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) July 24, 2007

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	1-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code

(804) 788-6000

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 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2007, Albemarle Corporation (the “Company”) issued a press release regarding its earnings for the second quarter and six months ended June 30, 2007. A copy of this release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference. In addition, on July 25, 2007, the Company will hold a teleconference for analysts and media to discuss results for the second quarter ended June 30, 2007. The teleconference will be webcast on the Company’s website at www.albemarle.com.

The press release attached as Exhibit 99.1 includes net income excluding the charge that relates to the closure of the Dayton fine chemistry facility. Net income excluding the Dayton charge is a financial measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). The Company has reported net income excluding the Dayton charge because management believes that this financial measure is more reflective of the Company’s operations, provides transparency to investors and enables period-to-period comparability of financial performance. Net income excluding the Dayton charge should not be considered as an alternative to net income determined in accordance with GAAP. The Company has included in the press release a reconciliation of net income excluding the Dayton charge, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, 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.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release, dated July 24, 2007, 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: July 24, 2007

ALBEMARLE CORPORATION
By:	/s/ Luther C. Kissam, IV
	Luther C. Kissam, IV
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release, dated July 24, 2007, issued by the Company.

EX-99.1

Exhibit 99.1

	Contact:
	Sandra Rodriguez	225.388.7654
	Sherry Knapp	804.788.6107

Albemarle Reports Second Quarter 2007 Results

• Second quarter net income of $57.0 million, or 59 cents per share excluding the one-time charge for Dayton.

• Stronger Catalyst performance exceeds expectations.

• Further improvements in Fine Chemicals margins.

• Repurchased 700,000 shares of Company stock for $29.0 million during the quarter.

RICHMOND, Va., - July 24 — Albemarle Corporation (NYSE: ALB) reported second quarter 2007 net income of $53.9 million, or 55 cents per share, up from $43.3 million, or 45 cents per share, for second quarter 2006, due to strong performance in the Company’s Fine Chemicals and Catalysts business segments. Excluding the $3.1 million after tax charge, or 3 cents per share, related to the closure of our Dayton fine chemistry facility, second quarter 2007 net income was $57.0 million, or 59 cents per share. The Company reported net sales in the second quarter of 2007 totaling $564 million compared to second quarter 2006 net sales of $569 million.

Net income for the first half of 2007 was $112.0 million, or $1.15 per share, up from $77.7 million, or 80 cents per share, for the first half of 2006. Excluding the Dayton charge, net income for the first half of 2007 was $115.1 million, or $1.18 per share. Net sales for the first half of 2007 were $1.153 billion compared to $1.176 billion for the first half of 2006.

Commenting on results, Mark C. Rohr, President and CEO, stated, “I am pleased with the results and great execution from our teams this quarter. Our Catalysts business performed better than expected with segment income up 10 percent over second quarter 2006, driven mainly through margin improvement in FCC catalyst and year over year strength in the polyolefins sector. Fine Chemicals, with 230 projects in the pharma project pipeline, delivered exceptional results again this quarter. Polymer Chemicals sales increased only slightly from first quarter on a slower than expected turnaround in the consumer electronics market. All together our diversified product portfolio delivered a 32 percent increase in net income, excluding the Dayton charge, over the second quarter of last year. Our team’s ability to execute on value-delivery combined with exceptional customer service put us in a position to have a very successful 2007.”

Quarterly Segment Results

Polymer Additives recorded net sales for second quarter 2007 of $224.0 million, a nominal decrease versus second quarter 2006. Net sales declined in our flame retardant portfolio primarily due to reduced volumes in tetrabrom, partially offset by higher year over year pricing and increased sales of our proprietary products. Net sales increased in our stabilizers and curatives portfolio due primarily to higher volumes and pricing. Polymer Additives segment income for second quarter 2007 declined 10 percent from second quarter 2006 to $35.3 million due to lower tetrabrom volumes, partially offset by improved pricing.

Catalysts recorded net sales for second quarter 2007 of $207.4 million, a 7 percent increase versus second quarter 2006, due primarily to improved pricing in FCC refinery catalysts and higher pricing and volumes in polyolefin catalysts, partially offset by lower volumes in HPC refinery catalysts. Catalysts segment income for second quarter 2007 increased 10 percent versus second quarter 2006 to $32.4 million due to higher pricing, partially offset by $4.2 million lower equity earnings from our Nippon Ketjen joint venture.

