ALBEMARLE CORP
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
FORM
10-Q
_________________________________________________
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For Quarterly Period Ended
March 31, 2025
OR
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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
_________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code -
(980)
299-5700
_________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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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):
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Smaller reporting company |
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| Emerging growth company |
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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Number of shares of common stock, $.01 par value, outstanding as of April 23, 2025:
117,660,914
ALBEMARLE CORPORATION
INDEX – FORM 10-Q
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Page
Number(s) |
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| EXHIBITS | ||||||||
3
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements (Unaudited). | ||||
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
|
Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Net sales | $ |
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$ |
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Cost of goods sold
(a)
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| Gross profit |
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| Selling, general and administrative expenses |
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| Restructuring charges and asset write-offs |
(
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| Research and development expenses |
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| Operating profit (loss) |
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(
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| Interest and financing expenses |
(
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(
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| Other income, net |
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| Loss before income taxes and equity in net income of unconsolidated investments |
(
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(
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| Income tax benefit |
(
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(
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| Loss before equity in net income of unconsolidated investments |
(
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(
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| Equity in net income of unconsolidated investments (net of tax) |
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| Net income |
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| Net income attributable to noncontrolling interests |
(
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(
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| Net income attributable to Albemarle Corporation |
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| Mandatory convertible preferred stock dividends |
(
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(
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| Net loss attributable to Albemarle Corporation common shareholders | $ |
(
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$ |
(
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| Basic loss per share attributable to common shareholders | $ |
(
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$ |
(
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| Diluted loss per share attributable to common shareholders | $ |
(
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$ |
(
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| Weighted-average common shares outstanding – basic |
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| Weighted-average common shares outstanding – diluted |
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(a)
Included purchases from related unconsolidated affiliates of $
119.8
million and $
540.7
million for the three-month periods ended March 31, 2025 and 2024, respectively.
See accompanying Notes to the Condensed Consolidated Financial Statements.
4
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
(Unaudited)
|
Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Net income | $ |
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$ |
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| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation and other |
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(
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| Cash flow hedge |
(
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(
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| Total other comprehensive income (loss), net of tax |
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(
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| Comprehensive income (loss) |
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(
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| Comprehensive income attributable to noncontrolling interests |
(
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(
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| Comprehensive income (loss) attributable to Albemarle Corporation | $ |
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$ |
(
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See accompanying Notes to the Condensed Consolidated Financial Statements.
5
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(Unaudited)
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
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Cash and cash equivalents
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$ |
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$ |
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Trade accounts receivable, less allowance for credit losses (2025 – $
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| Other accounts receivable |
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| Inventories |
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| Other current assets |
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| Total current assets |
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| Property, plant and equipment, at cost |
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| Less accumulated depreciation and amortization |
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| Net property, plant and equipment |
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| Investments |
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| Other assets |
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| Goodwill |
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| Other intangibles, net of amortization |
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| Total assets | $ |
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$ |
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| Liabilities And Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable to third parties | $ |
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$ |
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| Accounts payable to related parties |
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| Accrued expenses |
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| Current portion of long-term debt |
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| Dividends payable |
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| Income taxes payable |
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| Total current liabilities |
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| Long-term debt |
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| Postretirement benefits |
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| Pension benefits |
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| Other noncurrent liabilities |
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| Deferred income taxes |
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Commitments and contingencies (Note 7)
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| Equity: | |||||||||||
| Albemarle Corporation shareholders’ equity: | |||||||||||
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Common stock, $
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Mandatory convertible preferred stock, Series A, no par value, $
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| Additional paid-in capital |
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| Accumulated other comprehensive loss |
(
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(
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| Retained earnings |
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| Total Albemarle Corporation shareholders’ equity |
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| Noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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See accompanying Notes to the Condensed Consolidated Financial Statements.
6
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands, Except Per Share Amounts)
(Unaudited)
| (In Thousands, Except Share Data) | Mandatory Convertible Preferred Stock |
Additional
Paid-in Capital |
Accumulated Other
Comprehensive Loss |
Retained Earnings |
Total Albemarle
Shareholders’ Equity |
Noncontrolling
Interests |
Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amounts | Shares | Amounts | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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| Net income |
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| Other comprehensive income (loss) |
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(
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Common stock dividends declared, $
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(
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(
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— |
(
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| Mandatory convertible preferred stock cumulative dividends |
(
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(
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(
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| Stock-based compensation |
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| Exercise of stock options |
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| Issuance of common stock, net |
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(
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| Withholding taxes paid on stock-based compensation award distributions |
(
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(
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(
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(
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| Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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| Balance at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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| Net income |
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| Other comprehensive loss |
(
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(
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(
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(
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Common stock dividends declared, $
|
(
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(
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— |
(
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| Mandatory convertible preferred stock cumulative dividends |
(
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(
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(
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| Stock-based compensation |
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| Exercise of stock options |
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| Issuance of common stock, net |
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| Issuance of mandatory convertible preferred stock, net |
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| Withholding taxes paid on stock-based compensation award distributions |
(
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(
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(
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(
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(
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| Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to the Condensed Consolidated Financial Statements.
7
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
|
Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Cash and cash equivalents at beginning of year | $ |
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$ |
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| Cash flows from operating activities: | |||||||||||
| Net income |
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| Adjustments to reconcile net income to cash flows from operating activities: | |||||||||||
| Depreciation and amortization |
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| Stock-based compensation and other |
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| Equity in net income of unconsolidated investments (net of tax) |
(
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(
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| Dividends received from unconsolidated investments and nonmarketable securities |
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| Pension and postretirement expense |
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| Pension and postretirement contributions |
(
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(
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| Realized loss on investments in marketable securities |
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| Unrealized loss on investments in marketable securities |
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| Deferred income taxes |
(
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| Working capital changes |
(
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(
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| Noncurrent liability changes and other, net |
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(
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Capital expenditures |
(
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(
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| Sales of marketable securities, net |
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| Investments in equity investments and nonmarketable securities |
(
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(
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| Net cash used in investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of mandatory convertible preferred stock, net of issuance costs |
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| Repayments of long-term debt and credit agreements |
(
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(
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| Proceeds from borrowings of long-term debt and credit agreements |
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| Other debt repayments, net |
(
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(
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| Dividends paid to common shareholders |
(
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(
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| Dividends paid to mandatory convertible preferred shareholders |
(
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| Dividends paid to noncontrolling interests |
(
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| Proceeds from exercise of stock options |
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| Withholding taxes paid on stock-based compensation award distributions |
(
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(
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| Other |
(
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(
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| Net cash (used in) provided by financing activities |
(
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| Net effect of foreign exchange on cash and cash equivalents |
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| Increase in cash and cash equivalents |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See accompanying Notes to the Condensed Consolidated Financial Statements.
8
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1—
Basis of 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 March 31, 2025 and December 31, 2024, our consolidated statements of income, consolidated statements of comprehensive income (loss) and consolidated statements of changes in equity for the three-month periods ended March 31, 2025 and 2024 and our condensed consolidated statements of cash flows for the three-month periods ended March 31, 2025 and 2024. 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, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 12, 2025. The December 31, 2024 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 periods ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.
NOTE 2—
Inventories:
The following table provides a breakdown of inventories at March 31, 2025 and December 31, 2024 (in thousands):
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Finished goods | $ |
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$ |
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Raw materials and work in process
(a)
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| Stores, supplies and other |
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Total
(b)
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$ |
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$ |
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(a)
Includes $
306.1
million and $
290.6
million at March 31, 2025 and December 31, 2024, respectively, of work in process in our Energy Storage segment.
The Company purchases certain of its inventory from its equity method investments (primarily the Windfield Holdings Pty. Ltd. (“Windfield”) joint venture) and eliminates the balance of intra-entity profits on purchases of such inventory that remains unsold at the balance sheet date in Inventories, specifically finished goods and equally reduces Equity in net income of unconsolidated investments (net of tax) on the consolidated statements of income. The balance of intra-entity profits on inventory purchased from equity method investments in Inventories totaled $
68.1
million and $
66.8
million at March 31, 2025 and December 31, 2024, respectively. The intra-entity profit is recognized in Equity in net income of unconsolidated investments (net of tax) in the period that converted inventory is sold to a third-party customer. In the same period, the intra-entity profit is also recognized as higher Cost of goods sold on the consolidated statements of income.
NOTE 3—
Investments:
Unconsolidated Joint Ventures
The following table details the Company’s equity in net income of unconsolidated investments (net of tax) for the three-month periods ended March 31, 2025 and 2024 (in thousands):
|
Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Windfield | $ |
|
$ |
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| Other joint ventures |
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| Total | $ |
|
$ |
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9
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company holds a
49
% equity interest in 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 the Company’s
49
% equity interest in Windfield, which is the Company’s most significant VIE, was $
583.6
million at March 31, 2025 and December 31, 2024. The Company’s unconsolidated VIEs are reported in Investments on the consolidated balance sheets. The Company 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.
The following table summarizes the unaudited results of operations for the Windfield joint venture, which met the significant subsidiary test for subsidiaries not consolidated or 50% or less owned persons under Rule 10-01 of Regulation S-X, for the three-month periods ended March 31, 2025 and 2024 (in thousands):
|
Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Net sales | $ |
|
$ |
|
|||||||
| Gross profit |
|
|
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| Income before income taxes |
|
|
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| Net income |
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Public Equity Securities
Included in the Company’s investments balance are holdings in equity securities of public companies. The fair value is measured using publicly available share prices of the investments, with any changes reported in Other income, net in our consolidated statements of income. During the three-month periods ended March 31, 2025 and 2024, the Company recorded unrealized mark-to-market losses of $
5.0
million and $
9.4
million, respectively, in Other income, net for all public equity securities held at the end of the balance sheet date.
In January 2024, the Company sold equity securities of a public company for proceeds of approximately $
81.5
million. As a result of the sale, the Company realized a loss of $
33.7
million in Other income, net during the three-month period ended March 31, 2024.
Other
As part of the proceeds from the sale of the fine chemistry services (“FCS”) business on June 1, 2021, W.R. Grace & Co. (“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 began accruing payment-in-kind (“PIK”) dividends at an annual rate of
12
% on June 1, 2023. In addition, the preferred equity can be redeemed by Albemarle when the accumulated balance reaches
200
% of the original value. This preferred equity had a fair value of $
320.4
million and $
314.0
million at March 31, 2025 and December 31, 2024, respectively, which is reported in Investments in the consolidated balance sheets.
NOTE 4—
Goodwill and Other Intangibles:
The following table summarizes the changes in goodwill by reportable segment for the three-month period ended March 31, 2025 (in thousands):
| Energy Storage | Specialties | Ketjen | Total | ||||||||||||||||||||
|
Balance at December 31, 2024
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Foreign currency translation adjustments |
|
|
|
|
|||||||||||||||||||
|
Balance at March 31, 2025
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(a) Balance at March 31, 2025 and December 31, 2024 includes an accumulated impairment loss of $
6.8
million from the (“PCS”) reporting unit within the Ketjen segment. As a result, the balance of Ketjen at March 31, 2025 and December 31, 2024 fully consists of goodwill related to the Refining Solutions reporting unit.
10
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
As previously discussed in Part II, Item 8 - Note 1, "Summary of Significant Accounting Policies," of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, if revenue or adjusted EBITDA growth are lower than forecasted, or costs are higher than anticipated, the Company may recognize a non-cash goodwill impairment loss in the Refining Solutions reporting unit within the Ketjen segment.
