592
Weighted-average common shares outstanding – diluted	Weighted-average common shares outstanding – diluted	116,965		106,873		116,140		106,640		Weighted-average common shares outstanding – diluted		117,653		113,330

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Thousands)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net (loss) income		$	(374,433)	$	117,045	$	189,473	$	344,438
Net income										Net income		$	281,547	$	117,698
Other comprehensive (loss) income, net of tax:	Other comprehensive (loss) income, net of tax:									Other comprehensive (loss) income, net of tax:
Foreign currency translation and other	Foreign currency translation and other	(39,274)		37,499		(46,852)		18,377		Foreign currency translation and other		(5,889)		(28,142)

Net investment hedge	Net investment hedge	—		(12,408)		5,110		(16,083)		Net investment hedge		—		5,110
Cash flow hedge	Cash flow hedge	214		6,993		(563)		(6,822)		Cash flow hedge		4,017		(1,600)
Interest rate swap	Interest rate swap	651		647		1,951		1,943		Interest rate swap		650		650

Total other comprehensive (loss) income, net of tax		(38,409)		32,731		(40,354)		(2,585)
Comprehensive (loss) income		(412,842)		149,776		149,119		341,853
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax		(1,222)		(23,982)
Comprehensive income										Comprehensive income		280,325		93,716
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	(18,374)		(18,811)		(61,927)		(53,456)		Comprehensive income attributable to noncontrolling interests		(28,111)		(22,021)
Comprehensive (loss) income attributable to Albemarle Corporation		$	(431,216)	$	130,965	$	87,192	$	288,397
Comprehensive income attributable to Albemarle Corporation										Comprehensive income attributable to Albemarle Corporation		$	252,214	$	71,695

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)


		September 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	595,049	$	746,724	Cash and cash equivalents	$	463,325	$	439,272
Trade accounts receivable, less allowance for doubtful accounts (2021 – $2,574; 2020 – $2,083)		520,746		530,838
Trade accounts receivable, less allowance for doubtful accounts (2022 – $2,548; 2021 – $2,559)						Trade accounts receivable, less allowance for doubtful accounts (2022 – $2,548; 2021 – $2,559)	658,733		556,922
Other accounts receivable	Other accounts receivable	56,298		61,958		Other accounts receivable	71,225		66,184
Inventories	Inventories	745,598		750,237		Inventories	1,013,793		812,920
Other current assets	Other current assets	160,415		116,427		Other current assets	129,407		132,683

Total current assets	Total current assets	2,078,106		2,206,184		Total current assets	2,336,483		2,007,981
Property, plant and equipment, at cost	Property, plant and equipment, at cost	7,783,962		7,427,641		Property, plant and equipment, at cost	8,238,317		8,074,746
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	2,128,485		2,073,016		Less accumulated depreciation and amortization	2,209,664		2,165,130
Net property, plant and equipment	Net property, plant and equipment	5,655,477		5,354,625		Net property, plant and equipment	6,028,653		5,909,616
Investments	Investments	902,504		656,244		Investments	937,619		897,708

Other assets	Other assets	251,786		219,268		Other assets	240,279		252,239
Goodwill	Goodwill	1,623,471		1,665,520		Goodwill	1,575,617		1,597,627
Other intangibles, net of amortization	Other intangibles, net of amortization	320,981		349,105		Other intangibles, net of amortization	297,407		308,947
Total assets	Total assets	$	10,832,325	$	10,450,946	Total assets	$	11,416,058	$	10,974,118
Liabilities And Equity	Liabilities And Equity					Liabilities And Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	545,922	$	483,221	Accounts payable	$	845,710	$	647,986
Accrued expenses	Accrued expenses	956,506		440,763		Accrued expenses	667,610		763,293

Current portion of long-term debt	Current portion of long-term debt	611��		804,677		Current portion of long-term debt	503,795		389,920
Dividends payable	Dividends payable	45,450		40,937		Dividends payable	46,091		45,469

Income taxes payable	Income taxes payable	42,553		32,251		Income taxes payable	40,132		27,667
Total current liabilities	Total current liabilities	1,591,042		1,801,849		Total current liabilities	2,103,338		1,874,335
Long-term debt	Long-term debt	2,021,487		2,767,381		Long-term debt	1,985,696		2,004,319
Postretirement benefits	Postretirement benefits	47,020		48,075		Postretirement benefits	43,397		43,693
Pension benefits	Pension benefits	299,875		340,818		Pension benefits	217,820		229,187

Other noncurrent liabilities	Other noncurrent liabilities	617,488		629,377		Other noncurrent liabilities	649,878		663,698
Deferred income taxes	Deferred income taxes	360,181		394,852		Deferred income taxes	380,877		353,279
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)	0		0		Commitments and contingencies (Note 10)	0		0
Equity:	Equity:					Equity:
Albemarle Corporation shareholders’ equity:	Albemarle Corporation shareholders’ equity:					Albemarle Corporation shareholders’ equity:
Common stock, $.01 par value, issued and outstanding – 116,976 in 2021 and 106,842 in 2020		1,170		1,069
Common stock, $.01 par value, issued and outstanding – 117,112 in 2022 and 117,015 in 2021						Common stock, $.01 par value, issued and outstanding – 117,112 in 2022 and 117,015 in 2021	1,171		1,170
Additional paid-in capital	Additional paid-in capital	2,913,383		1,438,038		Additional paid-in capital	2,915,387		2,920,007
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(366,436)		(326,132)		Accumulated other comprehensive loss	(393,619)		(392,450)
Retained earnings	Retained earnings	3,145,999		3,155,252		Retained earnings	3,303,661		3,096,539
Total Albemarle Corporation shareholders’ equity	Total Albemarle Corporation shareholders’ equity	5,694,116		4,268,227		Total Albemarle Corporation shareholders’ equity	5,826,600		5,625,266
Noncontrolling interests	Noncontrolling interests	201,116		200,367		Noncontrolling interests	208,452		180,341
Total equity	Total equity	5,895,232		4,468,594		Total equity	6,035,052		5,805,607
Total liabilities and equity	Total liabilities and equity	$	10,832,325	$	10,450,946	Total liabilities and equity	$	11,416,058	$	10,974,118

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


(In Thousands, Except Share Data)	(In Thousands, Except Share Data)				Additional Paid-in Capital				Accumulated Other Comprehensive Loss		Retained Earnings				Total Albemarle Shareholders’ Equity				Noncontrolling Interests				Total Equity		(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																									Common Stock
		Shares	Amounts										Shares								Amounts
Balance at July 1, 2021		116,944,511	$	1,169			$	2,907,981					$	(328,001)			$	3,584,400			$	6,165,549			$	200,222		$	6,365,771
Net (loss) income											(392,781)				(392,781)				18,348				(374,433)
Other comprehensive (loss) income									(38,435)						(38,435)				26				(38,409)
Cash dividends declared, $0.39 per common share											(45,620)				(45,620)				(17,480)				(63,100)

Balance at December 31, 2021																									Balance at December 31, 2021		117,015,333			$	1,170			$	2,920,007			$	(392,450)			$	3,096,539			$	5,625,266			$	180,341			$	5,805,607
Net income																									Net income															253,383				253,383				28,164				281,547
Other comprehensive loss																									Other comprehensive loss											(1,169)								(1,169)				(53)				(1,222)
Cash dividends declared, $0.395 per common share																									Cash dividends declared, $0.395 per common share															(46,261)				(46,261)				—				(46,261)
Stock-based compensation	Stock-based compensation				4,203										4,203								4,203		Stock-based compensation							5,384												5,384								5,384
Fees related to public issuance of common stock					23										23								23

Exercise of stock options	Exercise of stock options	22,226	1		1,884										1,885								1,885		Exercise of stock options		500			—		32												32								32

Issuance of common stock, net	Issuance of common stock, net	12,688	—		—										—								—		Issuance of common stock, net		151,630			2		385												387								387

Withholding taxes paid on stock-based compensation award distributions	Withholding taxes paid on stock-based compensation award distributions	(3,107)	—		(708)										(708)								(708)		Withholding taxes paid on stock-based compensation award distributions		(55,069)			(1)		(10,421)												(10,422)								(10,422)
Balance at September 30, 2021		116,976,318	$	1,170	$	2,913,383			$	(366,436)	$	3,145,999			$	5,694,116			$	201,116			$	5,895,232
Balance at March 31, 2022																									Balance at March 31, 2022		117,112,394			$	1,171	$	2,915,387			$	(393,619)			$	3,303,661			$	5,826,600			$	208,452			$	6,035,052

Balance at July 1, 2020		106,336,982	$	1,064	$	1,400,105			$	(431,131)	$	3,054,434			$	4,024,472			$	181,689			$	4,206,161
Net income											98,301				98,301				18,744				117,045
Other comprehensive income									32,664						32,664				67				32,731
Cash dividends declared, $0.385 per common share											(40,986)				(40,986)				—				(40,986)
Stock-based compensation					5,098										5,098								5,098
Exercise of stock options		96,356	1		6,115										6,116								6,116
Issuance of common stock, net		33,798	—		—										—								—
Withholding taxes paid on stock-based compensation award distributions		(10,088)	—		(784)										(784)								(784)
Balance at September 30, 2020		106,457,048	$	1,065	$	1,410,534			$	(398,467)	$	3,111,749			$	4,124,881			$	200,500			$	4,325,381

Balance at January 1, 2021		106,842,369	$	1,069	$	1,438,038			$	(326,132)	$	3,155,252			$	4,268,227			$	200,367			$	4,468,594
Balance at December 31, 2020																									Balance at December 31, 2020		106,842,369			$	1,069	$	1,438,038			$	(326,132)			$	3,155,252			$	4,268,227			$	200,367			$	4,468,594
Net income	Net income										127,496				127,496				61,977				189,473		Net income															95,677				95,677				22,021				117,698
Other comprehensive loss	Other comprehensive loss								(40,304)						(40,304)				(50)				(40,354)		Other comprehensive loss											(23,982)								(23,982)				—				(23,982)
Cash dividends declared, $1.17 per common share											(136,749)				(136,749)				(61,178)				(197,927)
Cash dividends declared, $0.39 per common share																									Cash dividends declared, $0.39 per common share															(45,521)				(45,521)				(26,219)				(71,740)
Stock-based compensation	Stock-based compensation				13,981										13,981								13,981		Stock-based compensation							4,674												4,674								4,674
Fees related to public issuance of common stock	Fees related to public issuance of common stock				(888)										(888)								(888)		Fees related to public issuance of common stock							(902)												(902)								(902)
Exercise of stock options	Exercise of stock options	263,875	3		16,217										16,220								16,220		Exercise of stock options		17,964			—		1,183												1,183								1,183

Issuance of common stock, net	Issuance of common stock, net	9,918,778	99		1,453,789										1,453,888								1,453,888		Issuance of common stock, net		9,902,307			99		1,453,789												1,453,888								1,453,888

Withholding taxes paid on stock-based compensation award distributions	Withholding taxes paid on stock-based compensation award distributions	(48,704)	(1)		(7,754)										(7,755)								(7,755)		Withholding taxes paid on stock-based compensation award distributions		(44,465)			(1)		(6,859)												(6,860)								(6,860)
Balance at September 30, 2021		116,976,318	$	1,170	$	2,913,383			$	(366,436)	$	3,145,999			$	5,694,116			$	201,116			$	5,895,232

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											291,129				291,129				53,309				344,438
Other comprehensive (loss) income									(2,732)						(2,732)				147				(2,585)
Cash dividends declared, $1.155 per common share											(122,858)				(122,858)				(14,286)				(137,144)
Stock-based compensation					14,970										14,970								14,970
Exercise of stock options		300,833	3		16,922										16,925								16,925

Issuance of common stock, net		179,368	2		(2)										—								—

Withholding taxes paid on stock-based compensation award distributions		(63,368)	(1)		(4,802)										(4,803)								(4,803)
Balance at September 30, 2020		106,457,048	$	1,065	$	1,410,534			$	(398,467)	$	3,111,749			$	4,124,881			$	200,500			$	4,325,381
Balance at March 31, 2021																									Balance at March 31, 2021		116,718,175			$	1,167	$	2,889,923			$	(350,114)			$	3,205,408			$	5,746,384			$	196,169			$	5,942,553

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	$	746,724	$	613,110	Cash and cash equivalents at beginning of year	$	439,272	$	746,724
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	189,473		344,438		Net income	281,547		117,698
Adjustments to reconcile net income to cash flows from operating activities:	Adjustments to reconcile net income to cash flows from operating activities:					Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	185,765		170,214		Depreciation and amortization	66,574		62,260

Gain on sale of business		(428,424)		—
Loss on sale of investment in properties						Loss on sale of investment in properties	8,400		—

Stock-based compensation and other	Stock-based compensation and other	14,668		15,864		Stock-based compensation and other	4,245		2,560
Equity in net income of unconsolidated investments (net of tax)	Equity in net income of unconsolidated investments (net of tax)	(62,215)		(83,872)		Equity in net income of unconsolidated investments (net of tax)	(62,436)		(16,511)
Dividends received from unconsolidated investments and nonmarketable securities	Dividends received from unconsolidated investments and nonmarketable securities	43,374		61,309		Dividends received from unconsolidated investments and nonmarketable securities	39,168		4,950
Pension and postretirement benefit	Pension and postretirement benefit	(12,451)		(4,975)		Pension and postretirement benefit	(4,250)		(4,226)
Pension and postretirement contributions	Pension and postretirement contributions	(24,145)		(10,323)		Pension and postretirement contributions	(3,890)		(15,329)
Unrealized gain on investments in marketable securities	Unrealized gain on investments in marketable securities	(3,912)		(3,377)		Unrealized gain on investments in marketable securities	1,469		(1,762)
Loss on early extinguishment of debt	Loss on early extinguishment of debt	28,955		—		Loss on early extinguishment of debt	—		27,798
Deferred income taxes	Deferred income taxes	(38,924)		7,920		Deferred income taxes	27,747		(19,384)
Working capital changes	Working capital changes	456,405		(167,436)		Working capital changes	(219,397)		(49,185)
Non-cash transfer of 40% value of construction in progress of Kemerton plant to MRL	Non-cash transfer of 40% value of construction in progress of Kemerton plant to MRL	135,928		131,929		Non-cash transfer of 40% value of construction in progress of Kemerton plant to MRL	65,100		43,223
Other, net	Other, net	6,089		23		Other, net	1,899		5,857
Net cash provided by operating activities	Net cash provided by operating activities	490,586		461,714		Net cash provided by operating activities	206,176		157,949
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions, net of cash acquired		—		(22,572)

Capital expenditures	Capital expenditures	(652,739)		(621,371)		Capital expenditures	(231,698)		(179,683)

Cash proceeds from divestitures, net		289,791		—

Sales of marketable securities, net	Sales of marketable securities, net	4,407		1,208		Sales of marketable securities, net	3,751		5,245

Investments in equity and other corporate investments	Investments in equity and other corporate investments	(286)		(786)		Investments in equity and other corporate investments	(146)		(286)
Net cash used in investing activities	Net cash used in investing activities	(358,827)		(643,521)		Net cash used in investing activities	(228,093)		(174,724)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of common stock	Proceeds from issuance of common stock	1,453,888		—		Proceeds from issuance of common stock	—		1,453,888
Repayments of long-term debt and credit agreements	Repayments of long-term debt and credit agreements	(1,173,823)		(250,000)		Repayments of long-term debt and credit agreements	—		(1,174,980)
Proceeds from borrowings of credit agreements	Proceeds from borrowings of credit agreements	—		452,163		Proceeds from borrowings of credit agreements	280,000		—
Other debt (repayments) borrowings, net		(327,292)		202,786
Other debt repayments, net						Other debt repayments, net	(166,615)		(325,159)
Fees related to early extinguishment of debt	Fees related to early extinguishment of debt	(24,877)		—		Fees related to early extinguishment of debt	—		(23,719)
Dividends paid to shareholders	Dividends paid to shareholders	(132,236)		(120,836)		Dividends paid to shareholders	(45,637)		(41,130)
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests	(61,178)		(14,286)		Dividends paid to noncontrolling interests	—		(26,219)

Proceeds from exercise of stock options	Proceeds from exercise of stock options	16,220		16,925		Proceeds from exercise of stock options	419		1,183
Withholding taxes paid on stock-based compensation award distributions	Withholding taxes paid on stock-based compensation award distributions	(7,755)		(4,803)		Withholding taxes paid on stock-based compensation award distributions	(10,422)		(6,860)

Other	Other	(1,384)		(2,751)		Other	(126)		(253)
Net cash (used in) provided by financing activities		(258,437)		279,198
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	57,619		(143,249)
Net effect of foreign exchange on cash and cash equivalents	Net effect of foreign exchange on cash and cash equivalents	(24,997)		(8,428)		Net effect of foreign exchange on cash and cash equivalents	(11,649)		(16,841)
(Decrease) increase in cash and cash equivalents		(151,675)		88,963
Increase (decrease) in cash and cash equivalents						Increase (decrease) in cash and cash equivalents	24,053		(176,865)
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	595,049	$	702,073	Cash and cash equivalents at end of period	$	463,325	$	569,859

See accompanying Notes to the Condensed Consolidated Financial Statements.

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ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—Basis of ~~Presentation~~Presentation:

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Albemarle Corporation and our wholly-owned, majority-owned and controlled subsidiaries (collectively, “Albemarle,” “we,” “us,” “our” or “the Company”) contain all adjustments necessary for a fair statement, in all material respects, of our consolidated balance sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, our consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in equity for the ~~three- and nine-month~~three-month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and our condensed consolidated statements of cash flows for the ~~nine-month~~three-month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February ~~19, 2021.~~22, 2022. The December 31, ~~2020~~2021 consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three-month ~~and nine-month periods~~period ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the full year. ~~Certain reclassifications have been made to the accompanying condensed consolidated financial statements~~

Interest and ~~the notes thereto to conform to the current presentation.~~

~~Cost of goods sold~~financing expenses for the three-month period ended ~~September 30, 2021~~March 31, 2022 includes an expense of ~~$13.5~~$17.5 million for the correction of ~~out-of-period~~out of period errors regarding ~~misstated inventory foreign exchange~~overstated capitalized interest values ~~relating to~~in prior periods. ~~These misstatements in prior periods (understated) overstated Cost of goods sold by ($18.3) million and $9.6 million for~~For the years ended December 31, 2021, 2020 and 2019, ~~respectively,~~Interest expense was understated by $11.4 million, $5.5 million and ~~($4.8)~~$0.6 million, ~~for the six months ended June 30, 2021.~~In addition, Income tax expense for the nine-month period ended September 30, 2021 includes expense of $7.9 million due to the correction of an out-of-period error regarding an overstated deferred tax liability for the three-month period ended December 31, 2017.respectively. The Company does not believe these adjustments are material to the consolidated financial statements for any of the prior periods presented or to the three-month period ended ~~September 30, 2021.~~

The current novel coronavirus (“COVID-19”) pandemic is having an impact on overall global economic conditions. While we have not seen a material impact to our operations to date, the ultimate impact on our business will depend on the length and severity of the outbreak throughout the world. The Company has taken, and plans to continue to take, certain measures to maintain financial flexibility while still protecting our employees and customers.March 31, 2022, in which they were corrected.

NOTE 2—Acquisitions:

On September 30, 2021, the Company signed a definitive agreement to acquire all of the outstanding equity of Guangxi Tianyuan New Energy Materials Co., Ltd. (“Tianyuan”), for approximately $200 million in cash. Tianyuan's operations include a recently constructed lithium processing plant strategically positioned near the Port of Qinzhou in Guangxi. The plant has designed annual conversion capacity of up to 25,000 metric tons of LCE and is capable of producing battery-grade lithium carbonate and lithium hydroxide. The plant is currently in the commissioning stage and is expected to begin commercial production in the first half of 2022. The Company expects the transaction, which is subject to customary closing conditions, to close in ~~early~~the third quarter of 2022.

NOTE 3—Divestitures:

On June 1, 2021, the Company completed the sale of its fine chemistry services (“FCS”) business to W. R. Grace & Co. (“Grace”) for proceeds of approximately $570 million, consisting of $300 million in cash and the issuance to Albemarle of preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity can be redeemed at Grace’s option under certain conditions and will accrue payment-in-kind (“PIK”) dividends at an annual rate of 12% beginning two years after issuance.

As part of the transaction, Grace acquired our manufacturing facilities located in South Haven, Michigan and Tyrone, Pennsylvania. The sale of the FCS business reflects the Company’s commitment to investing in its core, growth-oriented business segments. ~~During the nine-month period ended September 30, 2021 we recorded a gain of $428.4 million ($330.9 million after taxes) related to the sale of~~Historical financial statements include results from this ~~business.~~business until divested on June 1, 2021.

We determined that ~~this~~the FCS business met the assets held for sale criteria in accordance with ASC 360, Property, Plant and Equipment during the first quarter of 2021. The results of operations of the business classified as held for sale are included in the consolidated statements of income through June 1, 2021. This business did not qualify for discontinued operations treatment

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~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

because the Company’s management does not consider the sale as representing a strategic shift that had or will have a major effect on the Company’s operations and financial results.

