8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 12, 2018

_________________________________

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

_________________________________

Virginia	001-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
4350 Congress Street, Suite 700, Charlotte, North Carolina		28209
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code

(980) 299-5700

Not applicable

(Former name or former address, if changed since last report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company ¨

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

Item 7.01.    Regulation FD Disclosure.

In the first quarter of 2018, the Performance Catalysts Solutions (“PCS”) product category merged with the Refining Solutions reportable segment to form a consolidated global business focused on catalysts. PCS was previously reported in the Lithium and Advanced Materials reportable segment. The new reporting structure will consist of three reportable segments: (1) Lithium, (2) Bromine Specialties and (3) Catalysts.

The new reporting structure is consistent with the manner in which information is presently used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions. Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset and market focus, agility and responsiveness.

The Company is furnishing this Current Report on Form 8-K to reflect certain historical annual and quarterly segment information for the two year period ending December 31, 2017, corresponding with the Company’s new reporting structure. A copy of this information is being furnished as Exhibit 99.1 hereto. The changes in reporting structure discussed above affect the manner in which the results of the Company’s reportable segments were previously reported. This Current Report on Form 8-K does not reclassify or restate the Company’s previously reported consolidated financial statements for any period. It should be noted that Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). These measures are presented here to provide additional useful measurements to review our operations, provide transparency to investors and enable period-to-period comparability of financial performance. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP, is also included in this Current Report on Form 8-K. Additionally, the information presented in this Current Report on Form 8-K does not reflect events occurring after the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and should be read in conjunction with the Company’s previously filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the Company’s subsequent filings with the Securities and Exchange Commission.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Supplemental historical information, issued by the Company.

SIGNATURE

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 hereunto duly authorized.

Date: March 12, 2018

ALBEMARLE CORPORATION

By:	/s/ Scott A. Tozier
	Scott A. Tozier
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	Supplemental historical information, issued by the Company.

EX-99.1

Exhibit 99.1

Albemarle Corporation and Subsidiaries

Consolidated Summary of Segment Results

(In Thousands) (Unaudited)

The Company’s chief operating decision maker uses earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items such as acquisition and integration related costs, utilization of inventory markup, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-operating pension and OPEB items and other significant non-recurring items (“adjusted EBITDA”), in a balanced manner and on a segment basis to assess the ongoing performance of the Company’s business segments and to allocate resources. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company has reported adjusted EBITDA because management believes it provides transparency to investors and enables period-to-period comparability of financial performance. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA should not be considered as an alternative to Net 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												Year ended
	March 31, 2017			June 30, 2017			September 30, 2017			December 31, 2017			December 31, 2017
Net sales:
Lithium	$	216,229		$	243,821		$	269,238		$	289,597		$	1,018,885
Bromine Specialties	219,191			203,945			212,923			219,084			855,143
Catalysts	253,558			258,255			244,594			311,165			1,067,572
All Other	32,419			30,704			28,021			37,770			128,914
Corporate	666			533			90			173			1,462
Total net sales	$	722,063		$	737,258		$	754,866		$	857,789		$	3,071,976
Adjusted EBITDA:
Lithium	$	99,852		$	115,200		$	112,944		$	118,656		$	446,652
Bromine Specialties	68,488			62,075			63,936			64,402			258,901
Catalysts	69,749			67,427			60,394			86,313			283,883
All Other	5,156			2,444			306			5,972			13,878
Corporate	(31,869		)	(28,205		)	(28,197		)	(29,563		)	(117,834		)
Total adjusted EBITDA	$	211,376		$	218,941		$	209,383		$	245,780		$	885,480

