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) October 22, 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On October 22, 2007, Albemarle Corporation (the “Company”) issued a press release regarding its earnings for the third quarter and nine months ended September 30, 2007. A copy of this release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference. In addition, on October 23, 2007, the Company will hold a teleconference for analysts and media to discuss results for the third quarter ended September 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 and net income excluding the charge related to the divestiture of the Thann, France facility. Net income excluding the Dayton charge and net income excluding the Thann charge are financial measures that are 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 and net income excluding the Thann charge because management believes that these financial measures are more reflective of the Company’s operations, provides transparency to investors and enables period-to-period comparability of financial performance. Neither net income excluding the Dayton charge nor net income excluding the Thann charge should 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 and net income excluding the Thann charge, non-GAAP financial measures, 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 October 22, 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: October 22, 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 October 22, 2007, issued by the Company.

EX-99.1

Exhibit 99.1

	Contact:
	Sandra Rodriguez	225.388.7654
	Sherry Knapp	804.788.6107

Albemarle Reports Third Quarter 2007 Results

• Third quarter net income of $59.1 million, or 61 cents per share.

• Record quarterly Catalysts segment income of $41.0 million.

• Over 400 basis point year-over-year improvement in quarterly Fine Chemicals segment income margin.

RICHMOND, Va.,—October 22—Albemarle Corporation (NYSE: ALB) reported third quarter 2007 net income of $59.1 million, or 61 cents per share, up from $2.3 million, or 2 cents per share, for third quarter 2006. Excluding the charge related to the divestiture of the Thann, France facility of $89.2 million ($58.4 million after income taxes, or 60 cents per share), third quarter 2006 net income was $60.7 million, or 62 cents per share. Strong performance in the Company’s Catalysts and Fine Chemicals business segments was offset by margin declines in our Polymer Additives business segment. The Company reported net sales in the third quarter of 2007 totaling $584 million compared to third quarter 2006 net sales of $608 million.

Net income for the nine months of 2007 was $171.1 million, or $1.76 per share, up from $80.0 million, or 82 cents per share, for the nine months of 2006. Excluding the second quarter 2007 charge related to the closure of our Dayton fine chemistry facility, net income for the nine months of 2007 was $174.2 million, or $1.79 per share. Net income, excluding the Thann charge, for the nine months of 2006 was $138.4 million, or $1.43 per share. Net sales for the nine months of 2007 were $1.74 billion compared to $1.78 billion for the nine months of 2006.

Commenting on results, Mark C. Rohr, President and CEO, stated, “The strength of our product portfolio was evident this quarter as record-setting Catalysts income helped overcome the weakness in Polymer Additives sold into consumer product markets. Fine Chemicals also delivered profit improvement year-over-year despite weak bromine demand for Polymer Additives and aggressive efforts to reduce inventory. As we enter the fourth quarter we are seeing some sequential improvement in Polymer Additives sales; however, inflation pressures and global consumer uncertainty require us to keep focused on execution to deliver another successful year."

Quarterly Segment Results

Polymer Additives recorded net sales for third quarter 2007 of $232.7 million, a 3 percent decrease versus third quarter 2006. Net sales declined in our flame retardant portfolio primarily due to reduced volumes in tetrabrom, partially offset by higher year-over-

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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 third quarter 2007 declined 24 percent from third quarter 2006 to $29.4 million due primarily to lower tetrabrom sales volumes and higher costs associated with lower utilization rates, partially offset by improved product pricing and mix.

Catalysts recorded net sales for third quarter 2007 of $216.4 million, a nominal decrease versus third quarter 2006, due primarily to lower volumes in HPC refinery catalysts, partially offset by improved pricing in FCC refinery catalysts and polyolefin catalysts. Catalysts segment income for third quarter 2007 increased 7 percent versus third quarter 2006 to $41.0 million, a quarterly record.