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ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 4—Goodwill and Other Intangibles:

The following table summarizes the changes in goodwill by reportable segment for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (in thousands):

Lithium Bromine Specialties Catalysts All Other Total
Balance at December 31, 2020 $ 1,441,781 $ 20,319 $ 196,834 $ 6,586 $ 1,665,520
Divestitures(a)
— — — (6,586) (6,586)
Foreign currency translation adjustments (27,623) — (7,840) — (35,463)
Balance at September 30, 2021 $ 1,414,158 $ 20,319 $ 188,994 $ — $ 1,623,471

~~(a) Represents goodwill of the FCS business. See Note 3, “Divestitures,” for additional information.~~


	Lithium		Bromine		Catalysts		Total
Balance at December 31, 2021	$	1,394,182	$	20,319	$	183,126	$	1,597,627


Foreign currency translation adjustments	(17,666)		—		(4,344)		(22,010)
Balance at March 31, 2022	$	1,376,516	$	20,319	$	178,782	$	1,575,617

The following table summarizes the changes in other intangibles and related accumulated amortization for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (in thousands):

Customer Lists and Relationships
Trade Names and Trademarks(a)
Patents and Technology Other Total
Gross Asset Value
  Balance at December 31, 2020 $ 448,748 $ 18,710 $ 58,096 $ 39,864 $ 565,418
    Divestitures(b)
— — — (1,473) (1,473)
Foreign currency translation adjustments and other (12,075) (484) (507) (1,070) (14,136)
  Balance at September 30, 2021 $ 436,673 $ 18,226 $ 57,589 $ 37,321 $ 549,809
Accumulated Amortization
  Balance at December 31, 2020 $ (147,286) $ (8,176) $ (39,500) $ (21,351) $ (216,313)
    Amortization (17,342) — (1,095) (674) (19,111)
    Divestitures(b)
— — — 1,457 1,457
Foreign currency translation adjustments and other 4,023 111 685 320 5,139
  Balance at September 30, 2021 $ (160,605) $ (8,065) $ (39,910) $ (20,248) $ (228,828)
Net Book Value at December 31, 2020 $ 301,462 $ 10,534 $ 18,596 $ 18,513 $ 349,105
Net Book Value at September 30, 2021 $ 276,068 $ 10,161 $ 17,679 $ 17,073 $ 320,981


	Customer Lists and Relationships		Trade Names and Trademarks(a)		Patents and Technology		Other		Total
Gross Asset Value
Balance at December 31, 2021	$	428,379	$	17,883	$	57,313	$	36,705	$	540,280

Foreign currency translation adjustments and other	(9,652)		(117)		(498)		685		(9,582)
Balance at March 31, 2022	$	418,727	$	17,766	$	56,815	$	37,390	$	530,698
Accumulated Amortization
Balance at December 31, 2021	$	(163,283)	$	(7,983)	$	(39,796)	$	(20,271)	$	(231,333)
Amortization	(5,437)		—		(368)		(216)		(6,021)

Foreign currency translation adjustments and other	3,560		70		481		(48)		4,063
Balance at March 31, 2022	$	(165,160)	$	(7,913)	$	(39,683)	$	(20,535)	$	(233,291)
Net Book Value at December 31, 2021	$	265,096	$	9,900	$	17,517	$	16,434	$	308,947
Net Book Value at March 31, 2022	$	253,567	$	9,853	$	17,132	$	16,855	$	297,407

(a) Net Book Value includes only indefinite-lived intangible assets.

~~(b) Represents other intangibles of the FCS business. See Note 3, “Divestitures,” for additional information.~~

NOTE 5—Income Taxes:

The effective income tax rate for the three-month ~~and nine-month periods~~period ended ~~September 30, 2021~~March 31, 2022 was ~~22.2% and 10.2%~~26.9% compared to ~~25.2% and 19.8%~~17.9% for the three-month and nine-month periods ended September 30, 2020, respectively. The three- and nine-month periods ended September 30, 2021 include a tax benefit of $152.9 million related to an accrual recorded as a subsequent event for a legal arbitration ruling in October 2021. See Note 10, “Commitments and Contingencies,” for further details of this legal matter. The nine-month period ended ~~September 30, 2021 also includes discrete~~March 31, 2021. The three-month period ended March 31, 2022 included tax expenses related to global intangible low-taxed income and net discrete tax ~~expense due~~expenses related to ~~an out-of-period adjustment regarding an overstated deferred tax liability recorded during the three-month period ended December 31, 2017 and~~ foreign ~~uncertain tax positions,~~return to provisions, partially offset by ~~tax benefits related to the release of~~ a ~~foreign valuation allowance,~~benefit for excess tax benefits realized from stock-based compensation ~~arrangements, and the revaluation of deferred taxes due to tax rate changes.~~arrangements. The Company’s effective income tax rate fluctuates based on, among other factors, the amount and location of income. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the three-month periods ended March 31, 2022 and March 31, 2021 was impacted by a variety of factors, primarily global intangible low-taxed income and the location in which income was earned.

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ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

statutory income tax rate and our effective income tax rate for the three-month and nine-month periods ended September 30, 2021 and September 30, 2020 was impacted by a variety of factors, primarily stemming from the location in which income was earned. In addition, the nine-month period ended September 30, 2021 includes $97.5 million in tax expense recorded for the gain on the sale of the FCS business, offset by the tax benefit for the legal arbitration ruling noted above and a benefit from foreign rate differences.

NOTE 6—Earnings Per Share:

Basic and diluted earnings per share for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are calculated as follows (in thousands, except per share amounts):

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
Basic earnings per share
Numerator:
Net (loss) income attributable to Albemarle Corporation $ (392,781) $ 98,301 $ 127,496 $ 291,129
Denominator:
Weighted-average common shares for basic earnings per share 116,965 106,386 115,455 106,314
Basic (loss) earnings per share $ (3.36) $ 0.92 $ 1.10 $ 2.74
Diluted earnings per share
Numerator:
Net (loss) income attributable to Albemarle Corporation $ (392,781) $ 98,301 $ 127,496 $ 291,129
Denominator:
Weighted-average common shares for basic earnings per share 116,965 106,386 115,455 106,314
Incremental shares under stock compensation plans — 487 685 326
Weighted-average common shares for diluted earnings per share 116,965 106,873 116,140 106,640
Diluted (loss) earnings per share $ (3.36) $ 0.92 $ 1.10 $ 2.73


	Three Months Ended March 31,
		2022		2021
Basic earnings per share
Numerator:
Net income attributable to Albemarle Corporation		$	253,383	$	95,677
Denominator:
Weighted-average common shares for basic earnings per share		117,066		112,592
Basic earnings per share		$	2.16	$	0.85

Diluted earnings per share
Numerator:
Net income attributable to Albemarle Corporation		$	253,383	$	95,677
Denominator:
Weighted-average common shares for basic earnings per share		117,066		112,592
Incremental shares under stock compensation plans		587		738
Weighted-average common shares for diluted earnings per share		117,653		113,330
Diluted earnings per share		$	2.15	$	0.84

On February 8, 2021, we completed an underwritten public offering of 8,496,773 shares of our common stock, par value $0.01 per share, at a price to the public of $153.00 per share. The Company also granted to the underwriters an option to purchase up to an additional 1,274,509 shares, which was exercised. The total gross proceeds from this offering were approximately $1.5 billion, before deducting expenses, underwriting discounts and commissions. The net proceeds were used for debt repayments and general corporate purposes. ~~See Note 9, “Long-Term Debt,” for further details.~~

On ~~July 20, 2021,~~February 24, 2022, the Company declared a cash dividend of ~~$0.39,~~$0.395, an increase from the prior year regular quarterly dividend. This dividend was paid on ~~October~~April 1, ~~2021 to shareholders of record at the close of business as of September 17, 2021. On October 25, 2021, the Company declared a cash dividend of $0.39 per share, which is payable on January 3,~~ 2022 to shareholders of record at the close of business as of ~~December 17, 2021.~~March 18, 2022. On May 3, 2022, the Company declared a cash dividend of $0.395 per share, which is payable on July 1, 2022 to shareholders of record at the close of business as of June 10, 2022.

NOTE 7—Inventories:

The following table provides a breakdown of inventories at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


		September 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021
Finished goods	Finished goods	$	426,616	$	454,162	Finished goods	$	656,475	$	473,836
Raw materials and work in process(a)	Raw materials and work in process(a)	240,881		219,896		Raw materials and work in process(a)	276,150		259,221
Stores, supplies and other	Stores, supplies and other	78,101		76,179		Stores, supplies and other	81,168		79,863
Total	Total	$	745,598	$	750,237	Total	$	1,013,793	$	812,920

(a)Included ~~$145.0~~$156.1 million and ~~$129.6~~$149.4 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, of work in process in our Lithium segment.

~~Table of Contents~~

~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 8—Investments:

The Company holds a 49% equity interest in Windfield Holdings Pty. Ltd. (“Windfield”), where the ownership parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Windfield to be a variable interest entity (“VIE”), however this investment is not consolidated as the Company is not the primary beneficiary. The carrying amount of our 49% equity interest in Windfield, which is our most significant VIE, was ~~$469.4~~$499.8 million and ~~$479.6~~$462.3 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Company’s aggregate net investment in all other entities which it considers to be VIEs for which the Company is not the primary beneficiary was ~~$8.2 million and~~ $8.0 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, respectively.~~2021. Our unconsolidated VIEs are reported in Investments on the consolidated balance sheets. The Company

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

does not guarantee debt for, or have other financial support obligations to, these entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the investments.

As part of the proceeds from the sale of the FCS business on June 1, 2021, Grace issued Albemarle preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity can be redeemed at Grace’s option under certain conditions and will accrue PIK dividends at an annual rate of 12% beginning two years after issuance. This preferred equity ~~has~~had a fair value of ~~$248.8~~$247.1 million and $246.5 million at ~~September 30,~~March 31, 2022 and December 31, 2021, respectively, which is reported in Investments in the consolidated balance sheets.

NOTE 9—Long-Term Debt:

Long-term debt at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following (in thousands):


		September 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021
1.125% notes due 2025	1.125% notes due 2025	$	441,090	$	610,800	1.125% notes due 2025	$	414,088	$	426,571
1.625% notes due 2028	1.625% notes due 2028	584,800		610,800		1.625% notes due 2028	549,000		565,550
1.875% Senior notes due 2021		—		480,007

3.45% Senior notes due 2029	3.45% Senior notes due 2029	171,612		300,000		3.45% Senior notes due 2029	171,612		171,612
4.15% Senior notes due 2024	4.15% Senior notes due 2024	425,000		425,000		4.15% Senior notes due 2024	425,000		425,000
5.45% Senior notes due 2044	5.45% Senior notes due 2044	350,000		350,000		5.45% Senior notes due 2044	350,000		350,000
Floating rate notes		—		200,000

Credit facilities	Credit facilities	—		223,900		Credit facilities	280,000		—
Commercial paper notes	Commercial paper notes	—		325,000		Commercial paper notes	222,400		388,500

Variable-rate foreign bank loans	Variable-rate foreign bank loans	5,404		7,702		Variable-rate foreign bank loans	4,842		5,226

Finance lease obligations	Finance lease obligations	58,579		59,181		Finance lease obligations	74,504		75,431

Other						Other	11,001		—
Unamortized discount and debt issuance costs	Unamortized discount and debt issuance costs	(14,387)		(20,332)		Unamortized discount and debt issuance costs	(12,956)		(13,651)
Total long-term debt	Total long-term debt	2,022,098		3,572,058		Total long-term debt	2,489,491		2,394,239
Less amounts due within one year	Less amounts due within one year	611		804,677		Less amounts due within one year	503,795		389,920
Long-term debt, less current portion	Long-term debt, less current portion	$	2,021,487	$	2,767,381	Long-term debt, less current portion	$	1,985,696	$	2,004,319

Current portion of long-term debt at March 31, 2022 includes commercial paper notes with a weighted-average interest rate of approximately 1.12% and a weighted-average maturity of 17 days.

In the first quarter of 2021, the Company made ~~the following~~certain debt principal payments using proceeds from the February 2021 underwritten public offering of common ~~stock:~~

•~~€123.8 million of the 1.125% notes due in November 2025~~

•~~€393.0 million, the remaining balance, of the 1.875% Senior notes originally due in December 2021~~

•~~$128.4 million of the 3.45% Senior notes due in November 2029~~

•~~$200.0 million, the remaining balance, of the floating rate notes originally due in November 2022~~

•~~€183.3 million, the outstanding balance, of the unsecured credit facility originally entered into on August 14, 2019, as amended and restated on December 15, 2020~~

•~~$325.0 million, the outstanding balance, of the commercial paper notes~~

~~Table of Contents~~

~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

stock. As a result, included in Interest and financing expenses for the ~~nine-month~~three-month period ended ~~September 30,~~March 31, 2021 is a loss on early extinguishment of debt of ~~$29.0~~$27.8 million, representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the redemption of this debt.

Prior to repayment in the first quarter of 2021, the carrying value of ~~our~~the 1.875% Euro-denominated senior notes was designated as an effective hedge of ~~our~~the net investment in certain foreign subsidiaries where the Euro serves as the functional currency, and gains or losses on the revaluation of these senior notes to our reporting currency were recorded in accumulated other comprehensive loss. Upon repayment of these notes, this net investment hedge was discontinued. The balance of foreign exchange revaluation gains and losses associated with this discontinued net investment hedge will remain within accumulated other comprehensive loss until the hedged net investment is sold or liquidated. Prior to the net investment hedge being discontinued, we recorded a gain of $5.1 million (net of income taxes) ~~in 2021, and~~ during the three-month ~~and nine-month periods~~period ended ~~September 30, 2020 we recorded losses of $12.4 million and $16.1 million (net of income taxes), respectively~~March 31, 2021 in accumulated other comprehensive loss.

Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 10—Commitments and Contingencies:

Environmental

~~We had the~~The following activity was recorded in ~~our recorded~~ environmental liabilities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (in thousands):


Beginning balance at December 31, ~~2020~~2021	$	~~45,771~~46,617
Expenditures	~~(1,529)~~(728)

Accretion of discount	~~723~~259
Additions and changes in estimates	~~1,576~~2,811
Foreign currency translation adjustments and other	~~(814)~~(860)
Ending balance at ~~September 30, 2021~~March 31, 2022	~~45,727~~48,099
Less amounts reported in Accrued expenses	~~9,850~~9,925
Amounts reported in Other noncurrent liabilities	$	~~35,877~~38,174

Environmental remediation liabilities included discounted liabilities of ~~$38.2~~$39.3 million and ~~$39.2~~$39.7 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, discounted at rates with a weighted-average of 3.5%, and with the undiscounted amount totaling ~~$71.2~~$69.1 million and ~~$73.6~~$70.0 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. For certain locations where the Company is operating groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility.

The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations, could be an additional $10 million to ~~$37~~$23 million before income taxes in excess of amounts already recorded. The variability of this range is primarily driven by possible environmental remediation activity at a formerly owned site where we indemnify the buyer through a set cutoff date in 2024.

We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period.

Litigation

We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability,

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breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally expensed as incurred.

On February 6, 2017, Huntsman International LLC (“Huntsman”), a subsidiary of Huntsman Corporation, filed a lawsuit in New York state court against Rockwood Holdings, Inc. (“Rockwood”), Rockwood Specialties, Inc., certain former executives of Rockwood and its subsidiaries—Seifollah Ghasemi, Thomas Riordan, Andrew Ross, and Michael Valente, and Albemarle. The lawsuit arises out of Huntsman’s acquisition of certain Rockwood subsidiaries in connection with a stock purchase agreement (the “SPA”), dated September 17, 2013. Before that transaction closed on October 1, 2014, Albemarle began discussions with Rockwood to purchase all outstanding equity of Rockwood and did so in a transaction that closed on January 12, 2015. Huntsman’s complaint asserted that certain technology that Rockwood had developed for a production facility in Augusta, Georgia, and which was among the assets that Huntsman acquired pursuant to the SPA, did not work, and that Rockwood and the defendant executives had intentionally misled Huntsman about that technology in connection with the Huntsman-Rockwood transaction. The complaint asserted claims for, among other things, fraud, negligent misrepresentation, and breach of the SPA, and sought certain costs for completing construction of the production facility.

On March 10, 2017, Albemarle moved in New York state court to compel arbitration, which was granted on January 8, 2018 (although Huntsman unsuccessfully appealed that decision). Huntsman’s arbitration demand asserted claims substantially similar to those asserted in its state court complaint, and sought various forms of legal remedies, including cost overruns, compensatory damages, expectation damages, punitive damages, and restitution. After a trial, the arbitration panel issued an award on October 28, 2021, awarding approximately $600 million (including interest) to be paid by Albemarle to Huntsman, in addition to the possibility of attorney’s fees, costs and expenses. Albemarle continues to assess its legal rights and options. Albemarle and Huntsman have initiated discussions regarding a resolution of the matter.

~~Based on our review of the decision by the AAA arbitration panel, Albemarle has decided to view the decision as representing the best estimate available of the outcome of this arbitration.~~ As a result, the consolidated statements of income for the three and nine months ended September 30, 2021, includes a loss of $657.4 million ($504.5 million net of income tax), inclusive of estimated possible legal fees incurred by Huntsman and other related obligations, to reflect the increase in liabilities for this legal matter.

~~In addition, as~~ first reported in 2018, following receipt of information regarding potential improper payments being made by third-party sales representatives of our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential violations of the Company’s Code of Conduct, the Foreign Corrupt Practices Act, and other potentially applicable laws. Based on this internal investigation, we have voluntarily self-reported potential issues relating to the use of third-party sales representatives in our Refining Solutions business, within our Catalysts segment, to the U.S. Department of Justice (“DOJ”), the SEC, and the Dutch Public Prosecutor (“DPP”), and are cooperating with the DOJ, the SEC, and the DPP in their review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures. We have commenced discussions with the SEC about a potential resolution.

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At this time, we are unable to predict the duration, scope, result, or related costs associated with the investigations. We also are unable to predict what action may be taken by the DOJ, the SEC, or the DPP, or what penalties or remedial actions they may ultimately seek. Any determination that our operations or activities are not, or were not, in compliance with existing laws or regulations could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses. We do not believe, however, that any such fines, penalties, disgorgement, equitable relief, or other losses would have a material adverse effect on our financial condition or liquidity. However, an adverse resolution could have a material adverse effect on our results of operations in a particular period.

Indemnities

We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the financial condition of those parties who may have indemnification obligations to the Company is generally sound, in the event the Company seeks indemnity under any of these agreements or through other means, there can be no assurance that any party who may have obligations to indemnify us will adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities.

The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses of acquired businesses that were divested prior to the completion of the acquisition. In the opinion of management,

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and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows. The Company had approximately ~~$27.9~~$64.9 million and ~~$30.5~~$66.8 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, recorded in Other noncurrent liabilities, primarily related to the indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities ~~sold.~~sold in 2017.

Other

We have contracts with certain of our customers which serve as guarantees on product delivery and performance according to customer specifications that can cover both shipments on an individual basis, as well as blanket coverage of multiple shipments under certain customer supply contracts. The financial coverage provided by these guarantees is typically based on a percentage of net sales value.

NOTE 11—Leases:

We lease certain office space, buildings, transportation and equipment in various countries. The initial lease terms generally range from 1 to 30 years for real estate leases, and from 2 to 15 years for non-real estate leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.

Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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(Unaudited)

The following table provides details of our lease contracts for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Operating lease cost	Operating lease cost	$	13,807	$	8,085	$	32,954	$	25,298	Operating lease cost		$	10,611	$	9,412
Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of right of use assets	Amortization of right of use assets	153		126		466		433		Amortization of right of use assets		430		157
Interest on lease liabilities	Interest on lease liabilities	722		697		2,229		1,977		Interest on lease liabilities		853		755
Total finance lease cost	Total finance lease cost	875		823		2,695		2,410		Total finance lease cost		1,283		912

Short-term lease cost	Short-term lease cost	2,949		3,427		7,729		9,824		Short-term lease cost		2,699		2,604
Variable lease cost	Variable lease cost	2,441		2,312		6,619		6,344		Variable lease cost		717		2,365

Total lease cost	Total lease cost	$	20,072	$	14,647	$	49,997	$	43,876	Total lease cost		$	15,310	$	15,293

Supplemental cash flow information related to our lease contracts for the ~~nine-month~~three-month periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021 is as follows (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	24,462	$	28,074	Operating cash flows from operating leases	$	8,637	$	8,381
Operating cash flows from finance leases	Operating cash flows from finance leases	1,295		1,156		Operating cash flows from finance leases	599		439
Financing cash flows from finance leases	Financing cash flows from finance leases	471		513		Financing cash flows from finance leases	515		159
Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:					Right-of-use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	57,136		17,197		Operating leases	999		707

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is as follows (in thousands, except as noted):


		September 30, 2021			December 31, 2020				March 31, 2022			December 31, 2021
Operating leases:	Operating leases:							Operating leases:
Other assets	Other assets	$	165,970		$	136,292		Other assets	$	144,594		$	154,741

Accrued expenses	Accrued expenses	33,862			22,297			Accrued expenses	35,285			31,603
Other noncurrent liabilities	Other noncurrent liabilities	136,552			116,765			Other noncurrent liabilities	116,736			126,997
Total operating lease liabilities	Total operating lease liabilities	170,414			139,062			Total operating lease liabilities	152,021			158,600
Finance leases:	Finance leases:							Finance leases:
Net property, plant and equipment	Net property, plant and equipment	58,375			58,963			Net property, plant and equipment	74,398			75,302

Current portion of long-term debt(a)	Current portion of long-term debt(a)	2,658			1,752			Current portion of long-term debt(a)	3,996			3,768
Long-term debt	Long-term debt	57,968			58,543			Long-term debt	73,109			74,011
Total finance lease liabilities	Total finance lease liabilities	60,626			60,295			Total finance lease liabilities	77,105			77,779
Weighted average remaining lease term (in years):	Weighted average remaining lease term (in years):							Weighted average remaining lease term (in years):
Operating leases	Operating leases	12.6			15.3			Operating leases	12.8			12.9
Finance leases	Finance leases	27.0			27.5			Finance leases	24.4			24.5
Weighted average discount rate (%):	Weighted average discount rate (%):							Weighted average discount rate (%):
Operating leases	Operating leases	3.46		%	3.94		%	Operating leases	3.48		%	3.44		%
Finance leases	Finance leases	4.57		%	4.56		%	Finance leases	4.46		%	4.47		%

(a) Balance includes accrued interest of finance lease recorded in Accrued liabilities.