Fine Chemicals net sales for second quarter 2007 were $132.4 million, a 9 percent decrease versus second quarter 2006. This decline is due primarily to the disposition of our Thann, France facility. Excluding the impact of the Thann facility divestiture, net sales increased 5 percent. Segment income for second quarter 2007 increased 55 percent versus second quarter 2006 to $21.3 million due to improved pricing across our bromine portfolio and our pharmaceuticals product pipeline. Fine Chemicals segment income includes a $4.9 million pre-tax charge related to the closure of our Dayton, Ohio fine chemistry facility.

During the quarter, interest and financing expenses were $10.4 million versus second quarter 2006 expenses of $12.0 million. In addition, we repurchased approximately 700,000 shares of Albemarle stock for $29.0 million at an average price of $41.50 per share. Year to date, we repurchased approximately 1.15 million shares for $47.7 million at an average price of $41.55 per share.

Our second quarter 2007 effective income tax rate on a reported basis was 23.8 percent. Excluding the Dayton charge and the related tax benefit, the second quarter effective tax rate was 24.7 percent.

Earnings Call

The Company's performance for the second quarter ended June 30, 2007 will be discussed on a conference call at 9:00 AM Eastern Daylight Time on July 25, 2007, which can be accessed through Albemarle’s website under Investor Information at www.albemarle.com.

Albemarle Corporation, headquartered in Richmond, Virginia, is a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals for consumer electronics; petroleum and petrochemical processing; transportation and industrial products; pharmaceuticals; agricultural products; construction and packaging materials. The Company operates in three business segments, Polymer Additives, Catalysts and Fine Chemicals, and serves customers in approximately 100 countries.

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Forward-Looking Statements

Some of the information presented in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations as reflected are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ from expectations include, without limitation: the inability to pass through increases in costs and expenses for raw materials and energy; competition from other manufacturers; changes in demand for our products; the gain or loss of significant customers; fluctuations in foreign currencies; and increased government regulation of our operations or our products. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2006 and in our other public filings with the Securities and Exchange Commission. Readers are urged to review and consider carefully the disclosures we make in our filings with the Securities and Exchange Commission.

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Albemarle Corporation and Subsidiaries

Consolidated Statements of Income

(In Thousands of Dollars, Except Share and Per Share Amounts) (Unaudited)

	Second Quarter Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net sales	$	563,812		$	568,797		$	1,153,050		$	1,176,151
Cost of goods sold		410,430			437,413			839,879			922,314
Gross profit		153,382			131,384			313,171			253,837
Selling, general and administrative expenses		59,255			62,202			121,741			120,055
Research and development expenses		14,924			11,198			30,635			22,643
Dayton facility closure charge		4,944	(a)		—			4,944	(a)		—
Operating profit		74,259			57,984			155,851			111,139
Interest and financing expenses		(10,417	)		(12,037	)		(19,327	)		(22,656	)
Other income (expenses), net		1,631			(2,303	)		2,583			(1,377	)
Income before income tax (expense), minority interests and equity in net income of unconsolidated investments		65,473			43,644			139,107			87,106
Income tax (expense)		(15,585	)		(11,041	)		(32,521	)		(22,378	)
Income before minority interests and equity in net income of unconsolidated investments		49,888			32,603			106,586			64,728
Minority interests in income of consolidated subsidiaries (net of tax)		(2,746	)		(394	)		(7,697	)		(3,619	)
Equity in net income of unconsolidated investments (net of tax)		6,721			11,118			13,082			16,594
Net income	$	53,863		$	43,327		$	111,971		$	77,703
Basic earnings per share	$	0.57		$	0.46		$	1.18		$	0.82
Diluted earnings per share	$	0.55		$	0.45		$	1.15		$	0.80
Weighted-average common shares outstanding - Basic		95,272			94,689			95,280			94,421
Weighted-average common shares outstanding - Diluted		97,256			97,159			97,380			96,864

See accompanying notes to the condensed consolidated financial information.

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Albemarle Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands of Dollars) (Unaudited)

	June 30, 2007		December 31, 2006
ASSETS
Cash and cash equivalents	$	200,406	$	149,499
Other current assets		828,401		811,355
Total current assets		1,028,807		960,854
Property, plant and equipment		2,210,317		2,169,433
Less accumulated depreciation and amortization		1,220,437		1,188,858
Net property, plant and equipment		989,880		980,575
Other assets and intangibles		646,176		588,939
Total assets	$	2,664,863	$	2,530,368
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	342,531	$	482,949
Long-term debt		787,856		681,859
Other noncurrent liabilities		322,401		236,594
Deferred income taxes		100,035		100,868
Shareholders’ equity		1,112,040		1,028,098
Total liabilities & shareholders’ equity	$	2,664,863	$	2,530,368

See accompanying notes to the condensed consolidated financial information.