The following table summarizes the changes in other intangibles and related accumulated amortization for the three-month period ended March 31, 2025 (in thousands):
| Customer Lists and Relationships |
Trade Names and Trademarks
(a)
|
Patents and Technology | Other | Total | |||||||||||||||||||||||||
| Gross Asset Value | |||||||||||||||||||||||||||||
|
Balance at December 31, 2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Foreign currency translation adjustments and other |
|
|
|
|
|
||||||||||||||||||||||||
|
Balance at March 31, 2025
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Accumulated Amortization | |||||||||||||||||||||||||||||
|
Balance at December 31, 2024
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||
| Amortization |
(
|
|
(
|
(
|
(
|
||||||||||||||||||||||||
| Foreign currency translation adjustments and other |
(
|
|
(
|
(
|
(
|
||||||||||||||||||||||||
|
Balance at March 31, 2025
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||
|
Net Book Value at December 31, 2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
|
Net Book Value at March 31, 2025
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
(a) Net Book Value includes only indefinite-lived intangible assets.
NOTE 5—
Long-Term Debt:
Long-term debt at March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
|
|
$ |
|
$ |
|
|||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
| Interest-free loan |
|
|
|||||||||
| Variable-rate foreign bank loans |
|
|
|||||||||
| Finance lease obligations |
|
|
|||||||||
| Other |
|
|
|||||||||
| Unamortized discount and debt issuance costs |
(
|
(
|
|||||||||
| Total long-term debt |
|
|
|||||||||
| Less amounts due within one year |
|
|
|||||||||
| Long-term debt, less current portion | $ |
|
$ |
|
|||||||
11
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 6—
Other Noncurrent Liabilities:
Other noncurrent liabilities consist of the following at March 31, 2025 and December 31, 2024 (in thousands):
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
|
Transition tax on foreign earnings
(a)
|
$ |
|
$ |
|
|||||||
|
|
|
|
|||||||||
| Liabilities related to uncertain tax positions |
|
|
|||||||||
| Executive deferred compensation plan obligation |
|
|
|||||||||
|
Environmental liabilities
(c)
|
|
|
|||||||||
| Asset retirement obligations |
|
|
|||||||||
|
Tax indemnification liability
(d)
|
|
|
|||||||||
| Deferred revenue |
|
|
|||||||||
|
Capital expenditure incentive payables
(e)
|
|
|
|||||||||
|
Other
(f)
|
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
(a)
Noncurrent portion of one-time transition tax on foreign earnings.
(b)
See Note 13, “Leases.”
(c)
See Note 7, “Commitments and Contingencies.”
(d)
Indemnification of certain income and non-income tax liabilities, primarily associated with the Chemetall Surface Treatment entities sold in 2017.
(e)
When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset values, and the underlying assets are recorded in property, plant and equipment.
(f)
No individual component exceeds
5
% of total liabilities.
In the normal course of business, amounts received from customers in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue, and are recognized within Net sales as the Company satisfies the related performance obligation. During the three-month period ended March 31, 2025, the Company received $
350
million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next
5
years. $
21.9
million of deferred revenue is expected to be recognized within Net sales over the next twelve months and is reported in Accrued expenses on the consolidated balance sheet. There was
no
deferred revenue recognized in Net sales during the three-month period ended March 31, 2025.
NOTE 7—
Commitments and Contingencies:
Environmental
The following activity was recorded in environmental liabilities for the three months ended March 31, 2025 (in thousands):
|
Beginning balance at December 31, 2024
|
$ |
|
|||
| Expenditures |
(
|
||||
| Accretion of discount |
|
||||
| Foreign currency translation adjustments and other |
|
||||
|
Ending balance at March 31, 2025
|
|
||||
| Less amounts reported in Accrued expenses |
|
||||
| Amounts reported in Other noncurrent liabilities | $ |
|
|||
12
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Environmental remediation liabilities included discounted liabilities of $
16.8
million at March 31, 2025 and December 31, 2024, discounted at rates with a weighted-average of
4.0
%, and with the undiscounted amount totaling $
34.4
million and $
34.5
million at March 31, 2025 and December 31, 2024, respectively.
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 represent an additional $
40
million before income taxes, in excess of amounts already recorded.
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, 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.
In April 2025, the Company concluded its non-prosecution agreement with the U.S. Department of Justice (“DOJ”) prior to the end of its term in recognition that the terms of the agreement had been satisfied. The non-prosecution agreement was implemented in September 2023 following the Company’s self-reporting of a matter that occurred in 2018.
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, 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 $
11.0
million and $
12.6
million at March 31, 2025 and December 31, 2024, 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 in 2017.
Other
The Company has contracts with certain of its customers which serve as guarantees of 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. The Company is unable to estimate the maximum amount of the potential future liability under performance guarantees. However, the Company accrues for any potential loss for which we believe a future payment is probable and a range of loss can be reasonably estimated. At March 31, 2025, the Company believes its liability under such obligations is immaterial.
13
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 8—
Equity:
Common Stock
On February 27, 2025, the Company’s board of directors declared a cash dividend of $
0.405
per share. This dividend was paid on April 1, 2025 to shareholders of record at the close of business as of March 14, 2025.
Mandatory Convertible Preferred Stock
On March 8, 2024, the Company issued
46,000,000
depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The
2,300,000
shares of Mandatory Convertible Preferred Stock issued had a $
1,000
per share liquidation preference. As a result of this transaction, the Company received cash proceeds of approximately $
2.2
billion, net of underwriting fees and offering costs.
Dividends on the Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as and if declared by the Albemarle board of directors, or an authorized committee thereof, at an annual rate of
7.25
% on the liquidation preference of $
1,000
per share, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. Dividends that are declared on the Mandatory Convertible Preferred Stock will be payable quarterly to the holders of record on the February 15, May 15, August 15 and November 15 of each year, immediately preceding the relevant dividend payment date, whether or not such holders convert their Depositary Shares, or such Depositary Shares are automatically converted, after a record date and on or prior to the immediately succeeding dividend payment date. The Company paid cash dividends in March 2025, and are expected to pay subsequent cash dividends, of $
18.125
per share of Mandatory Convertible Preferred Stock. Dividends are expected to be paid on March 1, June 1, September 1 and December 1 of each year ending on, and including, March 1, 2027.
The Company may not redeem the shares of the Mandatory Convertible Preferred Stock. However, at its option, the Company may purchase the Mandatory Convertible Preferred Stock from time to time on the open market, by tender offer, exchange offer or otherwise.
Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be March 1, 2027, into between
7.618
shares and
9.140
shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock (the “Certificate of Designations”). The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the
20
consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 1, 2027.
Holders of shares of Mandatory Convertible Preferred Stock have the option to convert all or any portion of their shares of the Mandatory Convertible Preferred Stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends as described in the Certificate of Designations.
If a Fundamental Change, as defined in the Certificate of Designations, occurs on or prior to March 1, 2027, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their Mandatory Convertible Preferred Stock at the fundamental change conversion rate, as defined in the Certificate of Designations, as for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.
There were
2,300,000
shares of Mandatory Convertible Preferred Stock issued and outstanding at March 31, 2025.
14
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Accumulated Other Comprehensive Loss
The components and activity in Accumulated other comprehensive loss (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||
| Foreign Currency Translation and Other |
Cash Flow Hedge
(a)
|
Total | Foreign Currency Translation and Other |
Cash Flow Hedge
(a)
|
Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications |
|
(
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax |
|
(
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Balance, end of period | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||||
(a)
We previously entered into a foreign currency forward contract, which was designated and accounted for as a cash flow hedge under ASC 815,
Derivatives and Hedging
. During 2024, the Company dedesignated the remaining foreign currency forward contracts accounted for as cash flow hedges. The related loss was reclassified to Other income, net during the three-month period ended March 31, 2024. The balance of the settled hedged foreign currency forward contracts will be reclassified to earnings over the life of the related assets. See Note 9, “Restructuring Charges and Asset Write-offs,” and Note 14, “Fair Value of Financial Instruments,” for additional information.
The amount of income tax (expense) benefit allocated to each component of Other comprehensive income (loss) for the three-month periods ended March 31, 2025 and 2024 is provided in the following tables (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||
| Foreign Currency Translation and Other | Cash Flow Hedge | Total | Foreign Currency Translation and Other | Cash Flow Hedge | Total | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||||
| Income tax (expense) benefit |
(
|
|
(
|
(
|
|
|
|||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||||
NOTE 9—
Restructuring Charges and Asset Write-offs:
Second Half 2024 Restructuring
In July 2024, the Company announced a comprehensive review of its cost and operating structure to proactively respond to ongoing industry headwinds, particularly in the lithium value chain, and to maintain a competitive position. As part of this review, the Company made the decision to stop construction of Kemerton Train 3 in Western Australia, and put Kemerton Train 2 into care and maintenance, as the Company determined the current lithium price environment makes it less economical to expand conversion in Australia. Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts. Subsequently, in early 2025, the Company announced its additional decision to put the Chengdu, China conversion plant into care and maintenance by mid-year 2025. Production from the Chengdu site will be transferred to another processing facility in China.
The Company’s actions regarding Kemerton are part of a broader effort focused on preserving its world-class resource advantages, optimizing its global conversion network, improving the Company’s cost competitiveness and efficiency by
15
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
lowering operating costs, reducing capital intensity and enhancing the Company’s financial flexibility. As part of this effort, effective November 1, 2024, the Company transitioned its operating structure to a fully integrated functional model (excluding Ketjen) from a global business unit model. As a result, the Company implemented a global workforce reduction that impacted
6
-
7
% of total headcount during the second half of 2024.
Since inception the Company has recorded charges for this plan consisting of asset write-offs of $
725.7
million, severance and employee benefits of $
52.9
million, contract cancellation costs of $
35.5
million and other (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $
36.2
million. Charges related to Second Half 2024 Restructuring were primarily recorded in the Energy Storage segment, with the exception of severance and employee benefits, which were recorded globally in Corporate and all segments. The Company expects to record additional decommissioning costs related to the Second Half 2024 Restructuring in the range of $
20
million to $
25
million for the remainder of 2025, after which the Company expects the actions to be substantially completed.
First Half 2024 Restructuring
In January 2024, the Company announced measures to unlock near-term cash flow and generate long-term financial flexibility by re-phasing organic growth investments and optimizing its cost structure. As part of these measures, during the second quarter of 2024, the Company indefinitely suspended construction of Kemerton Train 4, as well as deferred spending and investments with respect to certain other capital projects, primarily within the Energy Storage segment. In addition, the Company recorded severance costs for employees in Corporate and each of the businesses as part of these announced measures. As a result, since inception the Company has recorded charges for this plan consisting of asset write-offs of $
280.6
million, severance and employee benefits of $
18.9
million, contract cancellation costs of $
24.9
million and other (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $
5.4
million. No further costs associated with the First Half 2024 Restructuring are expected to be recorded as this restructuring plan was completed in the first half of 2024.
Detail of Restructuring Charges and Reserves
The following table provides details of our restructuring related charges for the three-month periods ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||
|
Asset Write-offs
(a)
|
Severance and Employee Benefits
(b)
|
Contract Cancellation Costs
(c)
|
Other
(d)
|
Total | |||||||||||||||||||||||||
|
Second Half 2024 Restructuring
(e)
|
(
|
|
(
|
|
(
|
||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||
|
Asset Write-offs
(a)
|
Severance and Employee Benefits
(b)
|
Contract Cancellation Costs
(c)
|
Other
(d)
|
Total | |||||||||||||||||||||||||
|
First Half 2024 Restructuring
(e)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
(a) In the first quarter of 2025, the Company received proceeds for certain Kemerton equipment and updated its estimates concerning the progress of construction activities and related contractual obligations, resulting in a favorable adjustment of asset write-offs. This favorable adjustment to asset write-off charges was recorded in Restructuring charges and asset write-offs.
(b) Severance and employee benefit charges for global employees terminated during the various restructuring programs were recorded in Restructuring charges and asset write-offs.
(c) Includes cancellation fees for contractors and required payments under take or pay contracts. In the first quarter of 2025, the Company successfully negotiated revised contract cancellation costs with key suppliers to result in a favorable adjustment. All contract cancellation costs and favorable adjustments were recorded in Restructuring charges and asset write-offs.