Maturities of lease liabilities at ~~September 30, 2021~~March 31, 2022 were as follows (in thousands):

Operating Leases Finance Leases
Remainder of 2021 $ 10,126 $ 542
2022 38,503 4,448
2023 34,453 4,448
2024 20,984 4,448
2025 14,714 4,448
Thereafter 131,456 89,916
Total lease payments 250,236 108,250
Less imputed interest 79,822 47,624
Total $ 170,414 $ 60,626


	Operating Leases		Finance Leases
Remainder of 2022	$	29,496	$	4,015
2023	34,363		6,156
2024	20,847		6,156
2025	12,298		6,156
2026	9,784		5,497
Thereafter	122,294		97,469
Total lease payments	229,082		125,449
Less imputed interest	77,061		48,344
Total	$	152,021	$	77,105

NOTE 12—Segment Information:

Our 3 reportable segments include: (1) Lithium; (2) ~~Bromine Specialties;~~Bromine; and (3) Catalysts. Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset and market focus, agility and responsiveness. This business structure aligns with the markets and customers we serve through each of the segments. This structure also facilitates the continued standardization of business processes across the organization, and is consistent with the manner in which information is presently used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions.

Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category included only the FCS business that did not fit into any of our core businesses. On June 1, 2021, we completed the sale

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other�� category includes only the FCS business that does not fit into any of our core businesses. On June 1, 2021, we completed the sale of the FCS business. See Note 3, “Divestitures,” for additional information. Amounts in the “All Other” category represent activity in this business until divested on June 1, 2021.

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
		(In thousands)				(In thousands)					(In thousands)
Net sales:	Net sales:									Net sales:
Lithium	Lithium	$	359,229	$	265,646	$	958,539	$	786,186	Lithium		$	550,272	$	278,976
Bromine Specialties		277,783		237,193		837,978		701,564
Bromine										Bromine		359,579		280,447
Catalysts	Catalysts	193,554		197,919		562,141		602,179		Catalysts		217,877		220,243
All Other	All Other	—		46,110		75,095		159,833		All Other		—		49,625

Total net sales	Total net sales	$	830,566	$	746,868	$	2,433,753	$	2,249,762	Total net sales		$	1,127,728	$	829,291

Adjusted EBITDA:	Adjusted EBITDA:									Adjusted EBITDA:
Lithium	Lithium	$	125,416	$	97,789	$	341,293	$	270,962	Lithium		$	308,615	$	106,436
Bromine Specialties		86,012		79,448		273,298		235,751
Bromine										Bromine		129,234		94,640
Catalysts	Catalysts	33,103		37,834		79,694		108,081		Catalysts		16,910		25,427
All Other	All Other	—		24,985		29,858		66,407		All Other		—		21,479
Corporate	Corporate	(26,962)		(24,001)		(81,892)		(83,588)		Corporate		(22,829)		(17,928)
Total adjusted EBITDA	Total adjusted EBITDA	$	217,569	$	216,055	$	642,251	$	597,613	Total adjusted EBITDA		$	431,930	$	230,054

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

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~~(Unaudited)~~

Lithium Bromine Specialties Catalysts Reportable Segments Total All Other Corporate Consolidated Total
Three months ended September 30, 2021
Net income (loss) attributable to Albemarle Corporation $ 92,449 $ 73,409 $ 20,039 $ 185,897 $ — $ (578,678) $ (392,781)
Depreciation and amortization 34,256 12,603 13,064 59,923 — 2,159 62,082
Restructuring and other(a)
— — — — — 754 754
Gain on sale of business(b)
— — — — — 984 984
Acquisition and integration related costs(c)
— — — — — 1,553 1,553
Interest and financing expenses — — — — — 5,136 5,136
Income tax expense — — — — — (114,670) (114,670)
Non-operating pension and OPEB items — — — — — (5,471) (5,471)
Legal accrual(d)
— — — — — 657,412 657,412
Other(e)
(1,289) — — (1,289) — 3,859 2,570
Adjusted EBITDA $ 125,416 $ 86,012 $ 33,103 $ 244,531 $ — $ (26,962) $ 217,569
Three months ended September 30, 2020
Net income (loss) attributable to Albemarle Corporation $ 69,102 $ 66,548 $ 25,176 $ 160,826 $ 22,798 $ (85,323) $ 98,301
Depreciation and amortization 28,687 12,900 12,658 54,245 2,187 2,247 58,679
Restructuring and other(a)
— — — — — 2,251 2,251
Acquisition and integration related costs(c)
— — — — — 5,928 5,928
Interest and financing expenses — — — — — 19,227 19,227
Income tax expense — — — — — 30,653 30,653
Non-operating pension and OPEB items — — — — — (2,901) (2,901)
Other(f)
— — — — — 3,917 3,917
Adjusted EBITDA $ 97,789 $ 79,448 $ 37,834 $ 215,071 $ 24,985 $ (24,001) $ 216,055
Nine months ended September 30, 2021
Net income (loss) attributable to Albemarle Corporation $ 237,293 $ 235,670 $ 41,401 $ 514,364 $ 27,988 $ (414,856) $ 127,496
Depreciation and amortization 99,559 37,628 38,293 175,480 1,870 8,415 185,765
Restructuring and other(a)
— — — — — 2,294 2,294
Gain on sale of business(b)
— — — — — (428,424) (428,424)
Acquisition and integration related costs(c)
— — — — — 5,629 5,629
Interest and financing expenses(g)
— — — — — 56,170 56,170
Income tax expense — — — — — 14,422 14,422
Non-operating pension and OPEB items — — — — — (16,407) (16,407)
Legal accrual(d)
— — — — — 657,412 657,412
Albemarle Foundation contribution(h)
— — — — — 20,000 20,000
Other(e)
4,441 — — 4,441 — 13,453 17,894
Adjusted EBITDA $ 341,293 $ 273,298 $ 79,694 $ 694,285 $ 29,858 $ (81,892) $ 642,251
Nine months ended September 30, 2020
Net income (loss) attributable to Albemarle Corporation $ 188,380 $ 198,905 $ 70,770 $ 458,055 $ 60,069 $ (226,995) $ 291,129
Depreciation and amortization 82,582 36,846 37,311 156,739 6,338 7,137 170,214
Restructuring and other(a)
— — — — — 10,831 10,831
Acquisition and integration related costs(c)
— — — — — 14,349 14,349
Interest and financing expenses — — — — — 53,964 53,964
Income tax expense — — — — — 64,526 64,526
Non-operating pension and OPEB items — — — — — (8,704) (8,704)
Other(f)
— — — — — 1,304 1,304
Adjusted EBITDA $ 270,962 $ 235,751 $ 108,081 $ 614,794 $ 66,407 $ (83,588) $ 597,613

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~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~


	Lithium		Bromine		Catalysts		Reportable Segments Total		All Other		Corporate		Consolidated Total





























Three months ended March 31, 2022
Net income (loss) attributable to Albemarle Corporation	$	261,689	$	116,561	$	3,989	$	382,239	$	—	$	(128,856)	$	253,383
Depreciation and amortization	38,526		12,673		12,921		64,120		—		2,454		66,574

Loss on sale of interest in properties(a)	8,400		—		—		8,400		—		—		8,400
Acquisition and integration related costs(b)	—		—		—		—		—		1,724		1,724
Interest and financing expenses(c)	—		—		—		—		—		27,834		27,834
Income tax expense	—		—		—		—		—		80,530		80,530
Non-operating pension and OPEB items	—		—		—		—		—		(5,280)		(5,280)


Other(d)	—		—		—		—		—		(1,235)		(1,235)
Adjusted EBITDA	$	308,615	$	129,234	$	16,910	$	454,759	$	—	$	(22,829)	$	431,930
Three months ended March 31, 2021
Net income (loss) attributable to Albemarle Corporation	$	74,630	$	82,113	$	12,916	$	169,659	$	20,016	$	(93,998)	$	95,677
Depreciation and amortization	31,806		12,527		12,511		56,844		1,463		3,953		62,260

Acquisition and integration related costs(b)	—		—		—		—		—		2,162		2,162

Interest and financing expenses(e)	—		—		—		—		—		43,882		43,882
Income tax expense	—		—		—		—		—		22,107		22,107
Non-operating pension and OPEB items	—		—		—		—		—		(5,465)		(5,465)
Other(f)	—		—		—		—		—		9,431		9,431
Adjusted EBITDA	$	106,436	$	94,640	$	25,427	$	226,503	$	21,479	$	(17,928)	$	230,054

(a)~~In 2021, we~~Expense recorded ~~facility closure~~as a result of revised estimates of the obligation to construct certain lithium hydroxide conversion assets in Kemerton, Western Australia, due to anticipated cost overruns from supply chain, labor and COVID-19 pandemic related to offices in Germany, and severance expenses in Germany and Belgium, in Selling, general and administrative expenses (“SG&A”). In 2020, we recorded severance expenses as part of business reorganization plans, impacting each of our businesses and Corporate, primarily in the U.S., Germany and with our Jordanian joint venture partner. During the three months ended September 30, 2020, we recorded expenses of $2.3 million in SG&A. During the nine months ended September 30, 2020, we recorded expenses of $0.7 million in Cost of goods sold, $10.4 million in SG&A and a $0.3 million gain in Net income attributable to noncontrolling interests for the portion of severance expense allocated to our Jordanian joint venture partner.issues. The ~~balance of unpaid severance is~~corresponding obligation was recorded in Accrued ~~expenses and is expected~~liabilities to ~~primarily~~ be ~~paid through 2021.~~transferred to Mineral Resources Limited (“MRL”), which maintains a 40% ownership interest in these Kemerton assets.

(b)~~See Note 3, “Divestitures,” for additional information.~~

~~(c)~~Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in Selling, general and administrative expenses (“SG~~&A.~~&A”).

~~(d)~~(c)~~Loss recorded~~Included in ~~Other expense, net in~~Interest and financing expenses is the ~~three months ended September 30, 2021~~correction of an out of period error of $17.5 million related to ~~an arbitration ruling for~~ the ~~Huntsman legal matter.~~overstatement of capitalized interest in prior periods. See Note ~~10, “Commitments and Contingencies,~~1, “Basis of Presentation,” for further details.

~~(e)~~(d)Included amounts for the three months ended ~~September 30, 2021~~March 31, 2022 recorded in:

•SG&A - ~~$2.5~~$4.3 million of gains from the sale of legacy properties not part of our operations, partially offset by $2.8 million of charges for environmental reserves at sites not part of our operations and $0.7 million of facility closure expenses related to offices in Germany.

•Other income, net - $0.6 million gain related to a settlement received from a legal matter in a prior period.

(e)Included in Interest and financing expenses is a loss on early extinguishment of debt of $27.8 million for the three months ended March 31, 2021. See Note 9, “Long-Term Debt,” for additional information.

(f)Included amounts for the three months ended March 31, 2021 recorded in:

▪SG&A - $5.5 million of expenses primarily related to non-routine labor and compensation related costs that are outside normal compensation arrangements.

•▪Other ~~expense,~~income, net - ~~$0.1 million of a loss resulting from the adjustment of indemnifications related to previously disposed businesses.~~

~~Included amounts for the nine months ended September 30, 2021 recorded in:~~

•SG&A - $8.6 million of expenses primarily related to non-routine labor and compensation related costs that are outside normal compensation arrangements, a $4.0 million loss resulting from the sale of property, plant and equipment and $1.6 million of charges for an environmental reserve at a site not part of our operations.

•~~Other expense, net - $3.7~~$3.9 million of expenses primarily related to asset retirement obligation charges to update of an estimate at a site formerly owned by Albemarle.

~~(f)Included amounts for the three months ended September 30, 2020 recorded in:~~

•~~SG&A - $3.8 million of a net expense primarily related to the increase of environmental reserves at non-operating businesses we had previously divested.~~

•~~Other expense, net - $0.2 million loss resulting from the settlement of a historical legal matter of an acquired company.~~

~~Included amounts for the nine months ended September 30, 2020 recorded in:~~

▪~~SG&A - $3.8 million of a net expense primarily related to the increase of environmental reserves at non-operating businesses we had previously divested.~~

▪Other expense, net - $2.5 million net gain resulting from the settlement of legal matters related to a business sold and $0.8 million net gain primarily related to the sale of idle properties in Germany, partially offset by a $0.8 million loss resulting from the adjustment of indemnifications related to previously disposed businesses.

~~(g)~~Included in Interest and financing expenses is a loss on early extinguishment of debt of $29.0 million for the nine months ended September 30, 2021, respectively. See Note 9, “Long-Term Debt,” for additional information.

~~(h)~~Included in SG&A is a charitable contribution, using a portion of the proceeds received from the FCS divestiture, to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs, scholarships and other charitable initiatives in locations where our employees live and the Company operates. This contribution is in addition to the normal annual contribution made to the Albemarle Foundation by the Company, and is significant in size and nature in that it is intended to provide more long-term benefits in these communities.

1817

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(Unaudited)

NOTE 13—Pension Plans and Other Postretirement Benefits:

The components of pension and postretirement benefits cost (credit) for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Pension Benefits Cost (Credit):	Pension Benefits Cost (Credit):									Pension Benefits Cost (Credit):
Service cost	Service cost	$	1,425	$	1,202	$	3,776	$	3,623	Service cost		$	985	$	1,179
Interest cost	Interest cost	5,113		6,696		15,352		20,049		Interest cost		5,605		5,119
Expected return on assets	Expected return on assets	(10,893)		(10,065)		(32,687)		(30,156)		Expected return on assets		(11,212)		(10,893)

Amortization of prior service benefit	Amortization of prior service benefit	29		9		87		27		Amortization of prior service benefit		24		29
Total net pension benefits credit	Total net pension benefits credit	$	(4,326)	$	(2,158)	$	(13,472)	$	(6,457)	Total net pension benefits credit		$	(4,598)	$	(4,566)
Postretirement Benefits Cost:	Postretirement Benefits Cost:									Postretirement Benefits Cost:
Service cost	Service cost	$	31	$	27	$	93	$	79	Service cost		$	21	$	31
Interest cost	Interest cost	309		468		928		1,403		Interest cost		327		309

Total net postretirement benefits cost	Total net postretirement benefits cost	$	340	$	495	$	1,021	$	1,482	Total net postretirement benefits cost		$	348	$	340
Total net pension and postretirement benefits credit	Total net pension and postretirement benefits credit	$	(3,986)	$	(1,663)	$	(12,451)	$	(4,975)	Total net pension and postretirement benefits credit		$	(4,250)	$	(4,226)

All components of net benefit cost (credit), other than service cost, are included in Other ~~expense,~~income, net on the consolidated statements of income.

During the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021, we made contributions of $3.2 million and ~~$22.1 million, respectively, to our qualified and nonqualified pension plans. During the three-month and nine-month periods ended September 30, 2020, we made contributions of $2.7 million and $7.9~~$14.7 million, respectively, to our qualified and nonqualified pension plans.

We paid ~~$0.7~~$0.6 million and ~~$2.1~~$0.6 million ~~respectively,~~ in premiums to the U.S. postretirement benefit plan during the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021, respectively. ~~During the three-month and nine-month periods ended September 30, 2020, we paid $0.9 million and $2.5 million, respectively, in premiums to the U.S. postretirement benefit plan.~~

NOTE 14—Fair Value of Financial Instruments:

In assessing the fair value of financial instruments, we use methods and assumptions that are based on market conditions and other risk factors existing at the time of assessment. Fair value information for our financial instruments is as follows:

Long-Term Debt—the fair values of our notes are estimated using Level 1 inputs and account for the difference between the recorded amount and fair value of our long-term debt. The carrying value of our remaining long-term debt reported in the accompanying consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings.

September 30, 2021 December 31, 2020
Recorded
Amount Fair Value Recorded
Amount Fair Value
(In thousands)
Long-term debt $ 2,033,469 $ 2,235,877 $ 3,588,157 $ 3,783,225


	March 31, 2022				December 31, 2021
	Recorded Amount		Fair Value		Recorded Amount		Fair Value
	(In thousands)
Long-term debt	$	2,499,719	$	2,511,206	$	2,405,021	$	2,593,590

Foreign Currency Forward Contracts—During the fourth quarter of 2019, we entered into a foreign currency forward contract to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in Australia. This derivative financial instrument is used to manage risk and is not used for trading or other speculative purposes. This foreign currency forward contract has been designated as a hedging instrument under ASC 815, Derivatives and Hedging. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had outstanding designated foreign currency forward contracts with notional values totaling the equivalent of ~~$127.1~~$86.1 million and ~~$75.4~~$36.5 million, respectively.

We also enter into foreign currency forward contracts in connection with our risk management strategies that have not been designated as hedging instruments under ASC 815, Derivatives and Hedging, in an attempt to minimize the financial

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~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

impact of changes in foreign currency exchange rates. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. The fair values of our non-designated foreign currency forward contracts are estimated based on current settlement values. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had outstanding non-designated

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

foreign currency forward contracts with notional values totaling ~~$593.1~~$486.9 million and ~~$611.1~~$618.1 million, respectively, hedging our exposure to various currencies including the Chilean peso, Euro, Chinese Renminbi, Japanese Yen, Australian Dollar ~~Taiwanese Dollar, Chinese Renminbi~~ and ~~Chilean Peso.~~Singapore Dollar.

The following table summarizes the fair value of our foreign currency forward contracts included in the consolidated balance sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Assets		Liabilities		Assets		Liabilities			Assets		Liabilities		Assets		Liabilities
Designated as hedging instruments(a)	Designated as hedging instruments(a)	$	1,961	$	93	$	7,043	$	—	Designated as hedging instruments(a)	$	3,760	$	—	$	237	$	57
Not Designated as hedging instruments(b)	Not Designated as hedging instruments(b)	2,675		4,101		6,563		4,803		Not Designated as hedging instruments(b)	2,673		168		2,901		248
Total	Total	$	4,636	$	4,194	$	13,606	$	4,803	Total	$	6,433	$	168	$	3,138	$	305

(a) Included ~~$2.0~~$3.8 million in Other current assets at March 31, 2022, and $0.2 million in Other current assets and $0.1 million in Accrued expenses at ~~September 30, 2021, and $6.2 million in Other current assets and $0.9 million in Other assets at~~ December 31, ~~2020.~~2021.

(b) Included $2.7 million in Other current assets and ~~$4.1~~$0.2 million in Accrued expenses at ~~September 30, 2021~~March 31, 2022 and ~~$6.6~~$2.9 million in Other current assets and ~~$4.8~~$0.2 million in Accrued expenses at December 31, ~~2020.~~

2021.

The following table summarizes the net gains (losses) recognized for our foreign currency forward contracts during the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Designated as hedging instruments	Designated as hedging instruments									Designated as hedging instruments
Income (loss) recognized in Other comprehensive (loss) income		$	214	$	6,993	$	(563)	$	(6,822)
Income (loss) recognized in Other comprehensive loss										Income (loss) recognized in Other comprehensive loss		$	4,017	$	(1,600)
Not designated as hedging instruments	Not designated as hedging instruments									Not designated as hedging instruments
(Loss) income recognized in Other expense, net(a)		$	(1,199)	$	3,102	$	658	$	(5,201)
Loss recognized in Other income, net(a)										Loss recognized in Other income, net(a)		$	(3,972)	$	(191)

(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 ~~expense,~~income, net.

In addition, for the ~~nine-month~~three-month periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we recorded net cash ~~receipts (settlements)~~settlements of ~~$0.8~~$3.3 million and ~~($25.5)~~$7.9 million, respectively, in Other, net, in our condensed consolidated statements of cash flows.

~~As of September 30, 2021, there are no unrealized~~Unrealized gains orand losses related to the cash flow hedges ~~expected to~~will be reclassified to earnings inover the ~~next twelve months.~~life of the related assets when settled and the related assets are placed into service.

The counterparties to our foreign currency forward contracts are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties.

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~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 15—Fair Value Measurement:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:


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

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


		September 30, 2021		Quoted Prices in Active Markets for Identical Items (Level 1)		Quoted Prices in Active Markets for Similar Items (Level 2)		Unobservable Inputs (Level 3)			March 31, 2022		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:	Assets:														Assets:
Available for sale debt securities(a)	Available for sale debt securities(a)	$	248,775	$	—	$	—	$	248,775	Available for sale debt securities(a)	$	247,107	$	—		$	—	$	247,107
Investments under executive deferred compensation plan(b)	Investments under executive deferred compensation plan(b)	$	31,952	$	31,952	$	—	$	—	Investments under executive deferred compensation plan(b)	$	27,272	$	27,272		$	—	$	—

Private equity securities measured at net asset value(c)(d)	Private equity securities measured at net asset value(c)(d)	$	4,695	$	—	$	—	$	—	Private equity securities measured at net asset value(c)(d)	$	4,710	$	—		$	—	$	—
Foreign currency forward contracts(e)	Foreign currency forward contracts(e)	$	4,636	$	—	$	4,636	$	—	Foreign currency forward contracts(e)	$	6,433	$	—		$	6,433	$	—

Liabilities:	Liabilities:									Liabilities:
Obligations under executive deferred compensation plan(b)	Obligations under executive deferred compensation plan(b)	$	31,952	$	31,952	$	—	$	—	Obligations under executive deferred compensation plan(b)	$	27,272	$	27,272		$	—	$	—
Foreign currency forward contracts(e)	Foreign currency forward contracts(e)	$	4,194	$	—	$	4,194	$	—	Foreign currency forward contracts(e)	$	168	$	—		$	168	$	—


		December 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)			December 31, 2021		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:	Assets:														Assets:
Available for sale debt securities(a)										Available for sale debt securities(a)	$	246,517	$	—		$	—	$	246,517
Investments under executive deferred compensation plan(b)	Investments under executive deferred compensation plan(b)	$	32,447	$	32,447	$	—	$	—	Investments under executive deferred compensation plan(b)	$	32,491	$	32,491		$	—	$	—

Private equity securities measured at net asset value(c)(d)	Private equity securities measured at net asset value(c)(d)	$	4,661	$	—	$	—	$	—	Private equity securities measured at net asset value(c)(d)	$	4,696	$	—		$	—	$	—
Foreign currency forward contracts(e)	Foreign currency forward contracts(e)	$	13,606	$	—	$	13,606	$	—	Foreign currency forward contracts(e)	$	3,138	$	—		$	3,138	$	—

Liabilities:	Liabilities:									Liabilities:
Obligations under executive deferred compensation plan(b)	Obligations under executive deferred compensation plan(b)	$	32,447	$	32,447	$	—	$	—	Obligations under executive deferred compensation plan(b)	$	32,491	$	32,491		$	—	$	—
Foreign currency forward contracts(e)	Foreign currency forward contracts(e)	$	4,803	$	—	$	4,803	$	—	Foreign currency forward contracts(e)	$	305	$	—		$	305	$	—

(a)Preferred equity of a Grace subsidiary acquired as a portion of the proceeds of the FCS sale on June 1, 2021. See Note 2, “Divestitures,” for further details on the material terms and conditions. A third-party estimate of the fair value was prepared using expected future cash flows over the period up to when the asset is likely to be redeemed, applying a discount rate that appropriately captures a market participant's view of the risk associated with the investment. These are considered to be Level 3 inputs.