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Albemarle Corporation and Subsidiaries

Selected Cash Flows Data

(In Thousands of Dollars) (Unaudited)

	Six Months Ended June 30,
	2007			2006
Cash and cash equivalents at beginning of year	$	149,499		$	58,570
Cash and cash equivalents at end of period	$	200,406		$	98,995
Sources of cash and cash equivalents:
Net income		111,971			77,703
Depreciation and amortization		53,758			57,666
Proceeds from borrowings		74,869			130,709
Proceeds from exercise of stock options		15,955			12,856
Uses of cash and cash equivalents:
Capital expenditures		(49,981	)		(49,012	)
Purchases of common stock		(47,695	)		(9,885	)
Repayments of long-term debt		(15,234	)		(165,001	)
Dividends paid to shareholders		(20,187	)		(15,248	)
Dividends paid to minority interests		(7,548	)		(3,600	)

See accompanying notes to the condensed consolidated financial information.

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Albemarle Corporation and Subsidiaries

Consolidated Summary of Segment Results

(In Thousands of Dollars) (Unaudited)

	Second Quarter Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Segment net sales:
Polymer Additives	$	223,950		$	228,559		$	438,269		$	450,430
Catalysts		207,448			194,045			443,275			429,401
Fine Chemicals		132,414			146,193			271,506			296,320
Total segment net sales	$	563,812		$	568,797		$	1,153,050		$	1,176,151
Segment operating profit (loss):
Polymer Additives	$	35,311		$	39,249		$	71,771		$	71,364
Catalysts		27,435			19,761			62,016			40,645
Fine Chemicals		22,309	(a)		14,706			47,556	(a)		25,607
Corporate & Other		(10,796	)		(15,732	)		(25,492	)		(26,477	)
Total segment operating profit		74,259			57,984			155,851			111,139
Minority interests in income of consolidated subsidiaries:
Polymer Additives		(1,807	)		(1,358	)		(4,059	)		(3,373	)
Catalysts		—			—			—			—
Fine Chemicals		(971	)		(939	)		(3,706	)		(2,149	)
Corporate & Other		32			1,903			68			1,903
Total minority interests in income of consolidated subsidiaries		(2,746	)		(394	)		(7,697	)		(3,619	)
Equity in net income of unconsolidated investments:
Polymer Additives		1,776			1,349			3,291			2,469
Catalysts		4,976			9,757			9,800			14,202
Fine Chemicals		—			—			—			—
Corporate & Other		(31	)		12			(9	)		(77	)
Total equity in net income of unconsolidated investments		6,721			11,118			13,082			16,594
Segment income (loss):
Polymer Additives		35,280			39,240			71,003			70,460
Catalysts		32,411			29,518			71,816			54,847
Fine Chemicals		21,338			13,767			43,850			23,458
Corporate & Other		(10,795	)		(13,817	)		(25,433	)		(24,651	)
Total segment income		78,234			68,708			161,236			124,114
Interest and financing expenses		(10,417	)		(12,037	)		(19,327	)		(22,656	)
Other income (expenses), net		1,631			(2,303	)		2,583			(1,377	)
Income tax (expense)		(15,585	)		(11,041	)		(32,521	)		(22,378	)
Net income	$	53,863		$	43,327		$	111,971		$	77,703

See accompanying notes to the condensed consolidated financial information.

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Notes to the Condensed Consolidated Financial Information

(a) The second quarter and six-months ended June 30, 2007 include a charge amounting to $4.9 million ($3.1 million after income taxes, or $0.03 per share) that relates to the closure of our Dayton, Ohio fine chemistry facility.

Additional Information

It should be noted that net income excluding the Dayton charge is a financial measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP. It is presented here to exclude the impact of certain non-recurring items on our results. We believe this measure is more reflective of our operations, provides transparency to investors and enables period-to-period comparability of financial performance.

A description of other non-GAAP financial measures that we use to evaluate our operations and financial performance, and reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP, can be found in the Investor Information section of our website at www.albemarle.com, under “Non-GAAP Reconciliations” under “Investor Relations.”

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