(d) Other includes costs to put Kemerton Train 2 and the Chengdu, China conversion plant into care and maintenance and similar restructuring costs, and are recorded in Restructuring charges and asset write-offs. In addition, Other also includes the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss. $
0.2
million recorded in Other income, net for the three-month period ended March 31, 2025 related to the Second Half 2024 Restructuring and $
2.7
million recorded in Other income, net for the three-month period ended March 31, 2024 related to the First Half 2024 Restructuring.
(e) Severance and employee benefits related to Corporate and all segments. All other restructuring costs were primarily recorded in the Energy Storage segment.
16
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables summarize the changes in restructuring liabilities for the three-month period ended March 31, 2025 (in thousands):
| Second Half 2024 Restructuring | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs | Other | Total | ||||||||||||||||||||||||
|
Beginning balance at December 31, 2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Change in estimate
(a)
|
(
|
(
|
(
|
|
(
|
||||||||||||||||||||||||
| Cash payments |
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||||
| Asset write-off/hedge dedesignation |
|
|
|
(
|
|
||||||||||||||||||||||||
| Foreign currency translation adjustments |
|
|
|
|
|
||||||||||||||||||||||||
|
Ending balance at March 31, 2025
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| First Half 2024 Restructuring | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs | Other | Total | ||||||||||||||||||||||||
|
Beginning balance at December 31, 2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Cash payments |
|
|
(
|
|
(
|
||||||||||||||||||||||||
|
Ending balance at March 31, 2025
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
(a) In the first quarter of 2025, the Company received proceeds for certain Kemerton equipment and updated its estimates concerning the progress of construction activities and related contractual obligation, as well as updated estimates of severance charges in the U.S., resulting in a favorable adjustment of asset write-offs and severance and employee benefits. Additionally, the Company successfully negotiated revised contract cancellation costs with key suppliers to result in a favorable adjustment of the restructuring related charges.
(b) Approximately $
30.3
million of the remaining balance is expected to be paid in the next twelve months and are recorded in Accrued expenses as of March 31, 2025. $
12.4
million of the liability is recorded in Other noncurrent liabilities as of March 31, 2025, and relates to certain take or pay liabilities that will be paid in line with the terms of the original contract through 2027.
NOTE 10—
Pension Plans and Other Postretirement Benefits:
The components of pension and postretirement benefits cost (credit) for the three-month periods ended March 31, 2025 and 2024 were as follows (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Pension Benefits Cost (Credit): | |||||||||||
| Service cost | $ |
|
$ |
|
|||||||
| Interest cost |
|
|
|||||||||
| Expected return on assets |
(
|
(
|
|||||||||
| Amortization of prior service benefit |
|
|
|||||||||
| Total net pension benefits cost | $ |
|
$ |
|
|||||||
| Postretirement Benefits Cost: | |||||||||||
| Service cost | $ |
|
$ |
|
|||||||
| Interest cost |
|
|
|||||||||
| Total net postretirement benefits cost | $ |
|
$ |
|
|||||||
| Total net pension and postretirement benefits cost | $ |
|
$ |
|
|||||||
All components of net benefit cost, other than service cost, are included in Other income, net on the consolidated statements of income.
During the three-month periods ended March 31, 2025 and 2024, the Company made contributions of $
5.2
million and $
4.8
million, respectively, to its qualified and nonqualified pension plans and the U.S. postretirement benefit plan.
17
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 11—
Income Taxes:
The effective income tax rates for the three-month period ended March 31, 2025 was
21.0
% compared to
2.2
% for the three-month period ended March 31, 2024. The Company’s effective income tax rate fluctuates based on, among other factors, the amount and location of income. The increased effective tax rate in the three-month period ended March 31, 2025, compared to the three-month periods ended March 31, 2024, was due to higher 2025 earnings in various jurisdictions. The Company’s effective income tax rate for the three-month periods ended March 31, 2025 was in line with the U.S. federal statutory income tax rate of
21
% due to the net impact of the location in which income was earned, including the impact of valuation allowances for losses in the Company’s consolidated Australian entities and certain entities in China, and an uncertain tax position recorded in Chile. The difference between the U.S. federal statutory income tax rate of
21
% and the Company’s effective income tax rate for the three-month period ended March 31, 2024 was impacted by a variety of factors, primarily the location in which income was earned, including the valuation allowance for losses in certain entities in China, the global intangible low-taxed income inclusion, and a reduction to an uncertain tax position recorded in Chile.
NOTE 12—
Earnings Per Share:
Basic and diluted loss per share for the three-month periods ended March 31, 2025 and 2024 are calculated as follows (in thousands, except per share amounts):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Basic loss per share | |||||||||||
| Numerator: | |||||||||||
| Net income attributable to Albemarle Corporation | $ |
|
$ |
|
|||||||
| Mandatory convertible preferred stock dividends |
(
|
(
|
|||||||||
| Net loss attributable to Albemarle Corporation common shareholders | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Weighted-average common shares for basic loss per share |
|
|
|||||||||
| Basic loss per share | $ |
(
|
$ |
(
|
|||||||
| Diluted loss per share | |||||||||||
| Numerator: | |||||||||||
| Net income attributable to Albemarle Corporation | $ |
|
$ |
|
|||||||
| Mandatory convertible preferred stock dividends |
(
|
(
|
|||||||||
| Net loss attributable to Albemarle Corporation common shareholders | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Weighted-average common shares for diluted loss per share |
|
|
|||||||||
| Diluted loss per share | $ |
(
|
$ |
(
|
|||||||
The following table summarizes the number of shares, calculated on a weighted average basis, not included in the computation of diluted earnings per share because their effect would have been anti-dilutive (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Shares assuming the conversion of the mandatory convertible preferred stock |
|
|
|||||||||
| Shares under the stock compensation plans |
|
|
|||||||||
NOTE 13—
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.
18
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
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.
The following table provides details of our lease contracts for the three-month periods ended March 31, 2025 and 2024 (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Operating lease cost | $ |
|
$ |
|
|||||||
| Finance lease cost: | |||||||||||
| Amortization of right of use assets |
|
|
|||||||||
| Interest on lease liabilities |
|
|
|||||||||
| Total finance lease cost |
|
|
|||||||||
| Short-term lease cost |
|
|
|||||||||
| Variable lease cost |
|
|
|||||||||
| Total lease cost | $ |
|
$ |
|
|||||||
Supplemental cash flow information related to our lease contracts for the three-month periods ended
March 31, 2025
and
2024
is as follows (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ |
|
$ |
|
|||||||
| Operating cash flows from finance leases |
|
|
|||||||||
| Financing cash flows from finance leases |
|
|
|||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases |
|
|
|||||||||
19
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at
March 31, 2025
and December 31, 2024 is as follows (in thousands, except as noted):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Operating leases: | |||||||||||
| Other assets | $ |
|
$ |
|
|||||||
| Accrued expenses |
|
|
|||||||||
| Other noncurrent liabilities |
|
|
|||||||||
| Total operating lease liabilities |
|
|
|||||||||
| Finance leases: | |||||||||||
| Net property, plant and equipment |
|
|
|||||||||
| Current portion of long-term debt |
|
|
|||||||||
| Long-term debt |
|
|
|||||||||
| Total finance lease liabilities |
|
|
|||||||||
| Weighted average remaining lease term (in years): | |||||||||||
| Operating leases |
|
|
|||||||||
| Finance leases |
|
|
|||||||||
| Weighted average discount rate (%): | |||||||||||
| Operating leases |
|
% |
|
% | |||||||
| Finance leases |
|
% |
|
% | |||||||
Maturities of lease liabilities at March 31, 2025 were as follows (in thousands):
| Operating Leases | Finance Leases | ||||||||||
| Remainder of 2025 | $ |
|
$ |
|
|||||||
| 2026 |
|
|
|||||||||
| 2027 |
|
|
|||||||||
| 2028 |
|
|
|||||||||
| 2029 |
|
|
|||||||||
| Thereafter |
|
|
|||||||||
| Total lease payments |
|
|
|||||||||
| Less imputed interest |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
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.
20
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
|
Recorded
Amount |
Fair Value |
Recorded
Amount |
Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Long-term debt | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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 Accounting Standards Codification (“ASC”) 815,
Derivatives and Hedging
. As a result of the actions taken at Kemerton Trains 3 and 4 during 2024, the Company dedesignated the remaining hedged foreign currency forward contracts. The Company recorded a loss in Other income, net of $
0.2
million during the three-month period ended March 31, 2025 from the reclassification of the hedged balance from Accumulated other comprehensive loss. The balance of the settled hedged foreign currency forward contracts associated with the construction of Kemerton Trains 1 and 2 assets placed into service will be reclassified to earnings over the life of the related assets.
In connection with our risk management strategies, we also enter into other derivative financial instruments that have not been designated as hedging instruments under ASC 815,
Derivatives and Hedging.
These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. At March 31, 2025 and December 31, 2024, we had outstanding non-designated derivative financial instruments with notional values totaling $
6.5
billion and $
6.9
billion, respectively. The non-designated derivative financial instruments are primarily comprised of foreign currency forward contracts that attempt to minimize the financial impact of changes in foreign currency exchange rates. The fair values of our non-designated foreign currency forward contracts are estimated based on current settlement values. At March 31, 2025, these foreign currency forward contracts hedge our exposure to various currencies including the Chinese Renminbi, Euro and Australian Dollar.
The following table summarizes the fair value of our derivative financial instruments included in the consolidated balance sheets as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| Not designated as hedging instruments | |||||||||||||||||||||||
| Other current assets | $ |
|
$ | — | $ |
|
$ | — | |||||||||||||||
| Accrued expenses | — |
|
— |
|
|||||||||||||||||||
| Other noncurrent liabilities | — |
|
— |
|
|||||||||||||||||||
| Total not designated as hedging instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table summarizes the net (losses) gains recognized for our derivative financial instruments during the three-month periods ended March 31, 2025 and 2024 (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Designated as hedging instruments | |||||||||||
|
Loss recognized in Other comprehensive income (loss)
|
$ |
(
|
$ |
(
|
|||||||
|
Loss recognized in Other income, net
|
$ |
(
|
$ |
(
|
|||||||
| Not designated as hedging instruments | |||||||||||
|
Gain recognized in Other income, net
(a)
|
$ |
|
$ |
|
|||||||
(a) Fluctuations in the value of our foreign currency forward contracts not designated as hedging instruments are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other income, net.
In addition, for the three-month periods ended March 31, 2025 and 2024, we recorded net cash receipts of $
50.3
million and $
14.5
million, respectively, in Other, net, in our condensed consolidated statements of cash flows.
21
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Unrealized gains and losses related to the cash flow hedges will be reclassified to earnings over the 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.
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 | ||||
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 March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | 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: | |||||||||||||||||||||||
|
Available for sale debt securities
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Investments under executive deferred compensation plan
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Public equity securities
(c)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Private equity securities measured at net asset value
(d)(e)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Derivative financial instruments
(f)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
|
Obligations under executive deferred compensation plan
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Derivative financial instruments
(f)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
22
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| December 31, 2024 | 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: | |||||||||||||||||||||||
|
Available for sale debt securities
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Investments under executive deferred compensation plan
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Public equity securities
(c)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Private equity securities measured at net asset value
(d)(e)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Derivative financial instruments
(f)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
|
Obligations under executive deferred compensation plan
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Derivative financial instruments
(f)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(a)
Preferred equity of a Grace subsidiary acquired as a portion of the proceeds of the FCS sale on June 1, 2021. 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.
(c)
Holdings in equity securities of public companies reported in Investments in the consolidated balance sheets. The fair value is measured using publicly available share prices of the investments, and as a result these balances are classified within Level 1. Any changes are reported in Other income, net in our consolidated statements of income. See Note 3, “Investments,” for further details.