(b)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.

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~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

(c)Primarily consists of private equity securities reported in Investments in the consolidated balance sheets. The changes in fair value are reported in Other expense, net, in our consolidated statements of income.

(d)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.

(e)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 14, “Fair Value of Financial Instruments,” for further details about our foreign currency forward contracts.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables set forth the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements (in thousands):


	Available for Sale Debt Securities
Beginning balance at December 31, ~~2020~~2021	$	—246,517
~~Additions~~Fair value adjustment	~~244,530~~ (2,594)
Accretion of discount	~~4,245~~3,184
Ending balance at ~~September 30, 2021~~March 31, 2022	$	~~248,775~~247,107

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~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 16—Accumulated Other Comprehensive (Loss) Income:

The components and activity in Accumulated other comprehensive (loss) income (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands):

Foreign Currency Translation and Other
Net Investment Hedge(a)
Cash Flow Hedge(b)
Interest Rate Swap(c)
Total
Three months ended September 30, 2021
Balance at June 30, 2021 $ (324,951) $ — $ 5,672 $ (8,722) $ (328,001)
Other comprehensive (loss) income before reclassifications (39,295) — 214 — (39,081)
Amounts reclassified from accumulated other comprehensive loss 21 — — 651 672
Other comprehensive (loss) income, net of tax (39,274) — 214 651 (38,409)
Other comprehensive income attributable to noncontrolling interests (26) — — — (26)
Balance at September 30, 2021 $ (364,251) $ — $ 5,886 $ (8,071) $ (366,436)
Three months ended September 30, 2020
Balance at June 30, 2020 $ (487,939) $ 77,103 $ (8,968) $ (11,327) $ (431,131)
Other comprehensive income (loss) before reclassifications 37,489 (12,408) 6,993 — 32,074
Amounts reclassified from accumulated other comprehensive loss 10 — — 647 657
Other comprehensive income (loss), net of tax 37,499 (12,408) 6,993 647 32,731
Other comprehensive loss attributable to noncontrolling interests (67) — — — (67)
Balance at September 30, 2020 $ (450,507) $ 64,695 $ (1,975) $ (10,680) $ (398,467)
Nine months ended September 30, 2021
Balance at December 31, 2020 $ (369,152) $ 46,593 $ 6,449 $ (10,022) $ (326,132)
Other comprehensive (loss) income before reclassifications (46,923) 5,110 (563) — (42,376)
Amounts reclassified from accumulated other comprehensive loss 71 — — 1,951 2,022
Other comprehensive (loss) income, net of tax (46,852) 5,110 (563) 1,951 (40,354)
Amounts reclassified within accumulated other comprehensive loss 51,703 (51,703) — — —
Other comprehensive income attributable to noncontrolling interests 50 — — — 50
Balance at September 30, 2021 $ (364,251) $ — $ 5,886 $ (8,071) $ (366,436)
Nine months ended September 30, 2020
Balance at December 31, 2019 $ (468,737) $ 80,778 $ 4,847 $ (12,623) $ (395,735)
Other comprehensive loss before reclassifications 18,350 (16,083) (6,822) — (4,555)
Amounts reclassified from accumulated other comprehensive loss 27 — — 1,943 1,970
Other comprehensive (loss) income, net of tax 18,377 (16,083) (6,822) 1,943 (2,585)
Other comprehensive loss attributable to noncontrolling interests (147) — — — (147)
Balance at September 30, 2020 $ (450,507) $ 64,695 $ (1,975) $ (10,680) $ (398,467)


	Foreign Currency Translation and Other		Net Investment Hedge(a)		Cash Flow Hedge(b)		Interest Rate Swap(c)		Total














Three months ended March 31, 2022
Balance at December 31, 2021	$	(391,674)	$	—	$	6,623	$	(7,399)	$	(392,450)
Other comprehensive (loss) income before reclassifications	(5,909)		—		4,017		—		(1,892)
Amounts reclassified from accumulated other comprehensive loss	20		—		—		650		670
Other comprehensive (loss) income, net of tax	(5,889)		—		4,017		650		(1,222)

Other comprehensive income attributable to noncontrolling interests	53		—		—		—		53
Balance at March 31, 2022	$	(397,510)	$	—	$	10,640	$	(6,749)	$	(393,619)
Three months ended March 31, 2021
Balance at December 31, 2020	$	(369,152)	$	46,593	$	6,449	$	(10,022)	$	(326,132)
Other comprehensive (loss) income before reclassifications	(28,167)		5,110		(1,600)		—		(24,657)
Amounts reclassified from accumulated other comprehensive loss	25		—		—		650		675
Other comprehensive (loss) income, net of tax	(28,142)		5,110		(1,600)		650		(23,982)
Amounts reclassified within accumulated other comprehensive loss	51,703		(51,703)		—		—		—
Balance at March 31, 2021	$	(345,591)	$	—	$	4,849	$	(9,372)	$	(350,114)

(a)During the first quarter of 2021 the net investment hedge was discontinued following the repayment of the 1.875% Euro-denominated senior notes. The balance of foreign exchange revaluation gains and losses associated with this discontinued net investment hedge have been reclassified to Foreign currency translation and other, and will remain within accumulated other comprehensive loss until the hedged net investment is sold or liquidated.

(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 14, “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.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The amount of income tax (expense) benefit allocated to each component of Other comprehensive (loss) income ~~(loss)~~ for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is provided in the following tables (in thousands):


		Foreign Currency Translation and Other		Net Investment Hedge		Cash Flow Hedge		Interest Rate Swap			Foreign Currency Translation and Other		Net Investment Hedge		Cash Flow Hedge		Interest Rate Swap
Three months ended September 30, 2021

Three months ended March 31, 2022										Three months ended March 31, 2022
Other comprehensive (loss) income, before tax	Other comprehensive (loss) income, before tax	$	(39,266)	$	—	$	214	$	834	Other comprehensive (loss) income, before tax	$	(6,458)	$	—	$	4,017	$	834
Income tax expense	Income tax expense	(8)		—		—		(183)		Income tax expense	569		—		—		(184)
Other comprehensive (loss) income, net of tax	Other comprehensive (loss) income, net of tax	$	(39,274)	$	—	$	214	$	651	Other comprehensive (loss) income, net of tax	$	(5,889)	$	—	$	4,017	$	650

Three months ended September 30, 2020
Three months ended March 31, 2021										Three months ended March 31, 2021
Other comprehensive income (loss), before tax	Other comprehensive income (loss), before tax	$	37,504	$	(16,029)	$	6,993	$	834	Other comprehensive income (loss), before tax	$	(28,138)	$	6,552	$	(1,600)	$	834
Income tax (expense) benefit	Income tax (expense) benefit	(5)		3,621		—		(187)		Income tax (expense) benefit	(4)		(1,442)		—		(184)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	$	37,499	$	(12,408)	$	6,993	$	647	Other comprehensive income (loss), net of tax	$	(28,142)	$	5,110	$	(1,600)	$	650

Nine months ended September 30, 2021
Other comprehensive (loss) income, before tax		$	(46,836)	$	6,552	$	(563)	$	2,502
Income tax expense		(16)		(1,442)		—		(551)
Other comprehensive (loss) income, net of tax		$	(46,852)	$	5,110	$	(563)	$	1,951

Nine months ended September 30, 2020
Other comprehensive income (loss), before tax		$	18,380	$	(20,755)	$	(6,822)	$	2,502
Income tax (expense) benefit		(3)		4,672		—		(559)
Other comprehensive income (loss), net of tax		$	18,377	$	(16,083)	$	(6,822)	$	1,943

NOTE 17—Related Party Transactions:

Our consolidated statements of income include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Sales to unconsolidated affiliates	Sales to unconsolidated affiliates	$	5,629	$	4,863	$	16,357	$	17,361	Sales to unconsolidated affiliates		$	7,655	$	5,730
Purchases from unconsolidated affiliates(a)	Purchases from unconsolidated affiliates(a)	$	55,540	$	10,742	$	144,461	$	142,366	Purchases from unconsolidated affiliates(a)		$	216,554	$	33,150

(a)~~Purchases~~Increases in purchases from unconsolidated affiliates primarily relate to ~~purchases~~increased pricing and volume of spodumene purchased from our Windfield joint venture.

Our consolidated balance sheets include accounts receivable due from and payable to unconsolidated affiliates in the ordinary course of business as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Receivables from unconsolidated affiliates	Receivables from unconsolidated affiliates	$	1,782	$	4,098	Receivables from unconsolidated affiliates	$	3,743	$	2,139
Payables to unconsolidated affiliates(a)	Payables to unconsolidated affiliates(a)	$	36,744	$	30,123	Payables to unconsolidated affiliates(a)	$	190,058	$	47,499

(a)Increases in payables to unconsolidated affiliates primarily relate to increased purchases of spodumene purchased from our Windfield joint venture under normal payment terms.

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~~ALBEMARLE CORPORATION AND SUBSIDIARIES~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 18—Supplemental Cash Flow Information:

Supplemental information related to the condensed consolidated statements of cash flows is as follows (in thousands):

Nine Months Ended
September 30,
2021 2020
Supplemental non-cash disclosure related to investing activities:
Capital expenditures included in Accounts payable $ 157,743 $ 167,393
Non-cash proceeds from divestitures(a)
$ 244,530 $ —


	Three Months Ended March 31,
	2022		2021
Supplemental non-cash disclosure related to investing and financing activities:
Capital expenditures included in Accounts payable	$	196,661	$	151,604
Promissory note issued for capital expenditures(a)	$	10,876	$	—

(a)~~Fair~~During the first quarter of 2022, the Company issued a promissory note with a present value of ~~preferred equity of a Grace subsidiary received as part of proceeds~~$10.9 million for land purchased in Kings Mountain, NC. The promissory note is payable in equal annual installments from the ~~sale of our FCS business. See Note 3, “Divestitures,” for further details.~~years 2027 to 2048.

As part of the purchase price paid for the acquisition of a 60% interest in the Mineral Resources Ltd. (“MRL”) Wodgina Project, the Company transferred ~~$135.9~~$65.1 million and ~~$131.9~~$43.2 million of its construction in progress of the designated Kemerton assets during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, representing MRL’s 40% interest in the assets. ~~Since the acquisition, we have transferred the full $480.0 million of construction in progress to MRL, as defined in the purchase agreement.~~ The cash outflow for these assets iswas recorded in Capital expenditures within Cash flows from investing activities on the

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ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

condensed consolidated statements of cash flows. The non-cash transfer of these assets is recorded in Non-cash transfer of 40% value of construction in progress of the Kemerton plant to MRL within Cash flows from operating activities on the consolidated statements of cash flows.

Other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 included $28.7 million and $30.4 million, respectively, representing the reclassification of the current portion of the one-time transition tax resulting from the enactment of the U.S. Tax Cuts and Jobs Act, from Other noncurrent liabilities to Income taxes payable within current liabilities.

NOTE 19—Recently Issued Accounting Pronouncements:

In ~~December 2019,~~March 2020, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification (“ASC”) Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance became effective on January 1, 2020 and did not have a significant impact on our consolidated financial statements.

~~In March 2020, the FASB~~ issued accounting guidance that provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued additional accounting guidance which clarifies that certain optional expedients and exceptions apply to derivatives that are affected by the discounting transition. The guidance under both FASB issuances is effective March 12, 2020 through December 31, 2022. WeThe Company currently dodoes not expect this guidance to have a significant impact on ~~our~~its consolidated financial statements.

In November 2021, the FASB issued accounting guidance that requires disclosures about government assistance in the notes to the financial statements. This guidance will require the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2021. The Company currently does not expect this guidance to have a significant impact on its annual financial statement disclosures.

In March 2022, the FASB issued accounting guidance that expands the Company’s abilities to hedge the benchmark interest rate risk of portfolios of financial assets or beneficial interests in a fair value hedge. This guidance expands the use of the portfolio layer method to allow multiple hedges of a single closed portfolio of assets using spot starting, forward starting, and amortizing-notional swaps. This also permits both prepayable and non prepayable financial assets to be included in the closed portfolio of assets hedged in a portfolio layer hedge. In addition, this guidance requires that basis adjustments not be allocated to individual assets for active portfolio layer method hedges, but rather be maintained on the closed portfolio of assets as a whole. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2022, including interim periods within those annual periods. The Company currently does not expect this guidance to have a significant impact on its consolidated financial statements.

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

Forward-looking Statements

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

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

•changes in economic and business conditions;

•product development;

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

•expected benefits from proposed transactions;

•timing of active and proposed projects;

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

•the timing of orders received from customers;

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•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;

•technological change and development;

•changes in our markets in general;

•fluctuations in foreign currencies;

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

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

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

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

•hazards associated with chemicals manufacturing;

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

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

•political instability affecting our manufacturing operations or joint ventures;

•changes in accounting standards;

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

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

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

•volatility and uncertainties in the debt and equity markets;

•technology or intellectual property infringement, including 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;~~

•continuing uncertainties as to the duration and impact of the novel coronavirus (“COVID-19”) pandemic; ~~and~~

26•performance of Albemarle’s partners in joint ventures and other projects;

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changes in credit ratings; and

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

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

The following is a discussion and analysis of our results of operations for the three-month ~~and nine-month~~ periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity.”

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Overview

We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’ needs across a diverse range of end markets. ~~We believe our~~Our corporate purpose is making the world safe and sustainable by powering the potential of people. The end markets we serve include energy storage, petroleum refining, consumer electronics, construction, automotive, lubricants, pharmaceuticals and crop protection. We believe that our commercial and geographic diversity, technical expertise, access to high-quality resources, innovative capability, flexible, low-cost global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading ~~market~~ positions in those areas of the specialty chemicals industry in which we operate.

Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings growth. We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace to contribute to our sustainable revenue. For example, our Lithium business contributes to the growth of clean miles driven with electric miles and more efficient use of renewable energy through grid storage; Bromine ~~Specialties~~ enables the prevention of fires starting in electronic equipment, greater fuel efficiency from rubber tires and the reduction of emissions from coal fired power plants; and the Catalysts business creates efficiency of natural resources through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly fuels, and reduced emissions through cleaner transportation fuels. We believe our disciplined cost reduction efforts and ongoing productivity improvements, among other factors, position us well to take advantage of strengthening economic conditions as they occur, while softening the negative impact of the current challenging global economic environment.

~~Third~~First Quarter ~~2021~~2022

During the ~~third~~first quarter of ~~2021:~~2022:

•Our board of directors declared a quarterly dividend of ~~$0.39~~$0.395 per share on ~~July 20, 2021,~~February 24, 2022, which was paid on ~~October~~April 1, ~~2021~~2022 to shareholders of record at the close of business as of ~~September 17, 2021.~~March 18, 2022.

•~~On September 30, 2021,~~In January 2022, we signed a ~~definitive~~joint development agreement with 6K to ~~acquire all~~explore the use of 6K’s patented UniMelt® advanced, sustainable materials production platform to develop novel lithium battery materials through potentially disruptive manufacturing processes.

•In February 2022, we announced that we signed a non-binding letter agreement with our MARBL joint venture partner, Mineral Resources Limited (“MRL”), to explore a potential expansion of the ~~outstanding equity of Guangxi Tianyuan New Energy Materials Co., Ltd. (“Tianyuan”), for approximately $200 million~~MARBL joint venture, in ~~cash. Tianyuan's operations include a recently constructed~~an effort to expand lithium ~~processing plant with a designed annual~~ conversion capacity ~~of up to 25,000 metric tons of lithium carbonate equivalent (“LCE”) per year.~~with increased optionality and reduced risk.

•Our net sales for the quarter were ~~$830.6 million, up 11% from~~$1.13 billion, an increase of 36% compared to net sales of ~~$746.9~~$829.3 million in the ~~third~~first quarter of ~~2020.~~2021.

•Diluted ~~loss~~earnings per share was ~~$(3.36), which included~~$2.15, an ~~after tax loss~~increase of ~~$504.5 million following an arbitration ruling related to a legal matter~~156% from ~~a legacy Rockwood Holdings, Inc. (“Rockwood”) business sold to Huntsman International LLC (“Huntsman”) prior to Albemarle’s acquisition~~the first quarter of ~~Rockwood.~~2021 results.

•Net cash provided by operations was ~~$105.0~~$206.2 million in the ~~third~~first quarter of ~~2021~~2022, an increase of 31% from the first quarter of 2021.

Outlook

The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, the market for lithium battery and energy storage, particularly that for electric vehicles (“EVs”), remains strong, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. Amidst these dynamics, we believe our business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio

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primarily through pricing and product development, managing costs and delivering value to our customers and shareholders. We believe that our businesses remain well-positioned to capitalize on new business opportunities and long-term trends driving growth within our end markets and to respond quickly to changes in economic conditions in these markets.

While global economic conditions have been improving, the COVID-19 pandemic continues to have an impact globally. We have not seen a material impact to our operations to date, however, the ultimate impact on our business will depend on the length and severity of the outbreak throughout the world. All of our information technology systems are running as designed and all sites are operating at normal capacity while we continue to comply with all government and health agency

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recommendations and requirements, as well as protecting the safety of our employees and communities. We believe we have sufficient inventory to continue to produce at current levels, however, government mandated shutdowns could impact our ability to acquire additional materials and disrupt our customers’ purchases. At this time we cannot predict the expected overall financial impact of the COVID-19 pandemic on our business, but we are planning for various economic scenarios and continue to make efforts to protect the safety of our employees and the health of our business.

Lithium: We expect results to be higher year-over-year during ~~2021~~2022 in Lithium, due mainly to ~~North American plant restarts, efficiency improvements~~increased pricing, rreflecting tight market conditions driving higher spot and ~~tolling, offset by higher unit costs~~index-referenced pricing under our long-term agreements. In addition, we expect increases in sales volume from ~~plant start-ups at~~new capacity coming on line from La Negra, Chile, ~~and~~Train 1 in Kemerton, Western ~~Australia. We will not be introducing any new capacity during 2021 to drive significant additional sales volume, although we expect our new plants in La Negra~~Australia, and ~~Kemerton to begin producing sales in 2022. EV sales have started to rebound after a marked slowdown during~~ the ~~second quarter~~expected acquisition of 2020, with full year 2020 and year to date 2021 each showing a healthy increase in total EV sales over the prior year. While the pricing environment has strengthened throughout the year, we expect our average prices for the full year to be flat-to-slightly-up versus 2020.

~~On September 30, 2021, we signed a definitive agreement to acquire~~ Tianyuan, which includes a lithium hydroxide conversion plant designed to produce up to 25,000 metric tons of LCE per year. ~~We expect this transaction~~While we ramp up our new capacity, we will continue to ~~close in early 2022, with commercial production from~~utilize tolling arrangements to meet growing customer demand. EV sales are expected to continue to increase over the prior year as the lithium ~~hydroxide conversion plant to begin in the first half of 2022.~~ battery market remains strong.

We also announced agreements for strategic investments in China with plans to build two battery grade lithium ~~hydroxide~~ conversion plants, each initially targeting 50,000 metric tons per year. Subject to additional studies and approvals, it is expected these plants would start construction during 2022 and complete construction by the end of 2024. In addition, our 60%-owned MARBL joint venture recently announced ~~they intend~~its intention to resume spodumene concentrate production at the Wodgina spodumene mine, with the production restart expected during the ~~third~~second quarter of 2022. In February 2022, we announced that we signed a non-binding letter agreement with our MARBL joint venture partner, MRL, to explore a potential expansion of the MARBL joint venture, in an effort to expand lithium conversion capacity with increased optionality and reduced risk.

On a longer-term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid electric vehicles and full battery electric vehicles increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers, and automotive OEM’s, favorable global public policy toward e-mobility/renewable energy usage, and additional stimulus measures taken in Europe in light of the COVID-19 pandemic that we expect to strengthen EV demand. Our outlook is also bolstered by long-term supply agreements with key strategic customers, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution.

~~Bromine Specialties:~~Bromine: We expect both net sales and profitability to be modestly higher in ~~2021 as we recover from the lower demand~~2022 due to ~~shutdowns related~~strength in demand for flame retardants, as well as benefiting from diverse end markets. Volumes are expected to up slightly compared to full year 2021 due to the ~~COVID-19 pandemic and~~successful execution of growth projects in 2021 assuming continued availability of raw materials like chlorine. Bromine’s ongoing cost savings initiatives. While we have not experienced a material impact from the COVID-19 pandemic to date, sales in 2020 were adversely impacted. We have begun to see recovery of those sales in 2021, however, bromine volume has been,initiatives and ishigher pricing are expected to ~~continue to be, lower in the second half of 2021 compared to the first half due to a force majeure declaration for chlorine in the U.S.~~offset higher freight and raw material costs.