1

	Three months ended												Year ended
	March 31, 2016			June 30, 2016			September 30, 2016			December 31, 2016			December 31, 2016
Net sales:
Lithium	$	136,560		$	157,713		$	166,406		$	208,173		$	668,852
Bromine Specialties	196,553			206,863			194,496			194,513			792,425
Catalysts	250,192			253,652			264,471			263,186			1,031,501
All Other	72,089			50,626			28,272			30,001			180,988
Corporate	1,817			473			365			782			3,437
Total net sales	$	657,211		$	669,327		$	654,010		$	696,655		$	2,677,203
Adjusted EBITDA:
Lithium	$	63,834		$	64,146		$	68,637		$	89,097		$	285,714
Bromine Specialties	61,608			66,562			51,807			46,949			226,926
Catalysts	77,714			80,108			88,042			70,745			316,609
All Other	8,464			876			5,470			(38		)	14,772
Corporate	(19,587		)	(21,221		)	(25,627		)	(19,369		)	(85,804		)
Total adjusted EBITDA	$	192,033		$	190,471		$	188,329		$	187,384		$	758,217

See below for a reconciliation of adjusted EBITDA on a segment basis, the non-GAAP financial measure, from Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reporting in accordance with U.S. GAAP. For additional explanation of the adjustments from Net income attributable to Albemarle Corporation to adjusted EBITDA, see the Company’s previously furnished on Form 8-K, under Item 2.02, for the periods presented.

	Lithium			Bromine Specialties		Catalysts		Reportable Segments Total			All Other			Corporate			Consolidated Total
Three months ended March 31, 2017:
Net income (loss) attributable to Albemarle Corporation	$	77,614		$	58,694	$	56,966	$	193,274		$	3,246		$	(145,307	)	$	51,213
Depreciation and amortization	19,065			9,794		12,783		41,642			$	1,910		1,518			45,070
Utilization of inventory markup	10,606			—		—		10,606			—			—			10,606
Restructuring and other	—			—		—		—			—			12,905			12,905
Gain on acquisition	(7,433		)	—		—		(7,433		)	—			—			(7,433		)
Acquisition and integration related costs	—			—		—		—			—			14,281			14,281
Interest and financing expenses	—			—		—		—			—			68,513			68,513
Income tax expense	—			—		—		—			—			11,971			11,971
Non-operating pension and OPEB items	—			—		—		—			—			(1,063		)	(1,063		)
Other	—			—		—		—			—			5,313			5,313
Adjusted EBITDA	$	99,852		$	68,488	$	69,749	$	238,089		$	5,156		$	(31,869	)	$	211,376
Three months ended March 31, 2016:
Net income (loss) attributable to Albemarle Corporation	$	44,346		$	51,853	$	65,295	$	161,494		$	130,709		$	(64,017	)	$	228,186
Depreciation and amortization	19,488			9,755		12,419		41,662			612			1,335			43,609
(Gain) loss on sales of businesses, net	—			—		—		—			(122,857		)	1,533			(121,324		)
Acquisition and integration related costs	—			—		—		—			—			18,558			18,558
Interest and financing expenses	—			—		—		—			—			15,114			15,114
Income tax expense	—			—		—		—			—			25,485			25,485
Income from discontinued operations (net of tax)	—			—		—		—			—			(17,312		)	(17,312		)
Non-operating pension and OPEB items	—			—		—		—			—			(283		)	(283		)
Adjusted EBITDA	$	63,834		$	61,608	$	77,714	$	203,156		$	8,464		$	(19,587	)	$	192,033