(d)
Primarily consists of private equity securities reported in Investments in the consolidated balance sheets. The changes in fair value are reported in Other income, net in our consolidated statements of income.
(e)
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.
(f)
The derivative financial instruments are primarily comprised of foreign currency forward contracts. 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.
The following table sets 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, 2024
|
$ |
|
|||
| PIK dividends |
|
||||
| Cash received for tax liability |
(
|
||||
|
Ending balance at March 31, 2025
|
$ |
|
|||
23
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 16—
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
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Sales to unconsolidated affiliates | $ |
|
$ |
|
|||||||
|
Purchases from unconsolidated affiliates
(a)
|
$ |
|
$ |
|
|||||||
(a)
Purchases from unconsolidated affiliates primarily relate to spodumene purchased from the Company’s 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):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Receivables from unconsolidated affiliates | $ |
|
$ |
|
|||||||
|
Payables to unconsolidated affiliates
(a)
|
$ |
|
$ |
|
|||||||
(a)
Payables to unconsolidated affiliates primarily relate to spodumene purchased from the Company’s Windfield joint venture under normal payment terms.
NOTE 17—
Segment Information:
The Company has
three
operating and reportable segments, which are: (1) Energy Storage; (2) Specialties; and (3) Ketjen. The segments are organized based on their similar markets, customers, economic characteristics and production processes. The organizational structure 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 Chairman, President and Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), to evaluate performance and make resource allocation decisions.
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 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 CODM uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments performance. In addition, the CODM 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’s definition of adjusted EBITDA is earnings before interest and financing expenses, income tax expenses, the proportionate share of Windfield income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items 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 and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company’s credit agreement, which is a material agreement for the Company and aligns the information presented to various stakeholders.
24
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
See below for a reconciliation of segment Net sales to adjusted EBITDA by segment showing significant segment expenses regularly reviewed by the CODM for the three-month periods ended March 31, 2025 and 2024 (in thousands):
| Energy Storage | Specialties | Ketjen | Total Segments | ||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
|
Net sales
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Cost of goods sold
(b)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Selling, general and administrative expenses
(b)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Other segment items
(c)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Equity in net income of unconsolidated investments
(d)
|
|
|
|
|
|||||||||||||||||||
| Net income attributable to noncontrolling interests |
|
(
|
|
(
|
|||||||||||||||||||
| Adjusted EBITDA by segment | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
|
Net sales
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Cost of goods sold
(b)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Selling, general and administrative expenses
(b)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Other segment items
(c)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Equity in net income of unconsolidated investments
(d)
|
|
|
|
|
|||||||||||||||||||
| Net income attributable to noncontrolling interests |
|
(
|
|
(
|
|||||||||||||||||||
| Adjusted EBITDA by segment | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(a)
Intersegment sales are not considered material.
(b)
The significant expense categories and amounts align with the segment information that is regularly provided to the CODM. Excludes depreciation and amortization, and non-operating, non-recurring or unusual items as described in the reconciliation of total segment adjusted EBITDA to consolidated Net income attributable to Albemarle Corporation below.
(c)
Other segment items are comprised of Research and development expenses excluding depreciation and amortization.
(d)
Excludes Albemarle’s
49
% ownership interest in the income tax expense of the Windfield joint venture.
The Company reconciles the total segment adjusted EBITDA to the consolidated Net income attributable to Albemarle Corporation given the impact of equity in net income from unconsolidated investments, the majority of which relates to the Windfield joint venture. This reconciliation reflects the strategic and operational significance of the Company’s joint ventures and aligns with our allocation of equity in net income from unconsolidated investments at the segment level, representing each segment's contribution to the Company's overall financial performance. See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income attributable to Albemarle Corporation (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Total segment adjusted EBITDA | $ |
|
$ |
|
|||||||
| Corporate expenses, net |
(
|
|
|||||||||
| Depreciation and amortization |
(
|
(
|
|||||||||
| Interest and financing expenses |
(
|
(
|
|||||||||
| Income tax benefit |
|
|
|||||||||
|
Proportionate share of Windfield income tax expense
(a)
|
(
|
(
|
|||||||||
|
Acquisition and integration related costs
(b)
|
(
|
(
|
|||||||||
|
Restructuring charges and asset write-offs
(c)
|
|
(
|
|||||||||
| Non-operating pension and OPEB items |
(
|
|
|||||||||
|
Loss in fair value of public equity securities
(d)
|
(
|
(
|
|||||||||
|
Other
(e)
|
|
|
|||||||||
| Net income attributable to Albemarle Corporation | $ |
|
$ |
|
|||||||
(a)
Albemarle’s
49
% ownership interest in the reported income tax expense of the Windfield joint venture.
25
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(b)
Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in Selling, general and administrative expenses (“SG&A”).
(c)
See Note 9, “Restructuring Charges and Asset Write-offs,” for further details.
(d)
Represents the net change in fair value of investments in public equity securities for the three-month period ended March 31, 2025, recorded in Other income, net. The three-month period ended March 31, 2024 included losses of $
9.4
million and $
33.7
million, recorded in Other income, net, resulting from the net change in fair value of investments in public equity securities and the sale of investments in public equity securities, respectively.
(e)
Included amounts for the three months ended March 31, 2025 recorded in:
•
SG&A - $
3.2
million of gains from the sale of assets at a site not part of our production operations, partially offset by $
0.6
million of expenses related to certain historical legal matters.
•
Other income, net - $
9.8
million of income from PIK dividends of preferred equity in a Grace subsidiary and a $
1.9
million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses, partially offset by $
1.9
million of charges for asset retirement obligations at a site not part of our operations.
Included amounts for the three months ended March 31, 2024 recorded in:
•
Cost of goods sold - $
1.4
million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•
SG&A - $
0.1
million of expenses related to certain historical legal matters.
•
Other income, net - $
17.3
million gain primarily from the sale of assets at a site not part of our operations, $
8.7
million of income from PIK dividends of preferred equity in a Grace subsidiary and a $
2.4
million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses, partially offset by $
2.9
million of charges for asset retirement obligations at a site not part of our operations.
Total assets and investments in equity method investees by segment at March 31, 2025 and December 31, 2024 were as follows (in thousands):
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets: | |||||||||||
| Energy Storage | $ |
|
$ |
|
|||||||
| Specialties |
|
|
|||||||||
| Ketjen |
|
|
|||||||||
| Total segment assets |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| Total assets | $ |
|
$ |
|
|||||||
| Investments in equity method investees: | |||||||||||
| Energy Storage | $ |
|
$ |
|
|||||||
| Ketjen |
|
|
|||||||||
| Total investments in equity method investees | $ |
|
$ |
|
|||||||
26
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Additional segment information for the three-month periods ended March 31, 2025 and 2024 was as follows (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Depreciation and amortization: | |||||||||||
| Energy Storage | $ |
|
$ |
|
|||||||
| Specialties |
|
|
|||||||||
| Ketjen |
|
|
|||||||||
| Total segment depreciation and amortization |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| Total depreciation and amortization | $ |
|
$ |
|
|||||||
| Equity in net income of unconsolidated investments (net of tax): | |||||||||||
| Energy Storage | $ |
|
$ |
|
|||||||
| Ketjen |
|
|
|||||||||
| Total segment equity in net income of unconsolidated investments (net of tax) |
|
|
|||||||||
|
Corporate
(a)
|
|
|
|||||||||
| Total equity in net income of unconsolidated investments (net of tax) | $ |
|
$ |
|
|||||||
| Capital expenditures: | |||||||||||
| Energy Storage | $ |
|
$ |
|
|||||||
| Specialties |
|
|
|||||||||
| Ketjen |
|
|
|||||||||
| Total segment capital expenditures |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| Total capital expenditures | $ |
|
$ |
|
|||||||
(a)
Corporate equity in net income of unconsolidated investments (net of tax) relates to foreign exchange gains or losses from the Windfield joint venture.
NOTE 18—
Supplemental Cash Flow Information:
Supplemental information related to the condensed consolidated statements of cash flows is as follows (in thousands):
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental non-cash disclosure related to investing and financing activities: | |||||||||||
| Capital expenditures included in Accounts payable | $ |
|
$ |
|
|||||||
|
Common stock issued for annual incentive bonus plan
(a)
|
|
|
|||||||||
(a)
During the three-month period ended March 31, 2024, the Company issued
95,003
shares of common stock to certain employees in lieu of cash as payment of a portion of their 2023 annual incentive bonus plan.
Noncurrent liability changes and other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the three-month period ended March 31, 2025 included the receipt of a $
350.0
million customer prepayment. See Note 6, “Other Noncurrent Liabilities,” for further details.
NOTE 19—
Recently Issued or Adopted Accounting Pronouncements:
In August 2023, the FASB issued guidance which will require a joint venture to recognize and initially measure its assets, including goodwill, and liabilities using a new basis of accounting upon formation. Initial measurement of a joint venture’s total net assets will be equal to the fair value of one hundred percent of the joint venture’s equity. In addition, a joint venture will be permitted to apply the measurement period guidance of ASC 805-10 if the initial accounting for the joint venture formation is
27
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
incomplete by the end of the reporting period in which the formation occurs. This guidance is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company currently does not expect this guidance to have a significant impact on its consolidated financial statements.
In November 2023, the FASB issued guidance to update qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted this guidance and provided the required disclosures in this Quarterly Report on Form 10-Q. See Note 17, “Segment Information,” for further details.
In December 2023, the FASB issued guidance to require qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.
In November 2024, the FASB issued guidance to require tabular disclosures disaggregating certain types of expenses presented on the income statement within continuing operations, as well as disclosures about selling expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.
28
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | ||||
Forward-looking Statements
Some of the information presented in this Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We have used words such as “ambition,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “should,” “would,” “will” and variations of such words and similar expressions to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results and expectations expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include, without limitation, information related to:
•
changes in economic and business conditions;
•
product development;
•
changes in financial and operating performance of our major customers and industries and markets served by us;
•
the timing of orders received from customers;
•
the gain or loss of significant customers;
•
fluctuations in lithium market pricing, which could impact our revenues and profitability particularly due to our increased exposure to index-referenced and variable-priced contracts for battery grade lithium sales;
•
inflationary trends in our input costs, such as raw materials, transportation and energy, and their effects on our business and financial results;
•
changes with respect to contract renegotiations;
•
potential production volume shortfalls;
•
competition from other manufacturers;
•
changes in the demand for our products or the end-user markets in which our products are sold;
•
limitations or prohibitions on the manufacture and sale of our products;
•
availability of raw materials;
•
increases in the cost of raw materials and energy, and our ability to pass through such increases to our customers;
•
technological change and development;
•
changes in our markets in general;
•
fluctuations in foreign currencies;
•
changes in laws and government regulation impacting our operations or our products;
•
changes in trade policies and tariffs;
•
the occurrence of regulatory actions, proceedings, claims or litigation (including with respect to the U.S. Foreign Corrupt Practices Act and foreign anti-corruption laws);
•
the occurrence of cyber-security breaches, terrorist attacks, industrial accidents or natural disasters;
•
the effects of climate change, including any regulatory changes to which we might be subject;
•
hazards associated with chemicals manufacturing;
•
the inability to maintain current levels of insurance, including product or premises liability insurance, or the denial of such coverage;
•
political unrest affecting the global economy, including adverse effects from terrorism or hostilities;
•
political instability affecting our manufacturing operations or joint ventures;
•
changes in accounting standards;
•
the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs;
•
changes in the jurisdictional mix of our earnings and changes in tax laws and rates or interpretation;
29
•
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;
•
the ability to apply for and obtain government funding to support new operations;
•
volatility and uncertainties in the debt and equity markets;
•
technology or intellectual property infringement, including cyber-security breaches, and other innovation risks;
•
decisions we may make in the future;
•
future acquisition and divestiture transactions, including the ability to successfully execute, operate and integrate acquisitions and divestitures and incurring additional indebtedness;
•
expected benefits and expenses related to our new operating structure and asset optimization activities;
•
timing of active and proposed restructuring and cost optimization projects;
•
impact of any future pandemics;
•
impacts of the situation in the Middle East and the military conflict between Russia and Ukraine, and the global response to it;
•
performance of our partners in joint ventures and other projects;
•
changes in credit ratings; and
•
the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”).