On a longer-term basis, we continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for fire safety products. ~~Our long-term drilling outlook is uncertain at this time and will follow a long-term trajectory in line with oil prices.~~ We are focused on profitably growing our globally competitive bromine and derivatives production network to serve all major bromine consuming products and markets. The combination of our solid, long-term business fundamentals, strong cost position, product innovations and effective management of raw material costs will enable us to manage our business through end-market challenges and to capitalize on opportunities that are expected with favorable market trends in select end markets.

Catalysts:Total Catalysts results in ~~2021~~2022 are now expected to be down ~~year-over-year. In~~65% to flat year-over-year as a result of inflationary pressures in freight and input costs, including the ~~first half~~volatility of ~~2021, both~~natural gas pricing in Europe related to the refining catalyst and performance catalyst solutions (“PCS”) businesses were negatively impacted by the U.S. Gulf Coast winter storm. While we expect PCS volumes to improve slightly over lower 2020 levels, we expect 2021 resultswar in Ukraine. This is expected to be ~~flat~~partially offset by higher pricing in refining markets. Volume is expected to ~~slightly down year-over-year due to the impact~~grow across each of the storms. In addition, we expect 2021 refining catalyst volumes to be lower year-over-year resulting from a recent change in customer order patterns in North America and the impact of the U.S. Gulf Coast winter storm.Catalysts segments. The fluidized catalytic cracking (“FCC”) market ~~is expected to gradually recover~~has recovered from the COVID-19 pandemic ~~in line with~~as a result of increased travel and depletion of global gasoline ~~inventories, however, demand may not return to normal~~

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~~levels until late 2022 or 2023 at the earliest.~~inventories. Hydroprocessing catalysts (“HPC”) demand tends to be lumpier than FCC demand, ~~and~~but is ~~also~~ expected to ~~continue~~see a prolonged recovery due to ~~be negatively impacted as refiners defer spending into~~refinieries pushing out turnarounds. In 2021, ~~and 2022.~~we initiated a strategic review of the Catalysts business to position for value creation.

On a longer-term basis, we believe increased global demand for transportation fuels, new refinery start-ups and ongoing adoption of cleaner fuels will be the primary drivers of growth in our Catalysts business. We believe delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry. We also believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the world, including those managing new contaminants present in North America tight oil, and those in the Middle East and Asia seeking to use heavier feedstock while pushing for higher propylene yields. Longer-term, we believe that the global crude supply will get heavier and more sour, a trend that bodes well for our catalysts portfolio. With superior technology and production capacities, and expected growth in end market demand, we believe that Catalysts remains well-positioned for the future. In ~~PCS,~~performance catalyst solutions (“PCS”), we expect growth on a longer-term basis in our

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organometallics business due to growing global demand for plastics driven by rising standards of living and infrastructure spending.

Corporate: In the first quarter of ~~2021,~~2022, we increased our quarterly dividend rate to ~~$0.39~~$0.395 per share. We continue to focus on cash generation, working capital management and process efficiencies. In addition, we expect our global effective tax rate for ~~2021~~2022 to continue to vary based on the locations in which income is actually earned and remains subject to potential volatility from changing legislation in the U.S. and other tax jurisdictions.

We remain committed to evaluating the merits of any opportunities that may arise for acquisitions or other business development activities that will complement our business footprint. Additional information regarding our products, markets and financial performance is provided at our website, www.albemarle.com. Our website is not a part of this document nor is it incorporated herein by reference.

Results of Operations

The following data and discussion provides an analysis of certain significant factors affecting our results of operations during the periods included in the accompanying consolidated statements of income.

~~Third~~First Quarter ~~2021~~2022 Compared to ~~Third~~First Quarter ~~2020~~2021

Selected Financial Data (Unaudited)

Net Sales


In thousands	In thousands	Q3 2021		Q3 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net sales	Net sales	$	830,566	$	746,868	$	83,698	11	%	Net sales	$	1,127,728	$	829,291	$	298,437	36	%
▪$46.1 million decrease in net sales following the sale of the FCS business on June 1, 2021 ▪$77.0 million of higher sales volume, primarily in Lithium ▪$44.7 million of increased pricing, driven by Bromine Specialties and Lithium ▪$8.1 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
•$268.4 million of increased pricing from each of our businesses •$89.5 million of higher sales volume, primarily in Lithium and Bromine, partially offset by Catalysts •$49.6 million decrease in net sales following the sale of the fine chemistry services (“FCS”) business on June 1, 2021 •$9.9 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies										•$268.4 million of increased pricing from each of our businesses •$89.5 million of higher sales volume, primarily in Lithium and Bromine, partially offset by Catalysts •$49.6 million decrease in net sales following the sale of the fine chemistry services (“FCS”) business on June 1, 2021 •$9.9 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Gross Profit


In thousands	In thousands	Q3 2021			Q3 2020			$ Change		% Change		In thousands	Q1 2022			Q1 2021			$ Change		% Change
Gross profit	Gross profit	$	249,273		$	254,056		$	(4,783)	(2)	%	Gross profit	$	449,030		$	263,687		$	185,343	70	%
Gross profit margin	Gross profit margin	30.0		%	34.0		%					Gross profit margin	39.8		%	31.8		%
▪Higher sales volume in Lithium, as well as favorable pricing driven by Bromine Specialties and Lithium ▪2021 included $13.5 million of out-of-period adjustment expense in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior periods. See Note 1, “Basis of Presentation” for further details ▪Increased commission expenses in Chile resulting from the higher pricing in Lithium ▪Decrease in net sales resulting from the disposal of the FCS business on June 1, 2021 ▪Increased freight costs in Bromine Specialties ▪Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies
▪Favorable pricing impacts in all businesses, as well as higher sales volume driven by Lithium and Bromine ▪Increased utility, primarily natural gas in Europe, and freight costs in each of our businesses ▪Increased commission expenses in Chile resulting from the higher pricing in Lithium ▪Decrease in net sales resulting from the disposal of the FCS business on June 1, 2021 ▪Unfavorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies												▪Favorable pricing impacts in all businesses, as well as higher sales volume driven by Lithium and Bromine ▪Increased utility, primarily natural gas in Europe, and freight costs in each of our businesses ▪Increased commission expenses in Chile resulting from the higher pricing in Lithium ▪Decrease in net sales resulting from the disposal of the FCS business on June 1, 2021 ▪Unfavorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies

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


In thousands	Q1 2022			Q1 2021			$ Change		% Change
Selling, general and administrative expenses	$	112,568		$	93,187		$	19,381	21	%
Percentage of Net sales	10.0		%	11.2		%
▪Higher compensation, including incentive-based, expenses across all businesses and Corporate ▪Partially offset by productivity improvements and a reduction in professional fees and other administrative costs ▪2021 included $5.5 million of expenses primarily related to non-routine labor and compensation related costs that are outside normal compensation arrangements ▪2022 included $4.3 million of gains from the sale of legacy properties not part of our operations

Research and Development Expenses


In thousands	Q1 2022			Q1 2021			$ Change		% Change
Research and development expenses	$	16,083		$	14,636		$	1,447	10	%
Percentage of Net sales	1.4		%	1.8		%

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~~Selling, General and Administrative Expenses~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Selling, general and administrative expenses $ 103,477 $ 96,092 $ 7,385 8 %
Percentage of Net sales 12.5 % 12.9 %
▪Higher compensation, including incentive-based, expenses across all businesses and Corporate
▪Partially offset by productivity improvements and a reduction in professional fees and other administrative costs
▪$5.9 million decrease in restructuring and other expenses and acquisition and integration related costs for various significant projects

~~Research and Development Expenses~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Research and development expenses $ 13,289 $ 13,532 $ (243) (2) %
Percentage of Net sales 1.6 % 1.8 %

~~Gain~~Loss on Sale of ~~Business~~Interest in Properties

In thousands Q3 2021 Q3 2020 $ Change % Change
Gain on sale of business $ 984 $ — $ 984
▪Adjustment to gain resulting from sale of FCS business on June 1, 2021, primarily due to working capital adjustments


In thousands	Q1 2022		Q1 2021		$ Change		% Change
Loss on sale of interest in properties	$	8,400	$	—	$	8,400
▪Expense related to anticipated cost overruns for MRL’s 40% interest in lithium hydroxide conversion assets being built in Kemerton, Western Australia

Interest and Financing Expenses


In thousands	In thousands	Q3 2021		Q3 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Interest and financing expenses	Interest and financing expenses	$	(5,136)	$	(19,227)	$	14,091	(73)	%	Interest and financing expenses	$	(27,834)	$	(43,882)	$	16,048	(37)	%
▪Decreased debt balance as certain debt instruments were repaid in the first quarter of 2021 ▪Higher capitalized interest from continued capital expenditures in 2021
▪2022 included an expense of $17.5 million related to the correction of out of period errors regarding overstated capitalized interest values in prior periods ▪2021 included a $27.8 million loss on early extinguishment of debt, representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the redemption of debt during the first quarter of 2021 ▪Decreased debt balance during the first quarter of 2022 compared to 2021										▪2022 included an expense of $17.5 million related to the correction of out of period errors regarding overstated capitalized interest values in prior periods ▪2021 included a $27.8 million loss on early extinguishment of debt, representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the redemption of debt during the first quarter of 2021 ▪Decreased debt balance during the first quarter of 2022 compared to 2021

Other ~~Expense,~~Income, Net

In thousands Q3 2021 Q3 2020 $ Change % Change
Other expense, net $ (643,196) $ (3,661) $ (639,535) 17,469 %
•$657.4 million of additional accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details
•$7.1 million of favorable foreign exchange impacts
•$4.2 million of income in 2021 from accretion of discount in preferred equity of W. R. Grace & Co. (“Grace”) subsidiary acquired as a portion of the proceeds of the FCS sale
•$2.5 million increase in non-operating pension and OPEB benefits


In thousands	Q1 2022		Q1 2021		$ Change		% Change
Other income, net	$	15,496	$	11,312	$	4,184	37	%
•$3.2 million of income in 2022 from accretion of discount in preferred equity of W. R. Grace & Co. (“Grace”) subsidiary acquired as a portion of the proceeds of the FCS sale •2021 included $3.9 million of expenses primarily related to asset retirement obligation charges to update an estimate at a site formerly owned by Albemarle •$0.9 million decrease in foreign exchange gains

Income Tax ~~(Benefit)~~ Expense


In thousands	In thousands	Q3 2021			Q3 2020			$ Change		% Change		In thousands	Q1 2022			Q1 2021			$ Change		% Change
Income tax (benefit) expense		$	(114,670)		$	30,653		$	(145,323)	(474)	%
Income tax expense												Income tax expense	$	80,530		$	22,107		$	58,423	264	%
Effective income tax rate	Effective income tax rate	22.2		%	25.2		%					Effective income tax rate	26.9		%	17.9		%
•2021 includes $152.9 million tax benefit resulting from an accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details •Change in geographic mix of earnings
•Global intangible low-taxed income associated with the payment due in 2022 to Huntsman Corporation for the settlement of a legacy legal matter •Change in geographic mix of earnings												•Global intangible low-taxed income associated with the payment due in 2022 to Huntsman Corporation for the settlement of a legacy legal matter •Change in geographic mix of earnings

Equity in Net Income of Unconsolidated Investments


In thousands	In thousands	Q3 2021		Q3 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Equity in net income of unconsolidated investments	Equity in net income of unconsolidated investments	$	27,706	$	26,154	$	1,552	6	%	Equity in net income of unconsolidated investments	$	62,436	$	16,511	$	45,925	278	%
▪Increased earnings from strong operating results and other income from our Catalysts segment joint ventures ▪$10.2 million of unfavorable foreign exchange impacts from the Windfield Holdings Pty Ltd (“Talison”) joint venture
▪Increased earnings from strong pricing and volume increases results from the Windfield Holdings Pty Ltd (“Talison”) joint venture ▪$2.3 million of unfavorable foreign exchange impacts from the Talison joint venture										▪Increased earnings from strong pricing and volume increases results from the Windfield Holdings Pty Ltd (“Talison”) joint venture ▪$2.3 million of unfavorable foreign exchange impacts from the Talison joint venture

Net Income Attributable to Noncontrolling Interests


In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net income attributable to noncontrolling interests	$	(28,164)	$	(22,021)	$	(6,143)	28	%
▪Increase in consolidated income related to our Jordan Bromine Company Limited (“JBC”) joint venture from increased volume

3028

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Net Income Attributable to ~~Noncontrolling Interests~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Net income attributable to noncontrolling interests $ (18,348) $ (18,744) $ 396 (2) %
▪Decrease in consolidated income related to our JBC joint venture

~~Net (Loss) Income Attributable to~~ Albemarle Corporation

In thousands Q3 2021 Q3 2020 $ Change % Change
Net (loss) income attributable to Albemarle Corporation $ (392,781) $ 98,301 $ (491,082) (500) %
Percentage of Net sales (47.3) % 13.2 %
Basic (loss) earnings per share $ (3.36) $ 0.92 $ (4.28) (465) %
Diluted (loss) earnings per share $ (3.36) $ 0.92 $ (4.28) (465) %
▪$504.5 million, net of income taxes, of additional accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details
▪Increased sales volume and favorable pricing from Lithium, as well as favorable pricing in Bromine Specialties
▪Decreased interest and financing expenses due to lower debt balances
▪Productivity improvements and a reduction in professional fees and other administrative costs
▪Loss of sales from FCS business following the disposition on June 1, 2021
▪2021 included $13.5 million of additional expense in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior periods
▪Increased SG&A expenses, primarily related to increased compensation expense
▪Earnings per share also impacted by the underwritten public offering of our common stock in February 2021, increasing share count by 9.8 million shares


In thousands	Q1 2022			Q1 2021			$ Change		% Change
Net income attributable to Albemarle Corporation	$	253,383		$	95,677		$	157,706	165	%
Percentage of Net sales	22.5		%	11.5		%
Basic earnings per share	$	2.16		$	0.85		$	1.31	154	%
Diluted earnings per share	$	2.15		$	0.84		$	1.31	156	%
▪Increased sales volume and favorable pricing primarily from Lithium and Bromine ▪Decreased interest and financing expenses due to loss on early extinguishment of debt recorded in 2021, partially offset by correction out of period error recorded in 2022 ▪Productivity improvements and a reduction in professional fees and other administrative costs ▪Increased earnings from Talison joint venture ▪Increased utility, primarily natural gas in Europe, and freight costs in each of our businesses ▪Loss of sales from FCS business following the disposition on June 1, 2021 ▪Increased SG&A expenses, primarily related to increased compensation expense

Other Comprehensive (Loss) Income, ~~(loss),~~ Net of Tax


In thousands	In thousands	Q3 2021		Q3 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Other comprehensive income (loss), net of tax		$	(38,409)	$	32,731	$	(71,140)	(217)	%
Other comprehensive (loss) income, net of tax										Other comprehensive (loss) income, net of tax	$	(1,222)	$	(23,982)	$	22,760	(95)	%
▪Foreign currency translation and other	▪Foreign currency translation and other	$	(39,274)	$	37,499	$	(76,773)	(205)	%	▪Foreign currency translation and other	$	(5,889)	$	(28,142)	$	22,253	(79)	%
▪2021 included unfavorable movements in the Euro of approximately $29 million, the Brazilian Real of approximately $7 million and a net unfavorable variance in various other currencies of $4 million ▪2020 included favorable movements in the Euro of approximately $26 million, the Chinese Renminbi of approximately $11 million and a net favorable variance in various other currencies totaling approximately $3 million, partially offset by unfavorable movements in the Brazilian Real of approximately $2 million
▪2022 included unfavorable movements in the Japanese Yen of approximately $7 million, the Taiwanese Dollar of approximately $5 million and a net unfavorable variance in various other currencies of $1 million, partially offset by favorable movements in the Brazilian Real of approximately $7 million ▪2022 included a $2.6 million loss representing an adjustment to the fair value of our available for sale debt securities ▪2021 included unfavorable movements in the Euro of approximately $13 million, the Brazilian Real of approximately $6 million, the Japanese Yen of approximately $5 million and a net unfavorable variance in various other currencies of $4 million										▪2022 included unfavorable movements in the Japanese Yen of approximately $7 million, the Taiwanese Dollar of approximately $5 million and a net unfavorable variance in various other currencies of $1 million, partially offset by favorable movements in the Brazilian Real of approximately $7 million ▪2022 included a $2.6 million loss representing an adjustment to the fair value of our available for sale debt securities ▪2021 included unfavorable movements in the Euro of approximately $13 million, the Brazilian Real of approximately $6 million, the Japanese Yen of approximately $5 million and a net unfavorable variance in various other currencies of $4 million
▪Cash flow hedge	▪Cash flow hedge	$	214	$	6,993	$	(6,779)			▪Cash flow hedge	$	4,017	$	(1,600)	$	5,617
▪Net investment hedge	▪Net investment hedge	$	—	$	(12,408)	$	12,408	(100)	%	▪Net investment hedge	$	—	$	5,110	$	(5,110)	(100)	%

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

Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the FCS business, the sale of which was completed on June 1, 2021, that does not fit into any of our core businesses.

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

Our chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources. We define adjusted EBITDA as earnings before interest and financing

~~Table of Contents~~

expenses, income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items in a balanced manner and on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. We reported adjusted EBITDA because management believes it provides transparency to investors and enables period-to-period comparability of financial performance. Adjusted EBITDA is a financial measure that is not required by, or presented in

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accordance with, the generally accepted accounting principles in the United States (“U.S. GAAP”). Adjusted EBITDA should not be considered as an alternative to Net (loss) income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP.

Three Months Ended September 30, Percentage Change
2021 % 2020 % 2021 vs 2020
(In thousands, except percentages)
Net sales:
   Lithium $ 359,229 43.3 % $ 265,646 35.6 % 35 %
   Bromine Specialties 277,783 33.4 % 237,193 31.8 % 17 %
   Catalysts 193,554 23.3 % 197,919 26.4 % (2) %
   All Other — — % 46,110 6.2 % (100) %
      Total net sales $ 830,566 100.0 % $ 746,868 100.0 % 11 %
Adjusted EBITDA:
   Lithium $ 125,416 57.7 % $ 97,789 45.3 % 28 %
   Bromine Specialties 86,012 39.5 % 79,448 36.8 % 8 %
   Catalysts 33,103 15.2 % 37,834 17.5 % (13) %
   All Other — — % 24,985 11.5 % (100) %
   Corporate (26,962) (12.4) % (24,001) (11.1) % (12) %
      Total adjusted EBITDA $ 217,569 100.0 % $ 216,055 100.0 % 1 %

~~Table of Contents~~


	Three Months Ended March 31,								Percentage Change
	2022		%		2021		%		2022 vs 2021
	(In thousands, except percentages)
Net sales:
Lithium	$	550,272	48.8	%	$	278,976	33.6	%	97	%
Bromine	359,579		31.9	%	280,447		33.8	%	28	%
Catalysts	217,877		19.3	%	220,243		26.6	%	(1)	%
All Other	—		—	%	49,625		6.0	%	(100)	%

Total net sales	$	1,127,728	100.0	%	$	829,291	100.0	%	36	%

Adjusted EBITDA:
Lithium	$	308,615	71.5	%	$	106,436	46.3	%	190	%
Bromine	129,234		29.9	%	94,640		41.1	%	37	%
Catalysts	16,910		3.9	%	25,427		11.1	%	(33)	%
All Other	—		—	%	21,479		9.3	%	(100)	%
Corporate	(22,829)		(5.3)	%	(17,928)		(7.8)	%	(27)	%
Total adjusted EBITDA	$	431,930	100.0	%	$	230,054	100.0	%	88	%


		Lithium		Bromine Specialties		Catalysts		Reportable Segments Total		All Other		Corporate		Consolidated Total			Lithium		Bromine		Catalysts		Reportable Segments Total		All Other		Corporate		Consolidated Total
Three months ended September 30, 2021
Three months ended March 31, 2022																Three months ended March 31, 2022
Net income (loss) attributable to Albemarle Corporation	Net income (loss) attributable to Albemarle Corporation	$	92,449	$	73,409	$	20,039	$	185,897	$	—	$	(578,678)	$	(392,781)	Net income (loss) attributable to Albemarle Corporation	$	261,689	$	116,561	$	3,989	$	382,239	$	—	$	(128,856)	$	253,383
Depreciation and amortization	Depreciation and amortization	34,256		12,603		13,064		59,923		—		2,159		62,082		Depreciation and amortization	38,526		12,673		12,921		64,120		—		2,454		66,574
Restructuring and other(a)		—		—		—		—		—		754		754
Gain on sale of business(b)		—		—		—		—		—		984		984

Loss on sale of interest in properties(a)																Loss on sale of interest in properties(a)	8,400		—		—		8,400		—		—		8,400
Acquisition and integration related costs~~(c)~~(b)	Acquisition and integration related costs~~(c)~~(b)	—		—		—		—		—		1,553		1,553		Acquisition and integration related costs~~(c)~~(b)	—		—		—		—		—		1,724		1,724
Interest and financing expenses(c)	Interest and financing expenses(c)	—		—		—		—		—		5,136		5,136		Interest and financing expenses(c)	—		—		—		—		—		27,834		27,834
Income tax expense	Income tax expense	—		—		—		—		—		(114,670)		(114,670)		Income tax expense	—		—		—		—		—		80,530		80,530
Non-operating pension and OPEB items	Non-operating pension and OPEB items	—		—		—		—		—		(5,471)		(5,471)		Non-operating pension and OPEB items	—		—		—		—		—		(5,280)		(5,280)
Legal accrual(d)		—		—		—		—		—		657,412		657,412

Other~~(e)~~(d)	Other~~(e)~~(d)	(1,289)		—		—		(1,289)		—		3,859		2,570		Other~~(e)~~(d)	—		—		—		—		—		(1,235)		(1,235)
Adjusted EBITDA	Adjusted EBITDA	$	125,416	$	86,012	$	33,103	$	244,531	$	—	$	(26,962)	$	217,569	Adjusted EBITDA	$	308,615	$	129,234	$	16,910	$	454,759	$	—	$	(22,829)	$	431,930
Three months ended September 30, 2020
Three months ended March 31, 2021																Three months ended March 31, 2021
Net income (loss) attributable to Albemarle Corporation	Net income (loss) attributable to Albemarle Corporation	$	69,102	$	66,548	$	25,176	$	160,826	$	22,798	$	(85,323)	$	98,301	Net income (loss) attributable to Albemarle Corporation	$	74,630	$	82,113	$	12,916	$	169,659	$	20,016	$	(93,998)	$	95,677
Depreciation and amortization	Depreciation and amortization	28,687		12,900		12,658		54,245		2,187		2,247		58,679		Depreciation and amortization	31,806		12,527		12,511		56,844		1,463		3,953		62,260
Restructuring and other(a)		—		—		—		—		—		2,251		2,251

Acquisition and integration related costs~~(c)~~(b)	Acquisition and integration related costs~~(c)~~(b)	—		—		—		—		—		5,928		5,928		Acquisition and integration related costs~~(c)~~(b)	—		—		—		—		—		2,162		2,162

Interest and financing expenses(e)	Interest and financing expenses(e)	—		—		—		—		—		19,227		19,227		Interest and financing expenses(e)	—		—		—		—		—		43,882		43,882
Income tax expense	Income tax expense	—		—		—		—		—		30,653		30,653		Income tax expense	—		—		—		—		—		22,107		22,107
Non-operating pension and OPEB items	Non-operating pension and OPEB items	—		—		—		—		—		(2,901)		(2,901)		Non-operating pension and OPEB items	—		—		—		—		—		(5,465)		(5,465)

Other(f)	Other(f)	—		—		—		—		—		3,917		3,917		Other(f)	—		—		—		—		—		9,431		9,431
Adjusted EBITDA	Adjusted EBITDA	$	97,789	$	79,448	$	37,834	$	215,071	$	24,985	$	(24,001)	$	216,055	Adjusted EBITDA	$	106,436	$	94,640	$	25,427	$	226,503	$	21,479	$	(17,928)	$	230,054

(a)~~In 2021, we~~Expense recorded ~~facility closure costs~~as a result of revised estimates of the obligation to construct certain lithium hydroxide conversion assets in Kemerton, Western Australia, due to anticipated cost overruns from supply chain, labor and COVID-19 pandemic related to offices in Germany, and severance expenses in Germany and Belgium, in Selling, general and administrative expenses (“SG&A”) related to offices in Germany. In 2020, we recorded severance expenses as part of business reorganization plans, impacting each of our businesses and Corporate, primarily in the U.S., Germany and with our Jordanian joint venture partner. During the three months ended September 30, 2020, we recorded expenses of $2.3 million in SG&A.issues. The ~~balance of unpaid severance is~~corresponding obligation was recorded in Accrued ~~expenses and is expected~~liabilities to ~~primarily~~ be ~~paid through 2021.~~transferred to MRL, which maintains a 40% ownership interest in these Kemerton assets.