2

	Lithium		Bromine Specialties		Catalysts		Reportable Segments Total		All Other			Corporate			Consolidated Total
Three months ended June 30, 2017:
Net income (loss) attributable to Albemarle Corporation	$	81,819	$	51,739	$	53,994	$	187,552	$	152		$	(84,371	)	$	103,333
Depreciation and amortization	21,460		10,336		13,433		45,229		$	2,292		1,601			49,122
Utilization of inventory markup	11,921		—		—		11,921		—			—			11,921
Restructuring and other	—		—		—		—		—			4,235			4,235
Acquisition and integration related costs	—		—		—		—		—			6,479			6,479
Interest and financing expenses	—		—		—		—		—			14,590			14,590
Income tax expense	—		—		—		—		—			23,130			23,130
Non-operating pension and OPEB items	—		—		—		—		—			(1,053		)	(1,053		)
Multiemployer plan shortfall contributions	—		—		—		—		—			4,940			4,940
Other	—		—		—		—		—			2,244			2,244
Adjusted EBITDA	$	115,200	$	62,075	$	67,427	$	244,702	$	2,444		$	(28,205	)	$	218,941
Three months ended June 30, 2016:
Net income (loss) attributable to Albemarle Corporation	$	42,129	$	56,747	$	67,223	$	166,099	$	(1,503	)	$	(479,417	)	$	(314,821	)
Depreciation and amortization	22,017		9,815		12,885		44,717		3,353			1,635			49,705
(Gain) loss on sales of businesses, net	—		—		—		—		(974		)	—			(974		)
Acquisition and integration related costs	—		—		—		—		—			19,030			19,030
Interest and financing expenses	—		—		—		—		—			15,800			15,800
Income tax expense	—		—		—		—		—			23,656			23,656
Loss from discontinued operations (net of tax)	—		—		—		—		—			398,340			398,340
Non-operating pension and OPEB items	—		—		—		—		—			(265		)	(265		)
Adjusted EBITDA	$	64,146	$	66,562	$	80,108	$	210,816	$	876		$	(21,221	)	$	190,471

3

	Lithium			Bromine Specialties		Catalysts			Reportable Segments Total			All Other			Corporate			Consolidated Total
Three months ended September 30, 2017:
Net income (loss) attributable to Albemarle Corporation	$	89,745		$	53,760	$	47,846		$	191,351		$	(1,776	)	$	(70,905	)	$	118,670
Depreciation and amortization	22,316			10,176		13,798			46,290			2,082			1,523			49,895
Utilization of inventory markup	568			—		—			568			—			—			568
Gain on acquisition	1,408			—		—			1,408			—			—			1,408
Acquisition and integration related costs	—			—		—			—			—			5,635			5,635
Interest and financing expenses	—			—		—			—			—			15,792			15,792
Income tax expense	—			—		—			—			—			18,495			18,495
Non-operating pension and OPEB items	—			—		—			—			—			(1,028		)	(1,028		)
Multiemployer plan shortfall contributions	—			—		—			—			—			1,646			1,646
Other	(1,093		)	—		(1,250		)	(2,343		)	—			645			(1,698		)
Adjusted EBITDA	$	112,944		$	63,936	$	60,394		$	237,274		$	306		$	(28,197	)	$	209,383
Three months ended September 30, 2016:
Net income (loss) attributable to Albemarle Corporation	$	46,848		$	41,621	$	75,299		$	163,768		$	3,806		$	(39,354	)	$	128,220
Depreciation and amortization	21,789			10,186		12,743			44,718			1,664			1,592			47,974
Acquisition and integration related costs	—			—		—			—			—			6,749			6,749
Interest and financing expenses	—			—		—			—			—			15,946			15,946
Income tax expense	—			—		—			—			—			12,394			12,394
Income from discontinued operations (net of tax)	—			—		—			—			—			(23,185		)	(23,185		)
Non-operating pension and OPEB items	—			—		—			—			—			(231		)	(231		)
Other	—			—		—						—			462			462
Adjusted EBITDA	$	68,637		$	51,807	$	88,042		$	208,486		$	5,470		$	(25,627	)	$	188,329