These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. The following discussion should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.
The following is a discussion and analysis of our results of operations for the three-month periods ended March 31, 2025 and 2024. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading, “Financial Condition and Liquidity.”
Overview
We are a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health. Our purpose is to enable a more resilient world. We partner to pioneer new ways to move, power, connect, and protect. The end markets we serve include grid storage, automotive, aerospace, conventional energy, electronics, construction, agriculture and food, pharmaceuticals and medical devices. We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and planet will enable us to maintain a leading position in the industries in which we operate.
Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, cost discipline, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings. We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace to contribute to our sustainability-based revenue. For example, our Energy Storage business contributes to the growth of clean miles driven with electric vehicles and more efficient use of renewable energy through grid storage; Specialties enables the prevention of fires starting in electronic equipment, greater fuel efficiency from rubber tires and the reduction of emissions from coal fired power plants; and our Ketjen business enhances the efficiency of natural resources through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly fuels, and reduced emissions through cleaner transportation fuels. 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.
First Quarter 2025
During the first quarter of 2025:
•
Our board of directors declared a quarterly dividend of $0.405 per share on February 27, 2025, which was paid on April 1, 2025 to common shareholders of record at the close of business as of March 14, 2025.
•
In January 2025 the Company received $350 million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next 5 years.
30
•
We recorded net sales of $1.1 billion the first three months of 2025; Specialties volumes grew by 11% year-over-year; adjusted EBITDA improved year-over-year in both Specialties and Ketjen.
•
Cash flows from operations during the first three months of 2025 were $545.4 million, an increase of 457% from the prior year.
Outlook
The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, we believe that the global market for lithium battery and energy storage, particularly for electric vehicles (“EV”), remains strong, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as trade policies and tariffs, slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. During the course of 2023 and 2024, lithium index pricing dropped significantly. Amidst these dynamics, and despite recent downward lithium price pressure, we believe our long-term business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio primarily through pricing and product development, managing costs and delivering value to our customers and shareholders. We believe that our businesses remain well-positioned to capitalize on new business opportunities and long-term trends driving growth within our end markets and to respond quickly to changes in economic conditions in these markets.
In order to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities and reducing planned capital expenditures. As part of these actions, we announced a new operating structure, effective November 1, 2024, that transitioned from two core global business units to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness. We continue to report results across our three existing operating segments of Energy Storage, Specialties and Ketjen. If lithium index pricing trends further downward or remains at low levels for an extended time, we may need to take additional measures to support growth and financial flexibility, including further restructuring actions.
The Company continues to monitor the potential impact of tariffs proposed or imposed by the U.S. and internationally. At this time we do not expect a material, direct impact to our financial statements from the tariffs announced to date. Energy Storage potential direct exposure is expected to be minimal as most of our China production is sold into China or other Asian countries, and some critical materials are fully or partially exempt from tariffs in their currently proposed form. While there may be an impact to the Specialties and Ketjen businesses, we do not expect it to be material due to our global footprint and planned mitigation actions. In addition, relating to the current situation in the Middle East, our business operations have continued as normal with some shipping and raw material delays. We are monitoring the situation and will continue to make efforts to protect the safety of our employees and the health of our business.
Energy Storage:
We expect Energy Storage net sales and profitability to decrease year-over-year in 2025 as lithium market prices are at lower levels compared to 2024. Because many of our contracts are index-referenced and variable-priced, our business is generally aligned with changes in market and index pricing. As a result, increases or further decreases in lithium market pricing could have a material impact on our results. We expect sales volume to be flat to slightly higher than prior year driven as we ramp up production from our Meishan, China production facility and decrease reliance on tolling arrangements. We could record inventory valuation charges in 2025 if lithium prices continue to deteriorate during the projected period of conversion and sale. Global EV sales are expected to continue to increase over the prior year, driving continued demand for lithium batteries.
As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, we have stopped construction of the Kemerton Trains 3 and 4. In addition, we have put Kemerton Train 2 and the Chengdu, China conversion facilities into care and maintenance. Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts. Production from the Chengdu site will be transferred to another processing facility in China.
On a longer-term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid EVs and full battery EVs increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium-ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers and automotive OEMs and favorable global public policy toward e-mobility/renewable energy usage. Our outlook is also bolstered by long-term supply agreements with key strategic customers,
31
reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution.
Specialties:
We expect both net sales and profitability to be higher in 2025 year-over-year as we recover from reduced customer demand in certain markets, including consumer and industrial electronics. In addition, we expect to maintain strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.
On a longer-term basis, we continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for fire safety, bromine and lithium specialties products. We are focused on profitably growing our globally competitive production networks to serve all major bromine and lithium specialties consuming products and markets. The combination of our solid, long-term business fundamentals, strong cost position, product innovations and effective management of raw material costs should enable us to manage our business through end-market challenges and to capitalize on opportunities that are expected with favorable market trends in select end markets.
Ketjen:
Total Ketjen results in 2025 are expected to increase year-over-year due to higher revenues. The fluidized catalytic cracking (“FCC”) market is expected to remain stable. Hydroprocessing catalysts (“HPC”) demand is project-driven, based on the refineries taking turnarounds.
On a longer-term basis, we believe increased global demand for transportation fuels, new refinery start-ups, ongoing adoption of cleaner fuels and the continuous growth in chemical derivatives from petroleum products will be the primary drivers of growth in our Ketjen business. We believe delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry. We also believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the world.
Corporate:
We continue to focus on cash generation, working capital management and process efficiencies. We expect our global effective tax rate will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the United States. In 2024, we took actions as part of an effort that will focus on preserving our world-class resource advantages, optimizing our global conversion network, improving our cost competitiveness and efficiency, reducing capital intensity and enhancing our financial flexibility. As part of these measures, we stopped construction or deferred spending on certain capital projects, such as the Kemerton conversion plant noted above. In addition, we will incur severance and other restructuring charges associated with the Company’s transition to a new fully integrated functional operating model.
From time to time, we may evaluate the merits of any opportunities that may arise for acquisitions or other business development activities that will complement our business footprint. 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. Certain percentage changes are considered not meaningful (“NM”).
First Quarter 2025 Compared to First Quarter 2024
Net Sales
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 1,076,881 | $ | 1,360,736 | $ | (283,855) | (21) | % | |||||||||||||||
|
•
$288.1 million decrease primarily attributable to lower lithium carbonate and hydroxide market pricing in Energy Storage
•
$14.3 million increase attributable to higher sales volume, primarily in Specialties
•
$10.1 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
32
Gross Profit
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Gross profit | $ | 156,299 | $ | 38,938 | $ | 117,361 | 301 | % | |||||||||||||||
| Gross profit margin | 14.5 | % | 2.9 | % | |||||||||||||||||||
|
▪
Lower average input costs, driven by lower lithium market pricing dynamics in Energy Storage. The lower cost of goods sold of spodumene purchased from Windfield is offset in the equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party customers
▪
Higher sales volume in Specialties
▪
Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
Selling, General and Administrative (“SG&A”) Expenses
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 123,502 | $ | 161,376 | $ | (37,874) | (23) | % | |||||||||||||||
| Percentage of Net sales | 11.5 | % | 11.9 | % | |||||||||||||||||||
|
▪
Reduced expenses as part of cost reduction efforts, including compensation costs, outside services and travel and entertainment costs
|
|||||||||||||||||||||||
Restructuring Charges and Asset Write-Offs
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Restructuring charges and asset write-offs | $ | (1,063) | $ | 33,536 | $ | (34,599) | NM | ||||||||||||||||
|
•
In 2025, we recorded proceeds for certain Kemerton equipment, and updated its estimates concerning the progress of construction activities and related contractual obligations, resulting in a favorable adjustment of asset write-offs. Additionally, the Company successfully negotiated revised contract cancellation costs with key suppliers to result in a favorable adjustment of the restructuring related charges
•
Favorable adjustments in 2025 were partially offset by additional severance and employee benefit charges, primarily in Corporate, restructuring costs to put the Chengdu, China conversion facility into care and maintenance and other restructuring charges
•
2024 included contract cancellation costs for our Kemerton facility, and severance and employee benefit costs at Corporate and each of the segments
|
|||||||||||||||||||||||
Research and Development Expenses
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Research and development expenses | $ | 14,099 | $ | 23,532 | $ | (9,433) | (40) | % | |||||||||||||||
| Percentage of Net sales | 1.3 | % | 1.7 | % | |||||||||||||||||||
|
•
Reduction primarily driven by lower research and development spending in Specialties and Energy Storage as part of cost reduction efforts
|
|||||||||||||||||||||||
Interest and Financing Expenses
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Interest and financing expenses | $ | (48,977) | $ | (37,969) | $ | (11,008) | 29 | % | |||||||||||||||
|
•
Lower capitalized interest in 2025 resulting from stopping construction Kemerton Trains 3 and 4 and other projects, as well as the overall reduction of capital expenditure spending
•
Partially offset by lower debt balances in 2025 with commercial paper outstanding during the first quarter of 2024
|
|||||||||||||||||||||||
Other Income, Net
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Other income, net | $ | 10,250 | $ | 49,901 | $ | (39,651) | (79) | % | |||||||||||||||
|
•
$62.3 million decrease attributable to foreign exchange impacts from losses recorded in 2025. Foreign exchange impact in 2024 includes a loss of $2.7 million due to the reclass from accumulated other comprehensive loss related to the dedesignation of cash flow hedge.