(b)~~Adjustments to the gain resulting from the sale of the FCS business completed on June 1, 2021.~~

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

~~(d)~~Table of Contents

(c)~~Loss recorded~~Included in ~~Other expense, net in~~Interest and financing expenses is the ~~three months ended September 30, 2021 following~~correction of an ~~arbitration ruling~~out of period error of $17.5 million related to ~~a legal matter from a legacy Rockwood business sold to Huntsman~~the overstatement of capitalized interest in prior ~~to Albemarle’s acquisition of Rockwood.~~periods. See Note ~~10, “Commitments and Contingencies,~~1, “Basis of Presentation,” for further details.

~~(e)~~(d)Included amounts for the three months ended ~~September 30,~~March 31, 2022 recorded in:

•SG&A - $4.3 million of gains from the sale of legacy properties not part of our operations, partially offset by $2.8 million of charges for environmental reserves at sites not part of our operations and $0.7 million of facility closure expenses related to offices in Germany.

•Other income, net - $0.6 million gain related to a settlement received from a legal matter in a prior period.

(f)Included amounts for the three months ended March 31, 2021 recorded in:

•SG&A - ~~$2.5~~$5.5 million of expenses primarily related to non-routine labor and compensation related costs that are outside normal compensation arrangements.

•Other ~~expense,~~income, net - ~~$0.1 million of a gain resulting from the adjustment of indemnifications related to previously disposed businesses.~~

~~(f)Included amounts for the three months ended September 30, 2020 recorded in:~~

•~~SG&A - $3.8 million of a net expense primarily related to the increase of environmental reserves at non-operating businesses we had previously divested.~~

•~~Other expense, net - $0.2 million loss resulting from the settlement of a historical legal matter of an acquired company.~~

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~~Lithium~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Net sales $ 359,229 $ 265,646 $ 93,583 35 %
▪$79.0 million of higher sales volume, driven by strength in both carbonate and hydroxide
▪$9.1 million of favorable pricing impacts, primarily in battery- and tech-grade carbonate and hydroxide due to higher prices under certain contracts and mix
▪$5.4 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
Adjusted EBITDA $ 125,416 $ 97,789 $ 27,627 28 %
▪Higher sales volume and favorable pricing impacts
▪Increased SG&A expenses from higher compensation, professional fees and other administrative costs
▪$7.8 million out-of-period adjustment expense recorded in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior periods
▪Increased costs related to tolled volume
▪$2.6 million of favorable currency translation resulting from a weaker Chilean Peso

~~Bromine Specialties~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Net sales $ 277,783 $ 237,193 $ 40,590 17 %
•$38.7 million of favorable pricing impacts, primarily in the flame retardants division
•Sales volume was flat resulting from decreased production in 2021 due to force majeure declaration for chlorine in the U.S.
•$2.0 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
Adjusted EBITDA $ 86,012 $ 79,448 $ 6,564 8 %
▪Favorable pricing impacts as demand continues to be strong
▪Increased raw material prices, primarily due to the higher cost of BPA and the shortage of available chlorine
▪Increased freight costs
▪$1.8 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies

~~Catalysts~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Net sales $ 193,554 $ 197,919 $ (4,365) (2) %
▪$3.2 million of unfavorable pricing impacts, primarily in FCC, partially offset by PCS
▪$1.8 million of lower sales volume, primarily from clean fuel technologies and PCS due to timing of shipments, partially offset by higher FCC sales volume as oil refineries improve utilization rates
▪$0.7 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
Adjusted EBITDA $ 33,103 $ 37,834 $ (4,731) (13) %
▪Unfavorable pricing impacts and lower sales volume, primarily driven by clean fuel technologies
▪Increased raw material and freight costs
▪$4.2 million out-of-period adjustment expense recorded in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior periods
▪Partially offset by productivity improvements and a reduction in professional fees and other administrative costs
▪$10 million of increased earnings from strong operating results and other income from our Catalysts segment joint ventures

~~All Other~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Net sales $ — $ 46,110 $ (46,110) (100) %
▪Decreased volume resulting from the sale of the FCS business in the second quarter of 2021
Adjusted EBITDA $ — $ 24,985 $ (24,985) (100) %
▪Decreased volume resulting from the sale of the FCS business in the second quarter of 2021

~~Table of Contents~~

~~Corporate~~

In thousands Q3 2021 Q3 2020 $ Change % Change
Adjusted EBITDA $ (26,962) $ (24,001) $ (2,961) (12) %
▪$3.1 million of unfavorable currency exchange impacts, including a $10.2 million decrease in foreign exchange impacts from our Talison joint venture
▪Increase in incentive compensation costs

~~First Nine Months 2021 Compared to First Nine Months 2020~~

~~Selected Financial Data (Unaudited)~~

~~Net Sales~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Net sales $ 2,433,753 $ 2,249,762 $ 183,991 8 %
▪$84.7 million decrease in net sales from the FCS business, which was sold on June 1, 2021
▪$212.9 million of higher sales volume from reportable segments, primarily in Lithium and Bromine Specialties, partially offset by Catalysts
▪$17.6 million of favorable pricing from reportable segments, driven by Bromine Specialties, partially offset by Lithium and Catalysts
▪$38.1 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies

~~Gross Profit~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Gross profit $ 761,377 $ 729,433 $ 31,944 4 %
Gross profit margin 31.3 % 32.4 %
▪Higher sales volume in Lithium and Bromine Specialties, partially offset by unfavorable pricing in Lithium
▪Lower commission expenses in Chile resulting from the lower pricing in Lithium
▪Decrease in net sales resulting from the disposal of the FCS business on June 1, 2021
▪Increased production and utility costs of approximately $23 million in Bromine Specialties and Catalysts resulting from the U.S. Gulf Coast winter storm
▪2021 included $8.7 million of out-of-period adjustment expense in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior periods. See Note 1, “Basis of Presentation,” for further details
▪Increased freight costs in Bromine Specialties and Catalysts
▪Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies

~~Selling, General and Administrative Expenses~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Selling, general and administrative expenses $ 318,180 $ 304,918 $ 13,262 4 %
Percentage of Net sales 13.1 % 13.6 %
▪$20.0 million charitable contribution, using a portion of the proceeds received from the FCS divestiture, to the Albemarle Foundation, in addition to the normal annual contributions in 2021
▪Higher compensation, including incentive-based, expenses across all businesses and Corporate
▪$8.6 million of expenses in 2021 primarily related to non-routine labor and compensation related costs that are outside normal compensation arrangements
▪$4.0 million loss resulting from the sale of property, plant and equipment in 2021
▪Partially offset by productivity improvements and a reduction in professional fees and other administrative costs
▪$16.8 million decrease in restructuring and other expenses, and acquisition and integration related costs for various significant projects

~~Research and Development Expenses~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Research and development expenses $ 41,901 $ 43,839 $ (1,938) (4) %
Percentage of Net sales 1.7 % 1.9 %
▪Decreased research and development spend in each of the reportable segments

~~Table of Contents~~

~~Gain on Sale of Business~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Gain on sale of business $ (428,424) $ — $ (428,424)
▪Gain resulting from sale of FCS business on June 1, 2021

~~Interest and Financing Expenses~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Interest and financing expenses $ (56,170) $ (53,964) $ (2,206) 4 %
▪$29.0 million loss on early extinguishment of debt, representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the redemption of debt during the first quarter of 2021
▪Partially offset by decreased debt balance as certain debt instruments were repaid in the first quarter of 2021
▪Higher capitalized interest from continued capital expenditures in 2021

~~Other Expense, Net~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Other expense, net $ (631,870) $ (1,620) $ (630,250) 38,904 %
•$657.4 million of additional accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details
•$16.9 million decrease in foreign exchange losses
•$7.6 million increase in non-operating pension and OPEB benefits
•$4.2 million of income in 2021 from accretion of discount in preferred equity of Grace subsidiary acquired as a portion of the proceeds of the FCS sale
•$3.8 million expense related to asset retirement obligation charges in 2021
•$2.7 million gain resulting from the settlement of legal matters in 2020

~~Income Tax Expense~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Income tax expense $ 14,422 $ 64,526 $ (50,104) (78) %
Effective income tax rate 10.2 % 19.8 %
•2021 includes $152.9 million tax benefit resulting from an accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details
•$97.5 million one-time tax expense recorded for the gain on the sale of the FCS business in 2021
•Change in geographic mix of earnings
•2021 includes a discrete tax expense due to an out-of-period adjustment for an overstated deferred tax liability recorded during the three-month period ended December 31, 2017

~~Equity in Net Income of Unconsolidated Investments~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Equity in net income of unconsolidated investments $ 62,215 $ 83,872 $ (21,657) (26) %
▪Primarily lower earnings from our Lithium segment joint venture, Talison, primarily driven by lower pricing and unfavorable foreign exchange impacts, partially offset by higher volumes
▪Increased earnings from strong operating results and other income from our Catalysts segment joint ventures

~~Net Income Attributable to Noncontrolling Interests~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Net income attributable to noncontrolling interests $ (61,977) $ (53,309) $ (8,668) 16 %
▪Increase in consolidated income related to our JBC joint venture from higher sales volume

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~~Net Income Attributable to Albemarle Corporation~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Net income attributable to Albemarle Corporation $ 127,496 $ 291,129 $ (163,633) (56) %
Percentage of Net sales 5.2 % 12.9 %
Basic earnings per share $ 1.10 $ 2.74 $ (1.64) (60) %
Diluted earnings per share $ 1.10 $ 2.73 $ (1.63) (60) %
▪$504.5 million, net of income taxes, of additional accrual recorded following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details
▪Gain on sale of FCS business of $330.9 million, net of tax
▪Increased sales volume from Lithium and Bromine Specialties, as well as favorable pricing in Bromine Specialties
▪Lower commission expenses in Chile resulting from the lower pricing in Lithium
▪Decreased interest and financing expenses due to lower debt balances
▪Productivity improvements and a reduction in professional fees and other administrative costs
▪Loss of four months of sales from FCS business following the disposition on June 1, 2021
▪Increased production and utility costs in Bromine Specialties and Catalysts resulting from the winter storms in the southern U.S.
▪2021 included $8.7 million of additional expense in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior year periods
▪Increased SG&A expenses, primarily related to additional charitable contribution using proceeds from the sale of the FCS business
▪Lower equity in net income of unconsolidated investments from the Talison joint venture
▪Earnings per share also impacted by the underwritten public offering of our common stock in February 2021, increasing share count by 9.8 million shares

~~Other Comprehensive Income (loss), Net of Tax~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Other comprehensive income (loss), net of tax $ (40,354) $ (2,585) $ (37,769) 1,461 %
▪Foreign currency translation and other
$ (46,852) $ 18,377 $ (65,229) (355) %
▪2021 included unfavorable movements in the Euro of approximately $40 million, the Japanese Yen of approximately $5 million, the South Korean Won of approximately $4 million and the net unfavorable variance in other currencies totaling approximately $2 million, partially offset by favorable movements in the Chinese Renminbi of approximately $4 million
▪2020 included favorable movements in the Euro of approximately $30 million, the Chinese Renminbi of
approximately $8 million and the Japanese Yen and Taiwanese Dollar of approximately $3 million each,
partially offset by unfavorable movements in the Brazilian Real of approximately $23 million
▪Cash flow hedge
$ (563) $ (6,822) $ 6,259
▪Net investment hedge
$ 5,110 $ (16,083) $ 21,193 (132) %

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~~Segment Information Overview.~~Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the FCS business that does not fit into any of our core businesses.

Nine Months Ended September 30, Percentage Change
2021 % 2020 % 2021 vs 2020
(In thousands, except percentages)
Net sales:
   Lithium $ 958,539 39.4 % $ 786,186 34.9 % 22 %
   Bromine Specialties 837,978 34.4 % 701,564 31.2 % 19 %
   Catalysts 562,141 23.1 % 602,179 26.8 % (7) %
   All Other 75,095 3.1 % 159,833 7.1 % (53) %
      Total net sales $ 2,433,753 100.0 % $ 2,249,762 100.0 % 8 %
Adjusted EBITDA:
   Lithium $ 341,293 53.1 % $ 270,962 45.3 % 26 %
   Bromine Specialties 273,298 42.6 % 235,751 39.5 % 16 %
   Catalysts 79,694 12.4 % 108,081 18.1 % (26) %
   All Other 29,858 4.6 % 66,407 11.1 % (55) %
   Corporate (81,892) (12.7) % (83,588) (14.0) % 2 %
      Total adjusted EBITDA $ 642,251 100.0 % $ 597,613 100.0 % 7 %

Lithium Bromine Specialties Catalysts Reportable Segments Total All Other Corporate Consolidated Total
Nine months ended September 30, 2021
Net income (loss) attributable to Albemarle Corporation $ 237,293 $ 235,670 $ 41,401 $ 514,364 $ 27,988 $ (414,856) $ 127,496
Depreciation and amortization 99,559 37,628 38,293 175,480 1,870 8,415 185,765
Restructuring and other(a)
— — — — — 2,294 2,294
Gain on sale of business(b)
— — — — — (428,424) (428,424)
Acquisition and integration related costs(c)
— — — — — 5,629 5,629
Interest and financing expenses(d)
— — — — — 56,170 56,170
Income tax expense — — — — — 14,422 14,422
Non-operating pension and OPEB items — — — — — (16,407) (16,407)
Legal accrual(e)
— — — — — 657,412 657,412
Albemarle Foundation contribution(f)
— — — — — 20,000 20,000
Other(g)
4,441 — — 4,441 — 13,453 17,894
Adjusted EBITDA $ 341,293 $ 273,298 $ 79,694 $ 694,285 $ 29,858 $ (81,892) $ 642,251
Nine months ended September 30, 2020
Net income (loss) attributable to Albemarle Corporation $ 188,380 $ 198,905 $ 70,770 $ 458,055 $ 60,069 $ (226,995) $ 291,129
Depreciation and amortization 82,582 36,846 37,311 156,739 6,338 7,137 170,214
Restructuring and other(a)
— — — — — 10,831 10,831
Acquisition and integration related costs(b)
— — — — — 14,349 14,349
Interest and financing expenses — — — — — 53,964 53,964
Income tax expense — — — — — 64,526 64,526
Non-operating pension and OPEB items — — — — — (8,704) (8,704)
Other(h)
— — — — — 1,304 1,304
Adjusted EBITDA $ 270,962 $ 235,751 $ 108,081 $ 614,794 $ 66,407 $ (83,588) $ 597,613

~~(a)~~In 2021, we recorded facility closure costs related to offices in Germany, and severance expenses in Germany and Belgium, in SG&A. In 2020, we recorded severance expenses as part of business reorganization plans, impacting each of our businesses and Corporate, primarily in the U.S., Germany and with our Jordanian joint venture partner. During the nine months ended September 30, 2020, we

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recorded expenses of $0.7 million in Cost of goods sold, $10.4 million in SG&A and a $0.3 million gain in Net income attributable to noncontrolling interests for the portion of severance expense allocated to our Jordanian joint venture partner. The balance of unpaid severance is recorded in Accrued expenses and is expected to primarily be paid through 2021.

~~(b)Gain resulting from the sale of the FCS business completed on June 1, 2021.~~

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

~~(d)~~Included in Interest and financing expenses is a loss on early extinguishment of debt of $29.0 million for the nine months ended September 30, 2021. See Note 9, “Long-Term Debt,” for additional information.

~~(e)~~Loss recorded in Other expense, net in the three months ended September 30, 2021 following an arbitration ruling related to a legal matter from a legacy Rockwood business sold to Huntsman prior to Albemarle’s acquisition of Rockwood. See Note 10, “Commitments and Contingencies,” for further details.

~~(f)~~Included in SG&A is a charitable contribution, using a portion of the proceeds received from the FCS divestiture, to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs, scholarships and other charitable initiatives in locations where our employees live and operate. This contribution is in addition to the normal annual contribution made to the Albemarle Foundation by the Company and is significant in size and nature in that it is intended to provide more long-term benefits in these communities.

~~(g)Included amounts for the nine months ended September 30, 2021 recorded in:~~

•~~Other expense, net - $3.7~~$3.9 million of expenses primarily related to asset retirement obligation charges to update of an estimate at a site formerly owned by Albemarle.

~~(h)Included amounts for the nine months ended September 30, 2020 recorded in:~~

•~~SG&A - $3.8 million of a net expense primarily related to the increase of environmental reserves at non-operating businesses we had previously divested.~~

•Other expense, net - $2.5 million net gain resulting from the settlement of legal matters related to a business sold and $0.8 million net gain primarily related to the sale of idle properties in Germany, partially offset by a $0.8 million loss resulting from the adjustment of indemnifications related to previously disposed businesses.