Fine Chemicals net sales for third quarter 2007 were $134.9 million, a 10 percent decrease versus third 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 decreased 3 percent primarily due to reduced revenue from Fine Chemistry Services. Segment income for third quarter 2007 increased 26 percent versus third quarter 2006 (excluding the Thann divestiture charge) to $20.4 million due to strong performance at our South Haven facility and in intermediates and specialty bromides.

During the quarter, interest and financing expenses were $9.5 million versus third quarter 2006 expenses of $10.8 million. Research and development expenses increased $3.9 million, or 34 percent, from the same period last year.

Our third quarter 2007 effective income tax rate on a reported basis was 15.4 percent, which includes a benefit from recently enacted lower tax rates in Germany. The full year reported effective tax rate is expected to be approximately 21.5 percent.

Earnings Call

The Company's performance for the third quarter ended September 30, 2007 will be discussed on a conference call at 10:00 AM Eastern Daylight Time on October 23, 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.

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

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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)

	Third Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net sales	$	583,981		$	607,818		$	1,737,031		$	1,783,969
Cost of goods sold		431,019			459,590			1,270,898			1,381,904
Gross profit		152,962			148,228			466,133			402,065
Selling, general and administrative expenses		61,004			58,000			182,745			178,055
Research and development expenses		15,422			11,549			46,057			34,192
Dayton facility closure charge		—			—			4,944	(b)		—
Loss on Thann facility divestiture		—			89,175	(a)		—			89,175	(a)
Operating profit (loss)		76,536			(10,496	)		232,387			100,643
Interest and financing expenses		(9,500	)		(10,759	)		(28,827	)		(33,415	)
Other income (expenses), net		828			1,007			3,411			(370	)
Income (loss) before income tax (expense) benefit, minority interests and equity in net income of unconsolidated investments		67,864			(20,248	)		206,971			66,858
Income tax (expense) benefit		(10,433	)		23,330			(42,954	)		952
Income before minority interests and equity in net income of unconsolidated investments		57,431			3,082			164,017			67,810
Minority interests in income of consolidated subsidiaries (net of tax)		(4,613	)		(5,176	)		(12,310	)		(8,795	)
Equity in net income of unconsolidated investments (net of tax)		6,281			4,383			19,363			20,977
Net income	$	59,099		$	2,289		$	171,070		$	79,992
Basic earnings per share	$	0.62		$	0.02		$	1.80		$	0.85
Diluted earnings per share	$	0.61		$	0.02		$	1.76		$	0.82
Weighted-average common shares outstanding - Basic		95,245			94,755			95,269			94,532
Weighted-average common shares outstanding - Diluted		97,106			97,298			97,288			97,009

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)

	September 30, 2007		December 31, 2006
ASSETS
Cash and cash equivalents	$	101,281	$	149,499
Other current assets		910,093		811,355
Total current assets		1,011,374		960,854
Property, plant and equipment		2,276,046		2,169,433
Less accumulated depreciation and amortization		1,252,365		1,188,858
Net property, plant and equipment		1,023,681		980,575
Other assets and intangibles		689,932		588,939
Total assets	$	2,724,987	$	2,530,368
LIABILITIES & SHAREHOLDERS’ EQUITY
Current portion of long-term debt	$	18,774	$	50,731
Other current liabilities		382,489		432,218
Total current liabilities		401,263		482,949
Long-term debt		679,726		681,859
Other noncurrent liabilities		339,753		236,594
Deferred income taxes		88,641		100,868
Shareholders’ equity		1,215,604		1,028,098
Total liabilities & shareholders’ equity	$	2,724,987	$	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)