•
2025 included losses of $5.0 million related to the fair market value adjustment of equity securities in public companies compared to $43.2 million of net losses for similar fair value adjustments and sales of equity securities in 2024
•
$17.3 million gain in 2024 primarily from the sale of assets at a site not part of our operation
|
|||||||||||||||||||||||
33
Income Tax Benefit
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Income tax benefit | $ | (3,978) | $ | (3,721) | $ | (257) | 7 | % | |||||||||||||||
| Effective income tax rate | 21.0 | % | 2.2 | % | |||||||||||||||||||
|
•
Change in geographic mix of earnings, including the impact from the valuation allowance for losses in our consolidated Australian entities and certain China entities
•
2024 included the impact from the valuation allowance for losses in certain China entities
|
|||||||||||||||||||||||
Equity in Net Income of Unconsolidated Investments
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Equity in net income of unconsolidated investments | $ | 64,286 | $ | 180,500 | $ | (116,214) | (64) | % | |||||||||||||||
|
▪
Decreased earnings primarily due to lower pricing from the Windfield joint venture in Energy Storage. The impact of lower spodumene pricing driving the decrease in equity in net income of Windfield is offset above in Cost of goods sold as lower input costs
▪
$4.3 million increase attributable to favorable foreign exchange impacts from the Windfield joint venture
|
|||||||||||||||||||||||
Net Income Attributable to Noncontrolling Interests
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | (7,950) | $ | (14,199) | $ | 6,249 | (44) | % | |||||||||||||||
|
▪
Decrease in consolidated income related to our Jordan Bromine Company Limited (“JBC”) joint venture primarily due to lower pricing
|
|||||||||||||||||||||||
Net Income Attributable to Albemarle Corporation
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net income attributable to Albemarle Corporation | $ | 41,348 | $ | 2,448 | $ | 38,900 | NM | ||||||||||||||||
| Percentage of Net sales | 3.8 | % | 0.2 | % | |||||||||||||||||||
| Net loss attributable to Albemarle Corporation common shareholders | $ | (340) | $ | (9,136) | $ | 8,796 | (96) | % | |||||||||||||||
| Basic loss per share attributable to common shareholders | $ | (0.00) | $ | (0.08) | $ | 0.08 | (100) | % | |||||||||||||||
| Diluted loss per share attributable to common shareholders | $ | (0.00) | $ | (0.08) | $ | 0.08 | (100) | % | |||||||||||||||
|
▪
Decrease in 2025 results due to reasons noted above
▪
Net loss attributable to Albemarle Corporation common shareholders includes reductions of $41.7 million and $11.6 million for mandatory convertible preferred stock dividends in 2025 and 2024, respectively
|
|||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | 108,908 | $ | (68,880) | $ | 177,788 | NM | ||||||||||||||||
|
▪
Foreign currency translation and other
|
$ | 109,015 | $ | (50,220) | $ | 159,235 | NM | ||||||||||||||||
|
▪
2025 included favorable movements in the Euro of approximately $101 million, the Japanese Yen of approximately $5 million and the Brazilian Real of approximately $3 million and a net favorable variance in various other currencies of less than $1 million
▪
2024 included unfavorable movements in the Euro of approximately $39 million, the Japanese Yen of approximately $7 million and a net unfavorable variance in various other currencies of approximately $10 million, partially offset by favorable movements in the Chinese Renminbi of approximately $6 million
|
|||||||||||||||||||||||
|
▪
Cash flow hedge
|
$ | (107) | $ | (18,660) | $ | 18,553 | NM | ||||||||||||||||
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
34
operating decision maker to evaluate performance and make resource allocation decisions. Our reportable business segments consist of: (1) Energy Storage, (2) Specialties and (3) Ketjen.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments 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 (“CODM”) assesses the ongoing performance of the Company’s business segments and allocates resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments performance. In addition, the CODM 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’s definition of adjusted EBITDA is earnings before interest and financing expenses, income tax expenses, the proportionate share of Windfield income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items 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 and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company’s credit agreement, which is a material agreement for the Company. Total adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, the generally accepted accounting principles in the United States (“U.S. GAAP”). Total adjusted EBITDA should not be considered as an alternative to Net 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 March 31, | Percentage Change | ||||||||||||||||||||||||||||
| 2025 | % | 2024 | % | 2025 vs 2024 | |||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 524,565 | 48.7 | % | $ | 800,898 | 58.9 | % | (35) | % | |||||||||||||||||||
| Specialties | 321,014 | 29.8 | % | 316,065 | 23.2 | % | 2 | % | |||||||||||||||||||||
| Ketjen | 231,302 | 21.5 | % | 243,773 | 17.9 | % | (5) | % | |||||||||||||||||||||
| Total net sales | $ | 1,076,881 | 100.0 | % | $ | 1,360,736 | 100.0 | % | (21) | % | |||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 186,355 | 69.8 | % | $ | 197,996 | 68.0 | % | (6) | % | |||||||||||||||||||
| Specialties | 58,666 | 22.0 | % | 45,181 | 15.5 | % | 30 | % | |||||||||||||||||||||
| Ketjen | 38,588 | 14.4 | % | 21,979 | 7.5 | % | 76 | % | |||||||||||||||||||||
| Total segment adjusted EBITDA | 283,609 | 106.2 | % | 265,156 | 91.0 | % | 7 | % | |||||||||||||||||||||
| Corporate | (16,465) | (6.2) | % | 26,080 | 9.0 | % | (163) | % | |||||||||||||||||||||
| Total adjusted EBITDA | $ | 267,144 | 100.0 | % | $ | 291,236 | 100.0 | % | (8) | % | |||||||||||||||||||
See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
35
|
Three Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Total segment adjusted EBITDA | $ | 283,609 | $ | 265,156 | |||||||
| Corporate expenses, net | (16,465) | 26,080 | |||||||||
| Depreciation and amortization | (161,754) | (123,751) | |||||||||
| Interest and financing expenses | (48,977) | (37,969) | |||||||||
| Income tax benefit | 3,978 | 3,721 | |||||||||
|
Proportionate share of Windfield income tax expense
(a)
|
(25,326) | (73,689) | |||||||||
|
Acquisition and integration related costs
(b)
|
(1,440) | (1,907) | |||||||||
|
Restructuring charges and asset write-offs
(c)
|
833 | (36,285) | |||||||||
| Non-operating pension and OPEB items | (275) | 325 | |||||||||
|
Loss in fair value of public equity securities
(d)
|
(5,022) | (43,159) | |||||||||
|
Other
(e)
|
12,187 | 23,926 | |||||||||
| Net income attributable to Albemarle Corporation | $ | 41,348 | $ | 2,448 | |||||||
(a)
Albemarle’s 49% ownership interest in the reported income tax expense of the Windfield joint venture.
(b)
Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.
(c)
See Note 9, “Restructuring Charges and Asset Write-offs,” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(d)
Represents the net change in fair value of investments in public equity securities for the three-month period ended March 31, 2025, recorded in Other income, net. The three-month period ended March 31, 2024 included losses of $9.4 million and $33.7 million, recorded in Other income, net, resulting from the net change in fair value of investments in public equity securities and the sale of investments in public equity securities, respectively.
(e)
Included amounts for the three months ended March 31, 2025 recorded in:
•
SG&A - $3.2 million of gains from the sale of assets at a site not part of our production operations, partially offset by $0.6 million of expenses related to certain historical legal matters.
•
Other income, net - $9.8 million of income from PIK dividends of preferred equity in a Grace subsidiary and a $1.9 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses, partially offset by $1.9 million of charges for asset retirement obligations at a site not part of our operations.
Included amounts for the three months ended March 31, 2024 recorded in:
•
Cost of goods sold - $1.4 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•
SG&A - $0.1 million of expenses related to certain historical legal matters.
•
Other income, net - $17.3 million gain primarily from the sale of assets at a site not part of our operations, $8.7 million of income from PIK dividends of preferred equity in a Grace subsidiary and a $2.4 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses, partially offset by $2.9 million of charges for asset retirement obligations at a site not part of our operations
Energy Storage
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 524,565 | $ | 800,898 | $ | (276,333) | (35) | % | |||||||||||||||
|
•
$273.8 million decrease attributable to unfavorable pricing impacts, primarily in battery- and tech-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts
•
$0.8 million increase attributable to higher sales volume driven by customer demand
•
$3.3 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
| Adjusted EBITDA | $ | 186,355 | $ | 197,996 | $ | (11,641) | (6) | % | |||||||||||||||
|
•
Unfavorable pricing impacts in lithium carbonate and hydroxide
•
Decreased equity earnings from lower pricing from the Windfield joint venture in Energy Storage. The impact of lower spodumene pricing offsets lower input costs
•
Savings from designed restructuring and productivity improvements
•
Decreased commission expenses in Chile resulting from the lower pricing
•
$5.0 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
|||||||||||||||||||||||
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Specialties
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 321,014 | $ | 316,065 | $ | 4,949 | 2 | % | |||||||||||||||
|
•
$33.9 million increase attributable to higher sales volumes related to increased demand across all divisions
•
$24.6 million decrease attributable to unfavorable pricing impacts
•
$4.3 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
| Adjusted EBITDA | $ | 58,666 | $ | 45,181 | $ | 13,485 | 30 | % | |||||||||||||||
|
•
Higher sales volume related to increased demand across all divisions
•
Savings from designed restructuring and productivity improvements
•
Lower input costs from raw materials
•
Unfavorable pricing impacts
•
$1.2 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
Ketjen
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 231,302 | $ | 243,773 | $ | (12,471) | (5) | % | |||||||||||||||
|
•
$20.4 million decrease attributable to lower sales volume, primarily due to the timing of sales
•
$10.3 million increase attributable to favorable pricing impacts due to the product mix
•
$2.4 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|||||||||||||||||||||||
| Adjusted EBITDA | $ | 38,588 | $ | 21,979 | $ | 16,609 | 76 | % | |||||||||||||||
|
•
Favorable product mix, primarily in the clean fuel technologies (“CFT”) business
•
Lower manufacturing input and fixed costs
|
|||||||||||||||||||||||
Corporate
| In thousands | Q1 2025 | Q1 2024 | $ Change | % Change | |||||||||||||||||||
| Adjusted EBITDA | $ | (16,465) | $ | 26,080 | $ | (42,545) | (163) | % | |||||||||||||||
|
▪
$57.8 million decrease attributable to unfavorable currency exchange impacts, net of a $4.3 million increase in foreign exchange impacts from our Windfield joint venture
▪
Reduced expenses as part of cost reduction efforts, including compensation costs, outside services and travel and entertainment 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 have the ability to repurchase shares of our common stock. Historically, cash to fund the needs of our business has been principally provided by cash from operations, debt financing and equity issuances.
We are continually focused on working capital efficiency particularly in the areas of accounts receivable, payables and inventory. We anticipate that cash on hand, cash provided by operating activities, proceeds from divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund capital expenditures and other investing activities, fund pension contributions and pay dividends for the foreseeable future.
Cash Flow
During the first three months of 2025, cash on hand and cash provided by operations funded $182.6 million of capital expenditures for plant, machinery and equipment, dividends to common shareholders of $47.6 million and dividends to mandatory convertible preferred shareholders of $41.7 million. Our operations provided $545.4 million of cash flows during the first three months of 2025, as compared to $98.0 million for the first three months of 2024. The change compared to prior year was primarily due to the receipt of an Energy Storage customer prepayment of $350 million during the first quarter of 2025, increased earnings from Specialties and Ketjen and higher dividends received from unconsolidated investments, partially offset by decreased earnings from the Energy Storage segment, driven by lower lithium market prices. Working capital changes (including the inventory net realizable value adjustment) were relatively flat year-over-year, impacted by lower lithium pricing,
37
timing of shipments and the collection of tax refunds in 2025. Overall, our cash and cash equivalents increased by $326.3 million to $1.5 billion at March 31, 2025 from $1.2 billion at December 31, 2024.
Capital expenditures for the three-month period ended March 31, 2025 of $182.6 million were primarily associated with plant, machinery and equipment. We expect our capital expenditures to be between $700 million to $800 million in 2025, reflecting the announced new level of spending to unlock cash flow over the near term and generate long-term financial flexibility. The forecasted lower capital expenditures compared to prior years reflect reduced sustaining growth and capital spend, while continuing safety and critical maintenance expenditures.
In the normal course of business, amounts received from customers in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue, and are recognized within Net sales as the Company satisfies the related performance obligation. During the three-month period ended March 31, 2025, the Company received $350 million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next 5 years.
We have recently taken proactive actions to optimize our cost structure and strengthen our financial flexibility, including certain restructuring activities and reducing planned capital expenditures. As part of these actions, we transitioned to a new operating structure from two core global business units to a fully integrated functional model (excluding Ketjen), stopped construction of Kemerton Train 3 and 4, placed Kemerton Train 2 into care and maintenance, as well as deferred spending and investments in certain other capital projects. Subsequently, in early 2025, the Company announced its additional decision to put the Chengdu, China conversion plant into care and maintenance by mid-year 2025. Since inception, we have recorded charges for these actions consisting of asset write-offs of $1.0 billion, severance and employee benefits of $71.7 million, contract cancellation costs of $60.4 million and other costs (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $41.5 million. We expect to record additional decommissioning costs related to the Second Half 2024 Restructuring in the range of $20 million to $25 million for the remainder of 2025, after which the Company expects the actions to be substantially completed.
Net current assets were $2.2 billion and $1.9 billion at March 31, 2025 and December 31, 2024, respectively. The increase is primarily due to an increased cash balance from the receipt of an Energy Storage customer prepayment of $350 million during the first quarter of 2025. 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 27, 2025, our board of directors declared a cash dividend of $0.405, which was paid on April 1, 2025 to shareholders of record at the close of business as of March 14, 2025.
At March 31, 2025 and December 31, 2024, our cash and cash equivalents included $1.0 billion and $833.7 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. There were no repatriations of cash from foreign operations during the first three months of 2025 or 2024.