4

	Lithium			Bromine Specialties		Catalysts		Reportable Segments Total			All Other			Corporate			Consolidated Total
Three months ended December 31, 2017:
Net income (loss) attributable to Albemarle Corporation	$	93,814		$	54,646	$	71,859	$	220,319		$	3,899		$	(442,584	)	$	(218,366	)
Depreciation and amortization	25,038			9,756		14,454		49,248			2,073			1,520			52,841
Restructuring and other	—			—		—		—			—			(85		)	(85		)
Gain on acquisition	(196		)	—		—		(196		)	—			—			(196		)
Acquisition and integration related costs	—			—		—		—			—			7,559			7,559
Interest and financing expenses	—			—		—		—			—			16,455			16,455
Income tax expense	—			—		—		—			—			378,221			378,221
Non-operating pension and OPEB items	—			—		—		—			—			(12,981		)	(12,981		)
Multiemployer plan shortfall contributions	—			—		—		—			—			1,301			1,301
Note receivable reserve	—			—		—		—			—			28,730			28,730
Other	—			—		—		—			—			(7,699		)	(7,699		)
Adjusted EBITDA	$	118,656		$	64,402	$	86,313	$	269,371		$	5,972		$	(29,563	)	$	245,780
Three months ended December 31, 2016:
Net income (loss) attributable to Albemarle Corporation	$	65,529		$	37,143	$	57,599	$	160,271		$	(1,711	)	$	443,530		$	602,090
Depreciation and amortization	23,568			9,806		13,146		46,520			1,673			1,494			49,687
Acquisition and integration related costs	—			—		—		—			—			13,047			13,047
Interest and financing expenses	—			—		—		—			—			18,321			18,321
Income tax expense	—			—		—		—			—			34,728			34,728
Income from discontinued operations (net of tax)	—			—		—		—			—			(559,974		)	(559,974		)
Non-operating pension and OPEB items	—			—		—		—			—			26,368			26,368
Other	—			—		—		—			—			3,117			3,117
Adjusted EBITDA	$	89,097		$	46,949	$	70,745	$	206,791		$	(38	)	$	(19,369	)	$	187,384

5

	Lithium			Bromine Specialties		Catalysts			Reportable Segments Total			All Other			Corporate			Consolidated Total
Year ended December 31, 2017:
Net income (loss) attributable to Albemarle Corporation	$	342,992		$	218,839	$	230,665		$	792,496		$	5,521		$	(743,167	)	$	54,850
Depreciation and amortization	87,879			40,062		54,468			182,409			8,357			6,162			196,928
Utilization of inventory markup	23,095			—		—			23,095			—			—			23,095
Restructuring and other	—			—		—			—			—			17,056			17,056
Gain on acquisition	(6,221		)	—		—			(6,221		)	—			—			(6,221		)
Acquisition and integration related costs	—			—		—			—			—			33,954			33,954
Interest and financing expenses	—			—		—			—			—			115,350			115,350
Income tax expense	—			—		—			—			—			431,817			431,817
Non-operating pension and OPEB items	—			—		—			—			—			(16,125		)	(16,125		)
Multiemployer plan shortfall contributions	—			—		—			—			—			7,887			7,887
Note receivable reserve	—			—		—			—			—			28,730			28,730
Other	(1,093		)	—		(1,250		)	(2,343		)	—			502			(1,841		)
Adjusted EBITDA	$	446,652		$	258,901	$	283,883		$	989,436		$	13,878		$	(117,834	)	$	885,480
Year ended December 31, 2016:
Net income (loss) attributable to Albemarle Corporation	$	198,852		$	187,364	$	265,416		$	651,632		$	131,301		$	(139,258	)	$	643,675
Depreciation and amortization	86,862			39,562		51,193			177,617			7,302			6,056			190,975
(Gain) loss on sales of businesses, net	—			—		—			—			(123,831		)	1,533			(122,298		)
Acquisition and integration related costs	—			—		—			—			—			57,384			57,384
Interest and financing expenses	—			—		—			—			—			65,181			65,181
Income tax expense	—			—		—			—			—			96,263			96,263
Income from discontinued operations (net of tax)	—			—		—			—			—			(202,131		)	(202,131		)
Non-operating pension and OPEB items	—			—		—			—			—			25,589			25,589
Other	—			—		—			—			—			3,579			3,579
Adjusted EBITDA	$	285,714		$	226,926	$	316,609		$	829,249		$	14,772		$	(85,804	)	$	758,217

6