Lithium


In thousands	In thousands	YTD 2021		YTD 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net sales	Net sales	$	958,539	$	786,186	$	172,353	22	%	Net sales	$	550,272	$	278,976	$	271,296	97	%
▪$193.2 million of higher sales volume, driven by both carbonate and hydroxide ▪$41.4 million of unfavorable pricing impacts, primarily in battery-grade carbonate due to lower contract pricing in the first half of 2021 ▪$20.6 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
•$189.2 million of favorable pricing impacts, reflecting tight market conditions, primarily in battery- and tech-grade carbonate and hydroxide due to higher prices under certain contracts and mix •$86.2 million of higher sales volume, primarily driven by increased tolling •$4.1 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies										•$189.2 million of favorable pricing impacts, reflecting tight market conditions, primarily in battery- and tech-grade carbonate and hydroxide due to higher prices under certain contracts and mix •$86.2 million of higher sales volume, primarily driven by increased tolling •$4.1 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA	Adjusted EBITDA	$	341,293	$	270,962	$	70,331	26	%	Adjusted EBITDA	$	308,615��	$	106,436	$	202,179	190	%
▪Higher sales volume, partially offset by unfavorable pricing impacts ▪Lower commission expenses in Chile resulting from the lower pricing in Lithium ▪Productivity improvements, offsetting the impact of inflation ▪Lower equity in net income of unconsolidated investments from the Talison joint venture ▪$4.4 million out-of-period adjustment expense recorded in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior year periods ▪$4.3 million of unfavorable currency translation resulting from a stronger Chilean Peso
•Favorable pricing impacts and higher sales volume •Increased equity in net income from the Talison joint venture, driven by increased pricing and sales volume •Savings from designed productivity improvements •Increased SG&A expenses from higher compensation, professional fees and other administrative costs •Increased utility and freight costs •Increased commission expenses in Chile resulting from the higher pricing in Lithium •$5.7 million of favorable currency translation resulting from a weaker Chilean Peso										•Favorable pricing impacts and higher sales volume •Increased equity in net income from the Talison joint venture, driven by increased pricing and sales volume •Savings from designed productivity improvements •Increased SG&A expenses from higher compensation, professional fees and other administrative costs •Increased utility and freight costs •Increased commission expenses in Chile resulting from the higher pricing in Lithium •$5.7 million of favorable currency translation resulting from a weaker Chilean Peso

Bromine ~~Specialties~~


In thousands	In thousands	YTD 2021		YTD 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net sales	Net sales	$	837,978	$	701,564	$	136,414	19	%	Net sales	$	359,579	$	280,447	$	79,132	28	%
▪$66.9 million of favorable pricing impacts, primarily in the flame retardants division and as a result of a favorable 2021 customer mix ▪$59.9 million of higher sales volume related to increased demand across all products ▪$9.6 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
•$74.4 million of favorable pricing impacts, primarily in the flame retardants division •$7.2 million of higher sales volume related to increased demand across all products •$2.4 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies										•$74.4 million of favorable pricing impacts, primarily in the flame retardants division •$7.2 million of higher sales volume related to increased demand across all products •$2.4 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA	Adjusted EBITDA	$	273,298	$	235,751	$	37,547	16	%	Adjusted EBITDA	$	129,234	$	94,640	$	34,594	37	%
▪Higher sales volume and favorable pricing impacts as a result of a favorable 2021 customer mix ▪Productivity improvements and a reduction in professional fees and other administrative costs ▪Increased raw material prices, primarily due to shortage of available chlorine ▪Increased production and utility costs of approximately $6 million resulting from the U.S. Gulf Coast winter storm ▪Increased freight costs ▪$8.7 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
•Favorable pricing impacts and higher sales volume as demand continues to be strong •Increased freight costs •Increased utility costs and raw material prices, primarily due to the higher cost of BPA •$2.2 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies										•Favorable pricing impacts and higher sales volume as demand continues to be strong •Increased freight costs •Increased utility costs and raw material prices, primarily due to the higher cost of BPA •$2.2 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies

Catalysts


In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net sales	$	217,877	$	220,243	$	(2,366)	(1)	%
•$3.8 million of lower sales volume, primarily from clean fuel technologies and PCS due to timing of shipments, partially offset by higher FCC sales volume as oil refineries improve utilization rates •$4.8 million of favorable pricing impacts, primarily in FCC, partially offset by PCS •$3.4 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
Adjusted EBITDA	$	16,910	$	25,427	$	(8,517)	(33)	%
•Lower sales volume, primarily driven by clean fuel technologies and PCS •Increased utility costs, primarily natural gas in Europe •Increased raw material and freight costs •2021 included higher production and utility costs of approximately $26 million resulting from the U.S. Gulf Coast winter storm

3931

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~~Catalysts~~

In thousands YTD 2021 YTD 2020 $ Change % Change
Net sales $ 562,141 $ 602,179 $ (40,038) (7) %
▪$40.0 million of lower sales volume, primarily from lower demand in clean fuel technologies
▪$8.0 million of unfavorable pricing impacts, primarily in FCC, partially offset by PCS
▪$7.9 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
Adjusted EBITDA $ 79,694 $ 108,081 $ (28,387) (26) %
▪Lower sales volume, primarily from lower demand in clean fuel technologies, as well as unfavorable pricing impacts, primarily in FCC
▪Increased production and utility costs of approximately $17 million resulting from the U.S. Gulf Coast winter storm
▪$3.1 million out-of-period adjustment expense recorded in Cost of goods sold to correct misstated inventory foreign exchange values relating to prior year periods
▪Increased raw material and freight costs
▪Partially offset by productivity improvements and a reduction in professional fees and other administrative costs

All Other


In thousands	In thousands	YTD 2021		YTD 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Net sales	Net sales	$	75,095	$	159,833	$	(84,738)	(53)	%	Net sales	$	—	$	49,625	$	(49,625)	(100)	%
▪Primarily decreased volume resulting from the sale of the FCS business in the second quarter of 2021
•Results from 2021 relate to the FCS business, which was sold on June 1, 2021										•Results from 2021 relate to the FCS business, which was sold on June 1, 2021
Adjusted EBITDA	Adjusted EBITDA	$	29,858	$	66,407	$	(36,549)	(55)	%	Adjusted EBITDA	$	—	$	21,479	$	(21,479)	(100)	%
▪Primarily decreased volume resulting from the sale of the FCS business in the second quarter of 2021
•Results from 2021 relate to the FCS business, which was sold on June 1, 2021										•Results from 2021 relate to the FCS business, which was sold on June 1, 2021

Corporate


In thousands	In thousands	YTD 2021		YTD 2020		$ Change		% Change		In thousands	Q1 2022		Q1 2021		$ Change		% Change
Adjusted EBITDA	Adjusted EBITDA	$	(81,892)	$	(83,588)	$	1,696	2	%	Adjusted EBITDA	$	(22,829)	$	(17,928)	$	(4,901)	(27)	%
▪$4.1 million of favorable currency exchange impacts, including a $12.8 million decrease in foreign currency impacts from our Talison joint venture ▪Productivity improvements and a reduction in professional fees and other administrative costs ▪Increase in incentive compensation costs
▪$3.2 million of unfavorable currency exchange impacts, including a $2.3 million decrease in foreign exchange impacts from our Talison joint venture ▪Increase in incentive compensation costs										▪$3.2 million of unfavorable currency exchange impacts, including a $2.3 million decrease in foreign exchange impacts from our Talison joint venture ▪Increase in incentive compensation costs

Financial Condition and Liquidity

Overview

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

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

Cash Flow

During the first ~~nine~~three months of ~~2021,~~2022, cash on hand, cash provided by operations and net ~~cash proceeds~~borrowings of ~~$289.8~~$113.4 million ~~from the sale of the FCS business~~under our credit facilities and ~~the $1.5 billion net proceeds from our underwritten public offering of common stock~~commercial paper program funded ~~$652.7~~$231.7 million of capital expenditures for plant, machinery and equipment, ~~debt principal payments of approximately $1.5 billion, early extinguishment of debt fees of $24.9 million~~ and dividends to shareholders of ~~$132.2~~$45.6 million. Our operations provided ~~$490.6~~$206.2 million of cash flows during the first ~~nine~~three months of ~~2021,~~2022, as compared to ~~$461.7~~$157.9 million for the first ~~nine~~three months of ~~2020.~~2021. The change compared to prior year was primarily due to ~~lower~~increased earnings from the Lithium and Bromine segments and higher dividends received from unconsolidated investments, partially offset by increased working capital outflows of ~~$39.3~~$170.5 million ~~excluding the non-cash impact to Accrued expenses from the legal accrual of the legacy Rockwood business matter arbitration ruling,~~ and ~~increased sales in each of our Lithium and Bromine Specialties segments, partially offset by~~ lower earnings from the FCS business sold on June 1, ~~2021 and lower dividends received from unconsolidated investments.~~2021. The ~~inflow~~outflow from working capital in ~~2021~~2022 was primarily driven by ~~the legal accrual noted above, partially offset~~increased inventory balances driven by higher ~~tax payments, including on the proceeds from the sale of the FCS business,~~pricing and increased ~~inventory balances.~~accounts receivable balances resulting from an increase in sales. Overall, our cash and cash equivalents decreased by ~~$151.7~~$24.1 million to ~~$595.0~~$463.3 million at ~~September 30, 2021~~March 31, 2022 from ~~$746.7~~$439.3 million at December 31, ~~2020.~~

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On June 1, 2021, we completed the sale of our FCS business to Grace for proceeds of approximately $570 million, consisting of $300 million in cash and the issuance to Albemarle of preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity, guaranteed by Grace, can be redeemed by Grace at any time and will accrue payment-in-kind dividends at an annual rate of 12% beginning on June 1, 2023, two years after issuance.

On February 8, 2021, we completed an underwritten public offering of 8,496,773 shares of our common stock at a price to the public of $153.00 per share. We also granted to the underwriters an option to purchase up to an additional 1,274,509 shares, which was exercised. The total gross proceeds from this offering were approximately $1.5 billion, before deducting expenses, underwriting discounts and commissions. In the first quarter of 2021, we made the following debt principal payments using the net proceeds from this underwritten public offering:

•~~€123.8 million of the 1.125% notes due in November 2025~~

•~~€393.0 million, the remaining balance, of the 1.875% Senior notes originally due in December 2021~~

•~~$128.4 million of the 3.45% Senior notes due in November 2029~~

•~~$200.0 million, the remaining balance, of the floating rate notes originally due in November 2022~~

•~~€183.3 million, the outstanding balance, of the unsecured credit facility originally entered into on August 14, 2019, as amended and restated on December 15, 2020 (the “2019 Credit Facility”)~~

•~~$325.0 million, the outstanding balance, of the commercial paper notes~~2021.

Capital expenditures for the ~~nine-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 of ~~$652.7~~$231.7 million were primarily associated with plant, machinery and equipment. We expect our capital expenditures to be between ~~$925 million~~$1.3 billion and ~~$975 million~~$1.5 billion in ~~2021,~~2022, primarily for Lithium growth and capacity increases, primarily in Australia, Chile and Silver Peak, Nevada, as well as productivity and continuity of operations projects in all segments. Our La Negra, Chile plant is in the commissioning and qualification stage. ~~We currently expect to complete construction of~~ Train I of our ~~Kermerton,~~Kemerton, Western Australia plant ~~by the end of 2021. Due~~was completed in December 2021, but due to the ongoing labor shortages and COVID-19 pandemic travel restrictions in Western Australia, Train II construction is now expected to be completed in the second half of 2022. Commercial sales volume from Train I will begin in 2022 and is expected to begin from Train II in 2023.

On September 30, 2021, the Company signed a definitive agreement to acquire all of the outstanding equity of Tianyuan for approximately $200 million in cash. Tianyuan's operations include a recently constructed lithium processing plant strategically positioned near the Port of Qinzhou in Guangxi. The plant has designed annual conversion capacity of up to 25,000 metric tons of LCE and is capable of producing battery-grade lithium carbonate and lithium hydroxide. It currently is in the commissioning stage and is expected to begin commercial production in the first half of 2022. The Company expects the transaction, which is subject to customary closing conditions, to close in ~~early~~the third quarter of 2022.

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Net current assets were ~~$487.1~~$233.1 million and ~~$404.3~~$133.6 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The increase is primarily due to ~~the repayment of the current portion of long-term debt using proceeds~~increases in inventory and accounts receivable balances from our underwritten public offering of our common stock, partially offset by the accrual recorded following an arbitration ruling resulting from a legacy legal matter of the Rockwood business acquired in 2015, and the use of cash for capital expenditures.increased sales during 2022. Additional changes in the components of net current assets are primarily due to the timing of the sale of goods and other ordinary transactions leading up to the balance sheet dates. The additional changes are not the result of any policy changes by the Company, and do not reflect any change in either the quality of our net current assets or our expectation of success in converting net working capital to cash in the ordinary course of business.

On February ~~25, 2021,~~24, 2022, we increased our quarterly dividend rate to ~~$0.39~~$0.395 per share, an increase from the quarterly rate of ~~$0.385~~$0.39 per share paid in ~~2020.~~2021. On ~~July 20, 2021,~~February 24, 2022, we declared a cash dividend of ~~$0.39,~~$0.395, which was paid on ~~October~~April 1, ~~2021~~2022 to shareholders of record at the close of business as of ~~September 17, 2021.~~March 18, 2022.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, our cash and cash equivalents included ~~$376.8~~$451.3 million and ~~$492.8~~$374.0 million, respectively, held by our foreign subsidiaries. The majority of these foreign cash balances are associated with earnings that we have asserted are indefinitely reinvested and which we plan to use to support our continued growth plans outside the U.S. through funding of capital expenditures, acquisitions, research, operating expenses or other similar cash needs of our foreign operations. From time to time, we repatriate cash associated with earnings from our foreign subsidiaries to the U.S. for normal operating needs through intercompany dividends, but only from subsidiaries whose earnings we have not asserted to be indefinitely reinvested or whose earnings qualify as “previously taxed income” as defined by the Internal Revenue Code. ~~During~~There were no repatriations of cash from foreign operations during the first ~~nine~~three months of ~~2021 and 2020, we repatriated $0.9 million and $1.8 million, respectively, of cash as part of these foreign earnings cash repatriation activities.~~

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2022 or 2021.

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

Long-Term Debt

We currently have the following notes outstanding:

Issue Month/Year

Principal (in millions)

Interest Rate

Interest Payment Dates

Maturity Date

November 2019

€371.7

1.125%

November 25

November 25, 2025

November 2019

€500.0

1.625%

November 25

November 25, 2028

November 2019(a)

$171.6

3.45%

May 15 and November 15

November 15, 2029

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.

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

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

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

Our revolving, unsecured credit agreement dated as of June 21, 2018, as amended on August 14, 2019, ~~and further amended on~~ May 11, 2020 and December 10, 2021 (the “2018 Credit Agreement”), currently provides for borrowings of up to $1.0 billion and matures on August 9, 2024. Borrowings under the 2018 Credit Agreement bear interest at variable rates based on an average LIBOR for deposits in the relevant currency plus an applicable margin which ranges from 0.910% to 1.500%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). The applicable margin on the facility was 1.125% as of ~~September 30, 2021.~~March 31, 2022. As of ~~September 30, 2021~~March 31, 2022 there were no borrowings outstanding under the 2018 Credit Agreement.

On August 14, 2019, the Company entered into the $1.2 billion 2019 Credit Facility with several banks and other financial institutions, which was amended and restated on December 15, ~~2020.~~2020 and again on December 10, 2021. The lenders’ commitment to provide new loans under the amended 2019 Credit Facility permits up to four borrowings by the Company in an aggregate amount equal to $750 million. The 2019 Credit Facility terminates on December ~~10, 2021,~~9, 2022, with each such loan maturing ~~one year~~364 days after the funding of such loan. The Company can request that the maturity date of loans be extended for a period of up to four additional years, but any such extension is subject to the approval of the lenders. ~~Borrowings~~At the option of the Company, the borrowings under the ~~amended~~ 2019 Credit Facility bear

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interest at variable rates based on ~~an average~~either the base rate or LIBOR for deposits in ~~the relevant currency~~U.S. dollars, in each case plus an applicable margin which ranges from ~~1.125%~~0.000% to ~~1.750%,~~0.375% for base rate borrowings or 0.875% to 1.375% for LIBOR borrowings, depending on the Company’s credit rating from S&P, Moody’s and Fitch. The applicable margin on the 2019 Credit Facility was ~~1.375%~~1.125% as of ~~September 30, 2021. In~~ March ~~2021, the Company repaid the~~31, 2022. As of March 31, 2022 there was $250 million outstanding balance of €183.3 million under the 2019 Credit Facility. Following the completion of the sale of the FCS business, the Company is permitted to make up to two additional borrowings in an aggregate amount equal to $270 million for general corporate purposes under the 2019 Credit Facility.

Borrowings under the under the 2019 Credit Facility and 2018 Credit Agreement (together the “Credit Agreements”) are conditioned upon satisfaction of certain conditions precedent, including the absence of defaults. The Company is subject to one financial covenant, as well as customary affirmative and negative covenants. The financial covenant requires that the Company’s consolidated net funded debt to consolidated EBITDA ratio (as such terms are defined in the Credit Agreements) be less than or equal to ~~4.50:~~3.50:1 for ~~the~~all remaining fiscal quarters, ~~through September 30, 2021, 4.00:1 for the fiscal quarter ending December 31, 2021, and 3:50:1 for fiscal quarters thereafter,~~ subject to adjustments in accordance with the terms of the Credit Agreements relating to a consummation of an acquisition where the consideration includes cash proceeds from issuance of funded debt in excess of $500 million. The Credit Agreements also contain customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness. The occurrence of an event of default under the Credit Agreements could result in all loans and other obligations becoming immediately due and payable and each such Credit Agreement being terminated. Certain representations, warranties and covenants under the 2018 Credit Agreement were conformed to those under the 2019 Credit Facility following the amendments to those agreements.

On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any time of $750.0 million. The proceeds from the issuance of the Commercial Paper Notes are expected to be used for general corporate purposes, including the repayment of other debt of the Company. The Credit Agreements are available to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the Credit Agreements and the Commercial Paper Notes will not exceed the ~~$1.0~~$1.75 billion current maximum amount available under the Credit Agreements. The Commercial Paper Notes will be sold at a discount from par, or alternatively, will be sold at par and bear interest at rates that will vary based upon market conditions at the time of issuance. The maturities of the Commercial Paper Notes will vary but may not exceed 397 days from the date of issue. The definitive documents relating to the commercial paper program contain customary representations, warranties, default and indemnification provisions. InAt March ~~2021~~31, 2022, we ~~repaid all outstanding~~had $222.4 million of Commercial Paper Notes outstanding bearing a weighted-average interest rate of approximately 1.12% and ~~had none outstanding~~a weighted-average maturity of 17 days. The Commercial Paper Notes are classified as Current portion of long-term debt in our consolidated balance sheets at ~~September 30, 2021.~~March 31, 2022.

The non-current portion of our long-term debt amounted to ~~$2.02~~$1.99 billion at ~~September 30, 2021,~~March 31, 2022, compared to ~~$2.77~~$2.00 billion at December 31, ~~2020.~~2021. In addition, at ~~September 30, 2021,~~March 31, 2022, we had availability to borrow ~~$1.27~~$1.28 billion under our commercial paper program and the Credit Agreements, and ~~$131.5~~$176.9 million under other existing lines of credit, subject to various financial covenants under our Credit Agreements. We have the ability and intent to refinance our borrowings under our other existing lines of credit with borrowings under the Credit Agreements, as applicable. Therefore, the amounts outstanding under those ~~line~~

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lines of credit, if any, are classified as long-term debt. We believe that at ~~September 30, 2021,~~March 31, 2022, we were, and currently are, in compliance with all of our long-term debt covenants.

Off-Balance Sheet Arrangements

In the ordinary course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, including bank guarantees and letters of credit, which totaled approximately ~~$81.8~~$86.3 million at ~~September 30, 2021.~~March 31, 2022. None of these off-balance sheet arrangements has, or is likely to have, a material effect on our current or future financial condition, results of operations, liquidity or capital resources.

Other Obligations

Our contractual obligations have not significantly changed based on our ordinary business activities and projected capital expenditures noted above from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2020, with the exception of the debt repayments made in the first quarter of 2021, as noted above. Following the debt repayments, our annual maturities of long-term debt at September 30, 2021 and our expected interest payments on those long-term debt obligations are as follows (in millions):

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Maturities of Long-term Debt Expected Interest Payments
Remainder of 2021 $ 0.6 $ 36.8
2022 — 57.4
2023 — 57.4
2024 425.0 55.9
2025 441.1 39.3
Thereafter 1,169.8 413.7

~~For variable-rate debt obligations, projected interest payments are calculated using the September 30, 2021 weighted average interest rate of approximately 0.36%.~~2021.

Total expected ~~2021~~2022 contributions to our domestic and foreign qualified and nonqualified pension plans, including the Albemarle Corporation Supplemental Executive Retirement Plan, ~~should approximate $25 million, including contributions~~are expected to ~~be made in 2020 that were deferred to 2021.~~approximate $12 million. We may choose to make additional pension contributions in excess of this amount. We have made contributions of ~~$22.1~~$3.2 million to our domestic and foreign pension plans (both qualified and nonqualified) during the ~~nine-month~~three-month period ended ~~September 30, 2021.~~March 31, 2022.

The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled ~~$16.7~~$28.5 million at ~~September 30, 2021~~March 31, 2022 and ~~$14.7~~$27.7 million at December 31, ~~2020.~~2021. Related assets for corresponding offsetting benefits recorded in Other assets totaled ~~$22.4~~$32.7 million at ~~September 30, 2021~~March 31, 2022 and ~~$24.1~~$32.9 million at December 31, ~~2020.~~2021. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of ~~2021~~2022 or the next twelve months, and we are unable to estimate the timing of any such cash payments in the future at this time.

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

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

Liquidity Outlook

We anticipate that cash on hand and cash provided by operating activities, divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures and share repurchases, make acquisitions, make pension contributions and pay dividends for the foreseeable future. Our main focus during the continued uncertainty surrounding the COVID-19 pandemic is to continue to maintain financial flexibility by continuing our cost savings initiative, while still protecting our employees and customers, committing to shareholder returns and maintaining an investment grade rating. Over the next three years, in terms of uses of cash, we will continue to invest in growth of the businesses and return value to shareholders. Additionally, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may require additional liquidity.

Our growth investments include the recently announced ~~the~~ signing of a definitive agreement to acquire all of the outstanding equity of Tianyuan for approximately $200 million in cash. Tianyuan's operations include a recently constructed lithium processing plant that has designed annual conversion capacity of up to 25,000 metric tons of LCE and is capable of producing battery-grade lithium carbonate and lithium hydroxide. We expect the transaction, which is subject to customary closing conditions, to close in ~~early~~the third quarter of 2022. In addition, we announced agreements for strategic investments in China with ~~plans~~

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plans to build two battery grade lithium ~~hydroxide~~ conversion plants, each initially targeting 50,000 metric tons per year. We expect construction of these conversion plants to begin in 2022 and be completed by the end of 2024.

Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a result of moderating global economic conditions and reduced capital availability. The COVID-19 pandemic has not had a material impact on our liquidity to date; however, we cannot predict the overall impact in terms of cash flow generation as that will depend on the length and severity of the outbreak. As a result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.

Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in their credit standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with them, not renew their extensions of credit or not provide new financing to us. While the global corporate bond and bank loan markets remain strong, periods of elevated uncertainty related to the COVID-19 pandemic or global economic and/or geopolitical concerns may limit efficient access to such markets for extended periods of time. If such concerns heighten, we may incur increased borrowing costs and reduced credit capacity as our various credit facilities mature. If the U.S. Federal Reserve or similar national reserve banks in other countries decide to tighten the monetary supply in response, for example, to improving economic conditions, we may incur increased borrowing costs (as interest rates increase on our variable rate credit facilities, as our various credit facilities mature or as we refinance any maturing fixed rate debt obligations), although these cost increases would be partially offset by increased income rates on portions of our cash deposits.