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 and other cash outlays, should be financed primarily with cash flow provided by operations, cash on hand and additional issuances of debt or equity securities, as needed.
38
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 | €377.1 | 1.125% | November 25 | November 25, 2025 | |||||||||||||||||||||||||
|
May 2022
(a)
|
$650.0 | 4.65% | June 1 and December 1 | June 1, 2027 | |||||||||||||||||||||||||
| November 2019 | €500.0 | 1.625% | November 25 | November 25, 2028 | |||||||||||||||||||||||||
|
November 2019
(a)
|
$171.6 | 3.45% | May 15 and November 15 | November 15, 2029 | |||||||||||||||||||||||||
|
May 2022
(a)
|
$600.0 | 5.05% | June 1 and December 1 | June 1, 2032 | |||||||||||||||||||||||||
|
November 2014
(a)
|
$350.0 | 5.45% | June 1 and December 1 | December 1, 2044 | |||||||||||||||||||||||||
|
May 2022
(a)
|
$450.0 | 5.65% | June 1 and December 1 | June 1, 2052 | |||||||||||||||||||||||||
(a) Denotes senior notes.
Our senior notes are senior unsecured obligations and rank equally with all our other senior unsecured indebtedness from time to time outstanding. The notes are effectively subordinated to all of our existing or future secured indebtedness and to the existing and future indebtedness of our subsidiaries. As is customary for such long-term debt instruments, each series of notes outstanding has terms that allow us to redeem the notes before maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of these notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis using the comparable government rate (as defined in the indentures governing these notes) plus between 25 and 40 basis points, depending on the series of notes, plus, in each case, accrued interest thereon to the date of redemption. Holders may require us to purchase such notes at 101% upon a change of control triggering event, as defined in the indentures. These notes are subject to typical events of default, including bankruptcy and insolvency events, nonpayment and the acceleration of certain subsidiary indebtedness of $40 million or more caused by a nonpayment default.
Our Euro notes issued in 2019 are unsecured and unsubordinated obligations and rank equally in right of payment to all our other unsecured senior obligations. The Euro notes are effectively subordinated to all of our existing or future secured indebtedness and to the existing and future indebtedness of our subsidiaries. As is customary for such long-term debt instruments, each series of notes outstanding has terms that allow us to redeem the notes before their maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued to, but excluding, the date of redemption) discounted to the redemption date on an annual basis using the bond rate (as defined in the indentures governing these notes) plus between 25 and 35 basis points, depending on the series of notes, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption. Holders may require us to purchase such notes at 101% upon a change of control triggering event, as defined in the indentures. These notes are subject to typical events of default, including bankruptcy and insolvency events, nonpayment and the acceleration of certain subsidiary indebtedness exceeding $100 million caused by a nonpayment default.
Given current economic conditions, specifically around the market pricing of lithium, and the related impact on the Company’s future earnings, on October 31, 2024, we further amended the 2022 Credit Agreement, which provides for borrowings of up to $1.5 billion and matures on October 28, 2027. Borrowings under the 2022 Credit Agreement bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin which ranges from 0.910% to 1.375%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate (“SOFR”) plus a term SOFR adjustment of 0.10%, plus the applicable margin. The applicable margin on the facility was 1.20% as of March 31, 2025. As of March 31, 2025 there were no borrowings outstanding under the 2022 Credit Agreement.
Borrowings under the 2022 Credit Agreement are conditioned upon satisfaction of certain customary conditions precedent, including the absence of defaults. The October 2024 amendment was entered into to modify the financial covenants under the 2022 Credit Agreement to avoid a potential covenant violation over the following 18 months given the current market pricing of lithium. The amended 2022 Credit Agreement subjects the Company to two financial covenants, as well as customary affirmative and negative covenants. The amended first financial covenant requires that the ratio of (a) (i) the Company’s consolidated net funded debt plus a proportionate amount of Windfield’s net funded debt less (ii) the Company’s unrestricted cash and cash equivalents plus a proportionate amount of Windfield’s unrestricted cash and cash equivalents (up to a specified
39
amount) to (b) consolidated Windfield-Adjusted EBITDA (as such terms are defined in the 2022 Credit Agreement) be less than or equal to (i) 4.75:1.0 as of the end of the first quarter of 2025, (ii) 5.75:1.0 as of the end of the second quarter of 2025, (iii) 5.50:1.0 as of the end of the third quarter of 2025, (iv) 5.00:1.0 as of the end of fourth quarter of 2025, (v) 4.75:1.0 as of the end of each of first and second quarter of 2026, and (vi) 3.50:1.0 as of the end of the third quarter of 2026 and each fiscal quarter thereafter through the third quarter of 2027. The maximum permitted leverage ratios described above are subject to adjustment in accordance with the terms of the 2022 Credit Agreement upon the consummation of an acquisition after June 30, 2026 if the consideration includes cash proceeds from the issuance of funded debt in excess of $500 million.
Beginning in the fourth quarter of 2024, the amended second financial covenant requires that the ratio of the Company’s consolidated EBITDA to consolidated interest charges (as such terms are defined in the 2022 Credit Agreement) be no less than (i) 1.00:1.0 for fiscal quarters through June 30, 2025, (ii) 2.00:1 for the third quarter of 2025, (iii) 2.50:1 for the fourth quarter of 2025, and (iv) 3.00:1.0 for all fiscal quarters thereafter. The 2022 Credit Agreement also contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness. The occurrence of an event of default under the 2022 Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the commitments under the 2022 Credit Agreement being terminated. Following the $2.2 billion issuance of mandatory convertible preferred stock in March 2024 and the amendments to the financial covenants, the Company expects to maintain compliance with the amended financial covenants in the near future. However, a significant downturn in lithium market prices or demand could impact the Company’s ability to maintain compliance with its amended financial covenants and it could require the Company to seek additional amendments to the 2022 Credit Agreement and/or issue debt or equity securities to fund its activities and maintain financial flexibility. If the Company were unable to obtain such necessary additional amendments, this could lead to an event of default and its lenders could require the Company to repay its outstanding debt. In that situation, the Company may not be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay the lenders.
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. On May 17, 2023, we entered into definitive documentation to increase the size of our existing commercial paper program. The maximum aggregate face amount of Commercial Paper Notes outstanding at any time is $1.5 billion. 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 2022 Credit Agreement is available to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the 2022 Credit Agreement and the Commercial Paper Notes will not exceed the $1.5 billion current maximum amount available under the 2022 Credit Agreement. The Commercial Paper Notes will be sold at a discount from par, or alternatively, will be sold at par and bear interest at rates that will vary based upon market conditions at the time of issuance. The maturities of the Commercial Paper Notes will vary but may not exceed 397 days from the date of issue. The definitive documents relating to the commercial paper program contain customary representations, warranties, default and indemnification provisions.
In the second quarter of 2023, the Company received a loan of $300.0 million to be repaid in five equal annual installments beginning on December 31, 2026. This interest-free loan was discounted using an imputed interest rate of 5.5% and the Company will amortize that discount through Interest and financing expenses over the term of the loan.
When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset, and the underlying assets are recorded in property, plant and equipment. We currently have the ability to transfer up to $540 million in assets under these arrangements. At both March 31, 2025 and December 31, 2024 there were $74.5 million of bonds outstanding under these arrangements.
The non-current portion of our long-term debt amounted to $3.13 billion at March 31, 2025, compared to $3.12 billion at December 31, 2024. In addition, at March 31, 2025, we had the ability to borrow $1.5 billion under our commercial paper program and the 2022 Credit Agreement, and $105.7 million under other existing credit lines, subject to various financial covenants under the 2022 Credit Agreement. We have the ability and intent to refinance our borrowings under our other existing credit lines with borrowings under the 2022 Credit Agreement, as applicable. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt. We believe that at March 31, 2025 we were, and currently are, in compliance with all of our debt covenants.
40
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 $119.5 million at March 31, 2025. 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, 2024.
Total expected 2025 contributions to our domestic and foreign qualified and nonqualified pension plans, including the Albemarle Corporation Supplemental Executive Retirement Plan, are expected to approximate $17 million. We may choose to make additional pension contributions in excess of this amount. We have made contributions of $4.7 million to our domestic and foreign pension plans (both qualified and nonqualified) during the three-month period ended March 31, 2025.
The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $242.6 million at March 31, 2025 and $259.6 million at December 31, 2024. Related assets for corresponding offsetting benefits recorded in Other assets totaled $75.2 million at March 31, 2025 and $74.8 million at December 31, 2024. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of 2025 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 generally use cash on hand and cash provided by operating activities, divestitures and borrowings to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures, make acquisitions, make pension contributions and pay dividends. We also could issue additional debt or equity securities to fund these activities in an effort to maintain our financial flexibility. Our main focus in the short-term, during the continued uncertainty surrounding the global economy, including lithium market pricing and recent inflationary trends, is to continue to maintain financial flexibility by continuing our cost savings initiative, while still protecting our employees and customers, committing to shareholder returns and maintaining an investment grade rating. Over the next three years, in terms of uses of cash, we will continue to invest in growth of the businesses and return value to shareholders. Additionally, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may require additional liquidity. Financing the purchase price of any such acquisitions could involve borrowing under existing or new credit facilities and/or the issuance of debt or equity securities, in addition to cash on hand.
We expect our capital expenditures to be between $700 million and $800 million in 2025, down from $1.7 billion in 2024. Lower capital expenditures in 2025 reflects the announced new level of spending to unlock cash flow over the near term and generate long-term financial flexibility and is driven by reduced sustaining growth and capital spend, while continuing safety and critical maintenance expenditures.
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The Company’s actions regarding Kemerton are part of a broader effort focused on preserving its world-class resource advantages, optimizing its global conversion network, improving the Company’s cost competitiveness and efficiency, reducing capital intensity and enhancing the Company’s financial flexibility. We expect the comprehensive review of our cost and operating structure to drive additional cost and productivity improvements of $300 million to $400 million per year.
In the normal course of business, amounts received from customers in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue, and are recognized within Net sales as the Company satisfies the related performance obligation. In January 2025, the Company received $350 million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next 5 years.
As of December 31, 2024, we are party to a master receivables purchase agreement, under which we may sell up to approximately $92 million of available and eligible outstanding customer accounts receivable generated by sales to certain customers. The agreement is uncommitted and can be terminated by us or the purchaser with certain notice as defined in the contract. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheets at the time of the sales transaction. As of March 31, 2025, there were minimal accounts receivable sold under this master receivables purchase agreement.
In 2022, we announced we had been awarded a nearly $150 million grant from the U.S. Department of Energy to expand domestic manufacturing of batteries for EVs and the electrical grid and for materials and components currently imported from other countries. The grant funding is intended to support a portion of the anticipated cost to construct a new, commercial-scale U.S.-based lithium concentrator facility at our Kings Mountain, North Carolina, location. We expect the concentrator facility to create hundreds of construction and full-time jobs and to produce approximately 420,000 tons of spodumene concentrate annually. To further support the restart of the Kings Mountain mine, in 2023, we announced a $90 million critical materials award from the U.S. Department of Defense. Since inception, the Company has received $17.6 million of these funds.
Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a result of moderating global economic conditions, continuing inflationary trends and reduced capital availability. We have experienced, and may continue to experience, volatility and increases in the price of certain raw materials and in transportation and energy costs as a result of global market and supply chain disruptions and the broader inflationary environment. As a result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.
Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in their credit standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with them, not renew their extensions of credit or not provide new financing to us. While the global corporate bond and bank loan markets remain strong, periods of elevated uncertainty related to the stability of the banking system, future pandemics or global economic and/or geopolitical concerns may limit efficient access to such markets for extended periods of time. If such concerns heighten, we may incur increased borrowing costs and reduced credit capacity as our various credit facilities mature. If the U.S. Federal Reserve or similar national reserve banks in other countries decide to continue tightening the monetary supply, we may incur increased borrowing costs (as interest rates increase on our variable rate credit facilities, as our various credit facilities mature or as we refinance any maturing fixed rate debt obligations), although these cost increases would be partially offset by increased income rates on portions of our cash deposits.