	Nine Months Ended September 30,
	2007				2006
Cash and cash equivalents at beginning of year	$	149,499			$	58,570
Cash and cash equivalents at end of period	$	101,281			$	89,575
Sources of cash and cash equivalents:
Net income		171,070				79,992
Dayton facility closure charge		4,944				—
Loss on Thann facility divestiture		—				89,175
Depreciation and amortization		79,824				86,015
Proceeds from borrowings		78,125				133,810
Proceeds from exercise of stock options		20,459				13,694
Uses of cash and cash equivalents:
Capital expenditures		(71,262	)			(73,103	)
Purchases of common stock		(51,956	)			(14,694	)
Repayments of long-term debt		(129,246	)			(184,181	)
Acquisitions, net of cash acquired in 2007		(17,444	)	(c)		(25,000	)
Dividends paid to shareholders		(30,172	)			(23,086	)
Dividends paid to minority interests		(11,888	)			(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)

	Third Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Segment net sales:
Polymer Additives	$	232,700		$	240,746		$	670,969		$	691,176
Catalysts		216,399			217,366			659,674			646,767
Fine Chemicals		134,882			149,706			406,388			446,026
Total segment net sales	$	583,981		$	607,818		$	1,737,031		$	1,783,969
Segment operating profit (loss):
Polymer Additives	$	30,970		$	40,736		$	102,741		$	112,100
Catalysts		35,474			35,032			97,490			75,677
Fine Chemicals (a)		22,772			18,025			75,272			43,632
Corporate & Other		(12,680	)		(15,114	)		(38,172	)		(41,591	)
Total segment operating profit		76,536			78,679			237,331			189,818
Minority interests in income of consolidated subsidiaries:
Polymer Additives		(2,351	)		(3,333	)		(6,410	)		(6,706	)
Catalysts		—			—			—			—
Fine Chemicals		(2,361	)		(1,823	)		(6,067	)		(3,972	)
Corporate & Other		99			(20	)		167			1,883
Total minority interests in income of consolidated subsidiaries		(4,613	)		(5,176	)		(12,310	)		(8,795	)
Equity in net income of unconsolidated investments:
Polymer Additives		746			1,193			4,037			3,662
Catalysts		5,555			3,208			15,355			17,410
Fine Chemicals		—			—			—			—
Corporate & Other		(20	)		(18	)		(29	)		(95	)
Total equity in net income of unconsolidated investments		6,281			4,383			19,363			20,977
Segment income (loss):
Polymer Additives		29,365			38,596			100,368			109,056
Catalysts		41,029			38,240			112,845			93,087
Fine Chemicals (a)		20,411			16,202			69,205			39,660
Corporate & Other		(12,601	)		(15,152	)		(38,034	)		(39,803	)
Total segment income		78,204			77,886			244,384			202,000
Dayton facility closure charge		—			—			(4,944	)		—
Loss on Thann facility divestiture		—			(89,175	)		—			(89,175	)
Interest and financing expenses		(9,500	)		(10,759	)		(28,827	)		(33,415	)
Other income (expenses), net		828			1,007			3,411			(370	)
Income tax (expense) benefit		(10,433	)		23,330			(42,954	)		952
Net income	$	59,099		$	2,289		$	171,070		$	79,992

^(a) Excludes the Thann facility divestiture charge and the Dayton facility closure charge.

See accompanying notes to the condensed consolidated financial information.

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Notes to the Condensed Consolidated Financial Information

(a) The three and nine-month periods ended September 30, 2006 include a charge amounting to $89.2 million ($58.4 million after income taxes, or 60 cents per share) that relates to the divestiture of the Thann, France facility effective August 31, 2006.

(b) The nine-month period ended September 30, 2007 includes a charge amounting to $4.9 million ($3.1 million after income taxes, or 3 cents per share) that relates to the closure of our Dayton, Ohio fine chemistry facility.

(c) On July 31, 2007, we acquired controlling interests in our two antioxidant joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Co., Ltd. and Shanghai Jinhai Albemarle Fine Chemicals Co., Ltd. Our ownership interests increased from 25 percent to 75 percent.

Additional Information

It should be noted that net income excluding the Dayton charge and net income excluding the Thann charge are financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP. They are presented here to exclude the impact of certain non-recurring items on our results. We believe these measures are more reflective of our operations, provide transparency to investors and enable 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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