On February 6, 2017, Huntsman, ~~International LLC (“Huntsman”),~~ a subsidiary of Huntsman Corporation, filed a lawsuit in New York state court against Rockwood, ~~Holdings, Inc. (“Rockwood”),~~ Rockwood Specialties, Inc., certain former executives of Rockwood and its subsidiaries—Seifollah Ghasemi, Thomas Riordan, Andrew Ross, and Michael Valente, and Albemarle. The lawsuit arises out of Huntsman’s acquisition of certain Rockwood subsidiaries in connection with a stock purchase agreement (the “SPA”), dated September 17, 2013. Before that transaction closed on October 1, 2014, Albemarle began discussions with Rockwood to purchase all outstanding equity of Rockwood and did so in a transaction that closed on January 12, 2015. Huntsman’s complaint asserted that certain technology that Rockwood had developed for a production facility in Augusta, Georgia, and which was among the assets that Huntsman acquired pursuant to the SPA, did not work, and that Rockwood and the defendant executives had intentionally misled Huntsman about that technology in connection with the Huntsman-Rockwood transaction. The complaint asserted claims for, among other things, fraud, negligent misrepresentation, and breach of the SPA, and sought certain costs for completing construction of the production facility.

On March 10, 2017, Albemarle moved in New York state court to compel arbitration, which was granted on January 8, 2018 (although Huntsman unsuccessfully appealed that decision). Huntsman’s arbitration demand asserted claims substantially similar to those asserted in its state court complaint, and sought various forms of legal remedies, including cost overruns, compensatory damages, expectation damages, punitive damages, and restitution. After a trial, the arbitration panel issued an award on October 28, 2021, awarding approximately $600 million (including interest) to be paid by Albemarle to Huntsman, in addition to the possibility of attorney’s fees, costs and expenses. ~~Albemarle continues to assess its legal rights and options. Albemarle and Huntsman have initiated discussions regarding a resolution of~~Following the ~~matter.~~

~~Based on our review of the decision by the AAA~~ arbitration panel decision, Albemarle ~~has decided~~reached a settlement with Huntsman to ~~view~~pay $665 million in two equal installments, with the ~~decision as representing the best estimate available of the outcome of this arbitration. As a result, the consolidated statements of income for the three~~first payment made in December 2021. The second and nine months ended September 30, 2021, includes a loss of $657.4 million ($504.5 million net of income tax), inclusive of estimated possible legal fees incurred by Huntsman and other related obligations, to reflect the increasefinal payment was made in ~~liabilities for this legal matter.~~May 2022.

In addition, as first reported in 2018, following receipt of information regarding potential improper payments being made by third-party sales representatives of our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential violations of the Company’s Code of Conduct, the Foreign Corrupt Practices Act, and other potentially applicable laws. Based on this internal investigation, we have voluntarily self-reported potential issues relating to the use of third-party sales representatives in our Refining Solutions business, within our Catalysts segment, to the ~~U.S. Department of Justice (“DOJ”),~~DOJ, the SEC, and the ~~Dutch Public Prosecutor (“DPP”),~~DPP, and are cooperating with the DOJ, the SEC, and the DPP in their review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures. We have commenced discussions with the SEC about a potential resolution.

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or regulations could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses. We do not believe, however, that any such fines, penalties, disgorgement, equitable relief, or other losses would have a material adverse effect on our financial condition or liquidity. However, an adverse resolution could have a material adverse effect on our results of operations in a particular period.

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Overall, with generally strong cash-generative businesses and no significant long-term debt maturities before 2024, we believe we have, and will be able to maintain, a solid liquidity position.

We had cash and cash equivalents totaling ~~$595.0~~$463.3 million at ~~September 30, 2021,~~March 31, 2022, of which ~~$376.8~~$451.3 million is held by our foreign subsidiaries. This cash represents an important source of our liquidity and is invested in bank accounts or money market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or our commercial paper program.

Guarantor Financial Information

Albemarle Wodgina Pty Ltd Issued Notes

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

In 2019, we completed the acquisition of a 60% interest in ~~Mineral Resources Limited’s (“MRL”)~~MRL’s Wodgina hard rock lithium mine project (“Wodgina Project”) in Western Australia and formed an unincorporated joint venture with MRL, named MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina spodumene mine ~~(“MARBL”)~~ and for the operation of the Kemerton assets in Western Australia. We participate in the Wodgina Project through our ownership interest in the Issuer.

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

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

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

The following tables present summarized financial information for the Parent Guarantor and the Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Parent Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Summarized Statement of Operations


$ in thousands	Three Months Ended March 31, 2022		Year Ended December 31, 2021
Net sales(a)	$	502,092	$	1,412,913
Gross profit	30,951		241,739
Income (loss) before income taxes and equity in net income of unconsolidated investments(b)(c)	(141,698)		(607,995)
Net income (loss) attributable to the Parent Guarantor and the Issuer	(154,033)		(558,342)

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~~Summarized Statement of Operations~~

$ in thousands Nine Months Ended
September 30, 2021 Year Ended December 31, 2020
Net sales(a)
$ 1,085,274 $ 1,621,651
Gross profit 204,861 357,431
Income (loss) before income taxes and equity in net income of unconsolidated investments(b)(c)
233,685 (205,486)
Net income (loss) attributable to the Parent Guarantor and the Issuer 171,322 (222,097)

(a) Includes net sales to Non-Guarantors of ~~$563.6~~$297.8 million and ~~$893.5~~$715.6 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and year ended December 31, ~~2020,~~2021, respectively.

(b) Includes intergroup expenses to Non-Guarantors of ~~$101.3~~$34.7 million and ~~$132.7~~$114.3 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and year ended December 31, ~~2020,~~2021, respectively.

(c) The ~~nine months~~year ended ~~September 30,~~December 31, 2021 includes the Parent Guarantor’s portion of the gain on sale of the FCS business on June 1, ~~2021.~~2021 and the loss for the legacy Rockwood legal matter. In addition, includes Issuer’s loss related to anticipated cost overruns for MRL’s 40% interest in lithium hydroxide conversion assets being built in Kemerton.

Summarized Balance Sheet


$ in thousands	$ in thousands	September 30, 2021		December 31, 2020		$ in thousands	March 31, 2022		December 31, 2021
Current assets(a)	Current assets(a)	$	1,003,579	$	1,194,278	Current assets(a)	$	1,139,925	$	961,003
Net property, plant and equipment	Net property, plant and equipment	2,824,881		2,621,012		Net property, plant and equipment	3,027,935		2,979,034
Other noncurrent assets	Other noncurrent assets	534,090		305,544		Other noncurrent assets	529,238		534,695

Current liabilities(b)	Current liabilities(b)	$	1,297,043	$	2,236,233	Current liabilities(b)	$	2,625,486	$	2,329,212
Long-term debt	Long-term debt	995,690		1,321,413		Long-term debt	1,002,218		1,002,009
Other noncurrent liabilities(c)	Other noncurrent liabilities(c)	7,284,019		7,317,103		Other noncurrent liabilities(c)	7,155,892		7,008,857

(a) Includes receivables from Non-Guarantors of ~~$398.4~~$691.8 million and ~~$548.9~~$466.6 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

(b) Includes current payables to Non-Guarantors of ~~$965.0 million~~$1.23 billion and ~~$975.0 million~~$1.11 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

(c) Includes noncurrent payables to Non-Guarantors of ~~$6.6~~$6.59 billion and $6.45 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021, respectively.

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

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

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

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Albemarle Corporation Issued Notes

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

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The current securities outstanding under the Indenture are the Parent Issuer’s unsecured and unsubordinated obligations and rank equally in right of payment with all other unsecured and unsubordinated indebtedness. With respect to any series of securities issued under the Indenture, the Upstream Guarantee is, and will be, an unsecured and unsubordinated obligation of the Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Subsidiary Guarantor.

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

The following tables present summarized financial information for the Subsidiary Guarantor and the Parent Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Issuer and the Subsidiary Guarantor and (ii) equity in earnings from and investments in any subsidiary that is an Upstream Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Summarized Statement of Operations


$ in thousands	$ in thousands	Nine Months Ended September 30, 2021		Year Ended December 31, 2020		$ in thousands	Three Months Ended March 31, 2022		Year Ended December 31, 2021
Net sales(a)	Net sales(a)	$	1,085,274	$	1,621,651	Net sales(a)	$	500,657	$	1,412,913
Gross profit	Gross profit	218,231		375,138		Gross profit	35,615		259,314
Income (loss) before income taxes and equity in net income of unconsolidated investments(b)	Income (loss) before income taxes and equity in net income of unconsolidated investments(b)	267,804		(124,464)		Income (loss) before income taxes and equity in net income of unconsolidated investments(b)	(99,576)		(368,737)
Net income (loss) attributable to the Subsidiary Guarantor and the Parent Issuer(c)	Net income (loss) attributable to the Subsidiary Guarantor and the Parent Issuer(c)	195,729		(152,509)		Net income (loss) attributable to the Subsidiary Guarantor and the Parent Issuer(c)	(120,107)		(320,726)

(a) Includes net sales to Non-Guarantors of ~~$563.6~~$297.8 million and ~~$893.5~~$715.6 million for the ~~nine~~three months ended ~~September 30, 2021~~ March 31, 2022 and year ended December 31, ~~2020,~~2021, respectively.

(b) Includes intergroup expenses to Non-Guarantors of ~~$74.2~~$26.0 million and ~~$57.2~~$17.8 million for the ~~nine~~three months ended ~~September 30, 2021~~ March 31, 2022 and year ended December 31, ~~2020,~~2021, respectively.

(c) The ~~nine months~~year ended ~~September 30,~~December 31, 2021 includes the Parent Issuer’s portion of gain on sale of the FCS business on June 1, ~~2021.~~2021 and the loss for the legacy Rockwood legal matter.

Summarized Balance Sheet


$ in thousands	$ in thousands	September 30, 2021		December 31, 2020		$ in thousands	March 31, 2022		December 31, 2021
Current assets(a)	Current assets(a)	$	998,631	$	1,315,110	Current assets(a)	$	1,182,936	$	1,039,391
Net property, plant and equipment	Net property, plant and equipment	728,384		770,230		Net property, plant and equipment	769,075		754,818
Other non-current assets(b)	Other non-current assets(b)	1,550,779		970,268		Other non-current assets(b)	1,639,772		1,634,883

Current liabilities(c)	Current liabilities(c)	$	1,300,100	$	2,133,548	Current liabilities(c)	$	2,545,777	$	2,174,360
Long-term debt	Long-term debt	1,788,107		2,404,193		Long-term debt	1,726,637		1,755,026
Other noncurrent liabilities~~(c)~~(d)	Other noncurrent liabilities~~(c)~~(d)	6,548,645		6,468,644		Other noncurrent liabilities~~(c)~~(d)	6,390,844		6,404,958

(a) Includes receivables from Non-Guarantors of ~~$426.9~~$776.1 million and ~~$705.1~~$576.1 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

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(b) Includes noncurrent receivables from Non-Guarantors of ~~$1.0~~$1.14 billion and ~~$673.0 million~~$1.11 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

(c) Includes current payables to Non-Guarantors of ~~$950.3 million~~$1.22 billion and ~~$983.3 million~~$1.08 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

(d) Includes noncurrent payables to Non-Guarantors of ~~$5.8~~$5.81 billion and ~~$5.7~~$5.82 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

These securities are structurally subordinated to the indebtedness and other liabilities of the Upstream Non-Guarantors. The Upstream Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to these securities or the Indenture under which these securities were issued, or to make any funds

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available therefor, whether by dividends, loans, distributions or other payments. Any right that the Subsidiary Guarantor has to receive any assets of any of the Upstream Non-Guarantors upon the liquidation or reorganization of any Upstream Non-Guarantors, and the consequent rights of holders of these securities to realize proceeds from the sale of any of an Upstream Non-Guarantor’s assets, would be effectively subordinated to the claims of such Upstream Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Upstream Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Upstream Non-Guarantors, the Upstream Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Subsidiary Guarantor.

Summary of Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates from the information we provided in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Item 1 Financial Statements – Note 19, “Recently Issued Accounting ~~Pronouncements.”~~Pronouncements” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in our interest rate risk, foreign currency exchange rate exposure, marketable securities price risk or raw material price risk from the information we provided in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, except as noted below.

During the first quarter of 2021, we repaid the remaining principal balance of our 1.875% Euro-denominated senior notes. Prior to this repayment, the carrying value these notes was designated as an effective hedge of our net investment in certain foreign subsidiaries where the Euro serves as the functional currency, and gains or losses on the revaluation of these senior notes to our reporting currency were recorded in accumulated other comprehensive loss. Upon repayment of these notes, this net investment hedge was discontinued. The balance of foreign exchange revaluation gains and losses associated with this discontinued net investment hedge will remain within accumulated other comprehensive loss until the hedged net investment is sold or liquidated.

We had variable interest rate borrowings of ~~$5.4~~$518.2 million outstanding at ~~September 30, 2021,~~March 31, 2022, bearing a weighted average interest rate of ~~0.36%~~0.51% and representing ~~less than 1%~~21% of our total outstanding debt. A hypothetical 100 basis point increase in the interest rate applicable to these borrowings would change our annualized interest expense by approximately ~~$0.1~~$5.2 million as of ~~September 30, 2021.~~March 31, 2022. We may enter into interest rate swaps, collars or similar instruments with the objective of reducing interest rate volatility relating to our borrowing costs.

Our financial instruments, which are subject to foreign currency exchange risk, consist of foreign currency forward contracts with an aggregate notional value of ~~$720.2~~$573.0 million and with a fair value representing a net asset position of ~~$0.4~~$6.3 million at ~~September 30, 2021.~~March 31, 2022. Fluctuations in the value of these contracts are generally offset by the value of the underlying exposures being hedged. We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of ~~September 30, 2021,~~March 31, 2022, with all other variables held constant. A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in a decrease of approximately ~~$26.7~~$39.0 million in the fair value of our foreign currency forward contracts. A 10% depreciation of the U.S. Dollar against these foreign currencies would result in an increase of approximately ~~$27.0~~$44.0 million in the fair value of our foreign currency forward contracts. The sensitivity of the fair value of our foreign currency hedge portfolio represents changes in fair values estimated based on market conditions as of ~~September 30, 2021,~~March 31, 2022, without reflecting the effects of underlying anticipated transactions. When those anticipated transactions are realized, actual effects of changing foreign currency exchange rates could have a material impact on our earnings and cash flows in future periods.

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Item 4.			Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under

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the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the ~~third~~first quarter ended ~~September 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.			Legal Proceedings.

We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks.

Based on our review of the decision by the AAA arbitration panel, Albemarle has decided to view the decision as representing the best estimate available of the outcome of this arbitration. As a result, the consolidated statements of income for the three and nine months ended September 30, 2021, includes a loss of $657.4 million ($504.5 million net of income tax), inclusive of estimated possible legal fees incurred by Huntsman and other related obligations, to reflect the increase in liabilities for this legal matter.

Additional information with respect to this Item 1 is contained in Note 10 to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.


Item 1A.			Risk Factors.

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. The risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of

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operations and our financial condition. We do not believe that there have been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~


~~Item 5.~~			~~Other Information.~~

On November 3, 2021, we entered into a letter agreement with Raphael Crawford (the “Letter Agreement”) with respect to his compensation as President of our Catalysts Global Business Unit. The terms of the Letter Agreement were approved by the Executive Compensation Committee, based in part upon consultation with Pearl Meyer, which serves as independent compensation consultants to the Executive Compensation Committee.

The Letter Agreement provides Mr. Crawford with an enhanced compensation opportunity in exchange for his support of our strategic review of our Catalysts segment if such review results in our divestiture of the Catalysts segment.

Under the terms of the Letter Agreement, we will pay Mr. Crawford (a) an annual incentive bonus under our annual incentive plan for 2021 (“2021 AIP Bonus”) and, (b) if the closing date of our divestiture of the Catalysts segment (the “Closing Date”) occurs after January 1, 2022, an amount based on his target annual incentive bonus under our annual incentive plan for 2022 that will be established for the Catalysts segment (“2022 Catalysts Bonus”), subject to certain adjustments. The 2021 AIP Bonus shall be paid no later than March 15, 2022 (the “AIP Bonus Date”) and the 2022 Catalysts Bonus shall be paid no later than thirty days following the Closing Date. In addition, we will pay Mr. Crawford a one-time, cash payment equivalent to 5% of his annual salary as in effect as of the date of the Letter Agreement (the “Retention Payment”) if he is employed on the Closing Date and remains employed until the date three months following the Closing Date, or, if earlier, the date he is terminated without cause (the date three months following the Closing Date or of such termination without cause, as applicable, the “Retention Payment Date”). Mr. Crawford’s eligibility to receive the 2021 AIP Bonus, the 2022 Catalysts Bonus, and the Retention Payment are subject to his continued employment through the AIP Bonus Date, the Closing Date, and the Retention Payment Date, respectively.

The Letter Agreement also provides for the accelerated vesting of certain outstanding equity incentive awards (the “LTI Award(s)”) previously granted to Mr. Crawford under our 2017 Incentive Plan. Pursuant to the Letter Agreement: (a) a portion of Mr. Crawford’s outstanding restricted stock units will vest on the Closing Date, and Mr. Crawford will be entitled to receive one share of common stock for each remaining restricted stock unit on the date or dates on which such restricted stock units would have vested under the applicable LTI Award; (b) a portion of Mr. Crawford’s outstanding stock options will vest on the Closing Date, and the remaining options shall vest and become exercisable on the date or dates such options would have vested under the terms of the applicable LTI Award; (c) outstanding performance units payable under the February 2018 Performance Unit LTI Award will be fully vested and paid on the earlier of January 1, 2022 or the Closing Date; (d) with respect to outstanding performance units payable under the February 2019 Performance Unit LTI Award, 50% of such performance units will be fully vested and paid on the date on which our compensation committee determines the number of units earned under such award, and 50% of such units will be fully vested and paid on the earlier of the Closing Date and January 1, 2023; and (e) 50% of all other outstanding performance unit LTI Awards shall vest and be paid on the date or dates on which such performance units would have vested under the applicable LTI Award, and 50% of such units shall vest and be paid on the following January 1. The accelerated vesting and other terms of such awards under the Letter Agreement are subject to, where applicable, Mr. Crawford’s employment not having been terminated by us or the purchaser for Cause (as defined in the Letter Agreement) or by Mr. Crawford’s voluntarily resignation prior to 12 months following the Closing Date.

~~The Letter Agreement contains a release of claims and customary covenants related to confidentiality, non‑competition, and non-solicitation of customers, business partners, and employees.~~

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.

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2021.


Item 6.			Exhibits.

(a) Exhibits


~~#*10.1~~#10.1						~~Letter~~Form of Restricted Stock Unit Award Agreement ~~with Raphael Crawford, dated November 3, 2021.~~[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference].

#10.2						Form of Adjusted ROIC Performance Unit Award Agreement [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference].

#10.3						Form of TSR Performance Unit Award Agreement [filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference].

#10.4						Form of Stock Option Grant Agreement [filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference].

#10.5						Form of Special Restricted Stock Unit Award Agreement and Confidentiality Agreement [filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference].

#10.6						Form of Employee Non-Solicitation, Non-Compete [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 9, 2022, and incorporated herein by reference].

*31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a).

*31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a).

*32.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

*32.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

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101						Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~September 30, 2021,~~March 31, 2022, furnished in XBRL (eXtensible Business Reporting Language)).


#			Management contract or compensatory plan or arrangement.
*			Included with this filing.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (ii) the Consolidated Statements of Comprehensive Income for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) the Consolidated Balance Sheets at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (iv) the Consolidated Statements of Changes in Equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (v) the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and (vi) the Notes to the Condensed Consolidated Financial Statements.

5242

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALBEMARLE CORPORATION

(Registrant)

Date:

~~November~~May 4, ~~2021~~2022

By:

/S/ SCOTT A. TOZIER

Scott A. Tozier

Executive Vice President and Chief Financial Officer

(principal financial officer)

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	Operating Leases		Finance Leases
Remainder of 2021	$	10,126	$	542
2022	38,503		4,448
2023	34,453		4,448
2024	20,984		4,448
2025	14,714		4,448
Thereafter	131,456		89,916
Total lease payments	250,236		108,250
Less imputed interest	79,822		47,624
Total	$	170,414	$	60,626


	Three Months Ended September 30,								Percentage Change
	2021		%		2020		%		2021 vs 2020
	(In thousands, except percentages)
Net sales:
Lithium	$	359,229	43.3	%	$	265,646	35.6	%	35	%
Bromine Specialties	277,783		33.4	%	237,193		31.8	%	17	%
Catalysts	193,554		23.3	%	197,919		26.4	%	(2)	%
All Other	—		—	%	46,110		6.2	%	(100)	%

Total net sales	$	830,566	100.0	%	$	746,868	100.0	%	11	%

Adjusted EBITDA:
Lithium	$	125,416	57.7	%	$	97,789	45.3	%	28	%
Bromine Specialties	86,012		39.5	%	79,448		36.8	%	8	%
Catalysts	33,103		15.2	%	37,834		17.5	%	(13)	%
All Other	—		—	%	24,985		11.5	%	(100)	%
Corporate	(26,962)		(12.4)	%	(24,001)		(11.1)	%	(12)	%
Total adjusted EBITDA	$	217,569	100.0	%	$	216,055	100.0	%	1	%


	Maturities of Long-term Debt		Expected Interest Payments
Remainder of 2021	$	0.6	$	36.8
2022	—		57.4
2023	—		57.4
2024	425.0		55.9
2025	441.1		39.3
Thereafter	1,169.8		413.7