Overall, with generally strong cash-generative businesses and no significant long-term debt maturities before the fourth quarter of 2025, we believe we have, and will be able to maintain, a solid liquidity position.
We had cash and cash equivalents totaling $1.5 billion at March 31, 2025, of which $1.0 billion is held by our foreign subsidiaries. This cash represents an important source of our liquidity and is invested in bank accounts or money market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or our commercial paper program.
Guarantor Financial Information
Albemarle Wodgina Pty Ltd Issued Notes
Albemarle Wodgina Pty Ltd (the “Issuer”), a wholly-owned subsidiary of Albemarle Corporation, issued $300.0 million aggregate principal amount of 3.45% Senior Notes due 2029 (the “3.45% Senior Notes”) in November 2019. The 3.45% Senior Notes are fully and unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by Albemarle Corporation (the “Parent Guarantor”). No direct or indirect subsidiaries of the Parent Guarantor guarantee the 3.45% Senior Notes (such subsidiaries are referred to as the “Non-Guarantors”).
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In 2019, we completed the acquisition of a 60% interest in Wodgina in Western Australia and formed an unincorporated joint venture with MRL, named MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina spodumene mine and for the operation of the Kemerton assets in Western Australia. We participate in Wodgina through our ownership interest in the Issuer. On October 18, 2023 we amended the joint venture agreements, resulting in a decrease of our ownership interest in the MARBL joint venture and Wodgina to 50%.
Prior to January 1, 2024, the Parent Guarantor conducted its U.S. Specialties and Ketjen operations directly, and conducted its other operations (other than operations conducted through the Issuer) through the Non-Guarantors. Effective January 1, 2024, the Company split its U.S. Ketjen operations to a separate non-guarantor subsidiary and its results are no longer included within the summarized Parent Guarantor and Issuer financial information below for the 2024 periods presented.
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, 2024.
Summarized Statement of Operations
| $ in thousands |
Three Months Ended
March 31, 2025 |
Year Ended December 31, 2024 | |||||||||
|
Net sales
(a)
|
$ | 171,087 | $ | 861,876 | |||||||
| Gross profit (loss) | 41,059 | (66,144) | |||||||||
|
Loss before income taxes and equity in net income of unconsolidated investments
(b)
|
(71,161) | (593,433) | |||||||||
| Net loss attributable to the Parent Guarantor and the Issuer | (66,373) | (442,751) | |||||||||
(a) Includes net sales to Non-Guarantors of $91.1 million and $460.6 million for the three months ended March 31, 2025 and year ended December 31, 2024, respectively.
(b) Includes intergroup expenses to Non-Guarantors of $3.8 million and $46.6 million for the three months ended March 31, 2025 and year ended December 31, 2024, respectively.
Summarized Balance Sheet
| $ in thousands |
March 31, 2025
|
December 31, 2024 | |||||||||
|
Current assets
(a)
|
$ | 1,121,966 | $ | 921,221 | |||||||
| Net property, plant and equipment | 2,050,483 | 2,005,613 | |||||||||
|
Other noncurrent assets
(b)
|
2,893,412 | 2,912,866 | |||||||||
|
Current liabilities
(c)
|
$ | 2,606,165 | $ | 2,190,646 | |||||||
| Long-term debt | 2,253,634 | 2,253,328 | |||||||||
|
Other noncurrent liabilities
(d)
|
7,090,107 | 7,157,705 | |||||||||
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(a) Includes receivables from Non-Guarantors of $439.3 million and $411.2 million at March 31, 2025 and December 31, 2024, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $2.3 billion and $2.3 billion at March 31, 2025 and December 31, 2024, respectively.
(c) Includes current payables to Non-Guarantors of $2.3 billion and $1.9 billion at March 31, 2025 and December 31, 2024, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $6.8 billion and $6.8 billion at March 31, 2025 and December 31, 2024, 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 Wodgina. Absent income received from sales of its share of production from MARBL, the Issuer’s ability to service the 3.45% Senior Notes could be dependent upon the earnings of the Parent Guarantor’s subsidiaries and other joint ventures and the payment of those earnings to the Issuer in the form of equity, loans or advances and through repayment of loans or advances from the Issuer.
The Issuer’s obligations in respect of MARBL are guaranteed by the Parent Guarantor. Further, under MARBL pursuant to a deed of cross security between the Issuer, the joint venture partner and the manager of the project (the “Manager”), each of the Issuer, and the joint venture partner have granted security to each other and the Manager for the obligations each of the Issuer and the joint venture partner have to each other and to the Manager. The claims of the joint venture partner, the Manager and other secured creditors of the Issuer will have priority as to the assets of the Issuer over the claims of holders of the 3.45% Senior Notes.
Albemarle Corporation Issued Notes
In March 2021, Albemarle New Holding GmbH (the “Subsidiary Guarantor”), a wholly-owned subsidiary of Albemarle Corporation, added a full and unconditional guarantee (the “Upstream Guarantee”) to all securities of Albemarle Corporation (the “Parent Issuer”) issued and outstanding as of such date and, subject to the terms of the applicable amendment or supplement, securities issuable by the Parent Issuer pursuant to the Indenture, dated as of January 20, 2005, as amended and supplemented from time to time (the “Indenture”). No other direct or indirect subsidiaries of the Parent Issuer guarantee these securities (such subsidiaries are referred to as the “Upstream Non-Guarantors”). See Long-term debt section above for a description of the securities issued by the Parent Issuer.
The current securities outstanding under the Indenture are the Parent Issuer’s unsecured and unsubordinated obligations and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Parent Issuer.
All securities currently outstanding under the Indenture are effectively subordinated to the Parent Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. With respect to any series of securities issued under the Indenture that is subject to the Upstream Guarantee (which series of securities does not include the 2022 Notes), the Upstream Guarantee is, and will be, an unsecured and unsubordinated obligation of the Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Subsidiary Guarantor.
All securities currently outstanding under the Indenture (other than the 2022 Notes) are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries other than the Subsidiary Guarantor.
The 2022 Notes are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries, including the Subsidiary Guarantor.
For cash management purposes, the Parent Issuer transfers cash among itself, the Subsidiary Guarantor and the Upstream Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Parent Issuer and/or the Subsidiary Guarantor’s outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Parent Issuer or the Subsidiary Guarantor to obtain funds from subsidiaries by dividend or loan.
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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, 2024.
Summarized Statement of Operations
| $ in thousands |
Three Months Ended
March 31, 2025 |
Year Ended December 31, 2024 | |||||||||
|
Net sales
(a)
|
$ | 128,874 | $ | 639,866 | |||||||
| Gross profit (loss) | 61,714 | (12,059) | |||||||||
|
Loss before income taxes and equity in net income of unconsolidated investments
(b)
|
(14,079) | (400,246) | |||||||||
| Loss attributable to the Subsidiary Guarantor and the Parent Issuer | (9,290) | (353,248) | |||||||||
(a) Includes net sales to Non-Guarantors of $48.9 million and $238.6 million for the three months ended March 31, 2025 and year ended December 31, 2024, respectively.
(b) Includes intergroup income to Non-Guarantors of $3.8 million and $148.3 million for the three months ended March 31, 2025 and year ended December 31, 2024, respectively.
Summarized Balance Sheet
| $ in thousands |
March 31, 2025
|
December 31, 2024 | |||||||||
|
Current assets
(a)
|
$ | 1,300,992 | $ | 1,104,082 | |||||||
| Net property, plant and equipment | 862,304 | 800,913 | |||||||||
|
Other non-current assets
(b)
|
2,229,332 | 2,188,306 | |||||||||
|
Current liabilities
(c)
|
$ | 2,980,709 | $ | 2,559,256 | |||||||
| Long-term debt | 2,568,577 | 2,551,714 | |||||||||
|
Other noncurrent liabilities
(d)
|
6,242,280 | 6,303,456 | |||||||||
(a) Includes receivables from Non-Guarantors of $658.5 million and $646.3 million at March 31, 2025 and December 31, 2024, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $1.7 billion and $1.6 billion at March 31, 2025 and December 31, 2024, respectively.
(c) Includes current payables to Non-Guarantors of $2.2 billion and $1.9 billion at March 31, 2025 and December 31, 2024, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $6.0 billion and $6.0 billion at March 31, 2025 and December 31, 2024, respectively.
These securities are structurally subordinated to the indebtedness and other liabilities of the Upstream Non-Guarantors. The Upstream Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to these securities or the Indenture under which these securities were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Subsidiary Guarantor has to receive any assets of any of the Upstream Non-Guarantors upon the liquidation or reorganization of any Upstream Non-Guarantors, and the consequent rights of holders of these securities to realize proceeds from the sale of any of an Upstream Non-Guarantor’s assets, would be effectively subordinated to the claims of such Upstream Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Upstream Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Upstream Non-Guarantors, the Upstream Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Subsidiary Guarantor.
Summary of
Cr
itical 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, 2024.
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Recent Accounting Pronouncements
For a description of recent accounting pronouncements, see Item 1 Financial Statements – Note 19, “Recently Issued Accounting 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, 2024, except as noted below.
We had variable interest rate borrowings of $18.6 million outstanding at March 31, 2025, bearing a weighted average interest rate of 1.09% and representing 1% 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 $0.2 million as of March 31, 2025. 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, primarily consist of foreign currency forward contracts with an aggregate notional value of $6.5 billion and with a fair value representing a net liability position of $5.2 million at March 31, 2025. 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 March 31, 2025, with all other variables held constant. A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in an increase of approximately $72.8 million in the fair value of our foreign currency forward contracts. A 10% depreciation of the U.S. Dollar against these foreign currencies would result in a decrease of approximately $73.1 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 March 31, 2025, 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.
| 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 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 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 first quarter ended March 31, 2025 that materially affected, or is 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. Additional information with respect to this Item 1 is contained in Note 7 to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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| 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, 2024 describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of 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, 2024.
| Item 5. | Other Information. | ||||
| Item 6. | Exhibits. | ||||
(a) Exhibits
| *#10.1 | ||||||||
| *#10.2 | ||||||||
| *#10.3 | ||||||||
| *#10.4 | ||||||||
| *31.1 | ||||||||
| *31.2 | ||||||||
| *32.1 | ||||||||
| *32.2 | ||||||||
| *101 |
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2025, furnished in XBRL (eXtensible Business Reporting Language)).
|
|||||||
| *104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
| # | 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 three months ended March 31, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (iii) the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, (iv) the Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 and (vi) the Notes to the Condensed Consolidated Financial Statements.
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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: | April 30, 2025 | By: |
/s/ N
EAL
R. S
HEOREY
|
||||||||||||||
| Neal R. Sheorey | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (principal financial officer) | |||||||||||||||||
48
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial Statements (unaudited)printNote 1 Basis Of Presentation:printNote 2 Inventories:printNote 3 Investments:printNote 4 Goodwill and Other Intangibles:printNote 5 Long-term Debt:printNote 6 Other Noncurrent Liabilities:printNote 7 Commitments and Contingencies:printNote 8 Equity:printNote 9 Restructuring Charges and Asset Write-offs:printNote 10 Pension Plans and Other Postretirement Benefits:printNote 11 Income Taxes:printNote 12 Earnings Per Share:printNote 13 Leases:printNote 14 Fair Value Of Financial Instruments:printNote 15 Fair Value Measurement:printNote 16 Related Party Transactions:printNote 17 Segment Information:printNote 18 Supplemental Cash Flow Information:printNote 19 Recently Issued Or Adopted Accounting Pronouncements:printItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 5. Other InformationprintItem 6. Exhibitsprint