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ALBEMARLE CORP - Quarter Report: 2019 June (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________________________ 
FORM 10-Q
_________________________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 1-12658
_________________________________________________ 
ALBEMARLE CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________________ 
Virginia
 
54-1692118
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code - (980) 299-5700
_________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
 
Accelerated filer
 
Non-accelerated filer
 
 
Smaller reporting company
 
 
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
COMMON STOCK, $.01 Par Value
 
ALB
 
New York Stock Exchange
Number of shares of common stock, $.01 par value, outstanding as of July 31, 2019: 105,986,264


Table of Contents

ALBEMARLE CORPORATION
INDEX – FORM 10-Q
 
 
 
 
 
 
Page
Number(s)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-24
 
 
 
24-41
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBITS
 
 

2

Table of Contents

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 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Net sales
$
885,052

 
$
853,874

 
$
1,717,116

 
$
1,675,503

Cost of goods sold
559,138

 
542,518

 
1,107,716

 
1,059,168

Gross profit
325,914

 
311,356

 
609,400

 
616,335

Selling, general and administrative expenses
126,715

 
123,637

 
240,070

 
225,007

Research and development expenses
13,462

 
16,074

 
28,439

 
37,060

Gain on sale of business

 
(218,705
)
 

 
(218,705
)
Operating profit
185,737

 
390,350

 
340,891

 
572,973

Interest and financing expenses
(11,601
)
 
(13,308
)
 
(24,187
)
 
(26,846
)
Other (expenses) income, net
(7,065
)
 
(5,223
)
 
4,226

 
(35,699
)
Income before income taxes and equity in net income of unconsolidated investments
167,071

 
371,819

 
320,930

 
510,428

Income tax expense
30,411

 
80,102

 
67,925

 
100,463

Income before equity in net income of unconsolidated investments
136,660

 
291,717

 
253,005

 
409,965

Equity in net income of unconsolidated investments (net of tax)
38,310

 
18,969

 
73,491

 
39,646

Net income
174,970

 
310,686

 
326,496

 
449,611

Net income attributable to noncontrolling interests
(20,772
)
 
(8,225
)
 
(38,729
)
 
(15,390
)
Net income attributable to Albemarle Corporation
$
154,198

 
$
302,461

 
$
287,767

 
$
434,221

Basic earnings per share
$
1.46

 
$
2.76

 
$
2.72

 
$
3.94

Diluted earnings per share
$
1.45

 
$
2.73

 
$
2.71

 
$
3.90

Weighted-average common shares outstanding – basic
105,961

 
109,671

 
105,880

 
110,176

Weighted-average common shares outstanding – diluted
106,316

 
110,659

 
106,336

 
111,263

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
174,970

 
$
310,686

 
$
326,496

 
$
449,611

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation
10,544

 
(150,857
)
 
(311
)
 
(85,966
)
Pension and postretirement benefits
6

 
23

 
13

 
26

Net investment hedge
(3,037
)
 
22,989

 
267

 
8,568

Interest rate swap
641

 
642

 
1,282

 
1,284

Total other comprehensive income (loss), net of tax
8,154

 
(127,203
)
 
1,251

 
(76,088
)
Comprehensive income
183,124

 
183,483

 
327,747

 
373,523

Comprehensive income attributable to noncontrolling interests
(20,799
)
 
(7,962
)
 
(38,709
)
 
(15,313
)
Comprehensive income attributable to Albemarle Corporation
$
162,325

 
$
175,521

 
$
289,038

 
$
358,210

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
 
June 30,
 
December 31,
 
2019
 
2018
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
398,183

 
$
555,320

Trade accounts receivable, less allowance for doubtful accounts (2019 – $4,513; 2018 – $4,460)
624,808

 
605,712

Other accounts receivable
105,207

 
52,059

Inventories
814,022

 
700,540

Other current assets
94,417

 
84,790

Total current assets
2,036,637

 
1,998,421

Property, plant and equipment, at cost
5,248,994

 
4,799,063

Less accumulated depreciation and amortization
1,858,369

 
1,777,979

Net property, plant and equipment
3,390,625

 
3,021,084

Investments
541,014

 
528,722

Other assets
186,592

 
80,135

Goodwill
1,566,464

 
1,567,169

Other intangibles, net of amortization
373,082

 
386,143

Total assets
$
8,094,414

 
$
7,581,674

Liabilities And Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
558,839

 
$
522,516

Accrued expenses
268,666

 
257,323

Current portion of long-term debt
490,691

 
307,294

Dividends payable
38,733

 
35,169

Current operating lease liability
19,441

 

Income taxes payable
23,611

 
60,871

Total current liabilities
1,399,981

 
1,183,173

Long-term debt
1,398,419

 
1,397,916

Postretirement benefits
46,025

 
46,157

Pension benefits
279,342

 
285,396

Other noncurrent liabilities
609,209

 
526,942

Deferred income taxes
387,035

 
382,982

Commitments and contingencies (Note 9)

 

Equity:
 
 
 
Albemarle Corporation shareholders’ equity:
 
 
 
Common stock, $.01 par value, issued and outstanding – 105,971 in 2019 and 105,616 in 2018
1,059

 
1,056

Additional paid-in capital
1,373,213

 
1,368,897

Accumulated other comprehensive loss
(349,411
)
 
(350,682
)
Retained earnings
2,775,940

 
2,566,050

Total Albemarle Corporation shareholders’ equity
3,800,801

 
3,585,321

Noncontrolling interests
173,602

 
173,787

Total equity
3,974,403

 
3,759,108

Total liabilities and equity
$
8,094,414

 
$
7,581,674

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(In Thousands, Except Share Data)
 
 
 
 
Additional
Paid-in Capital
 
Accumulated Other
Comprehensive (Loss) Income
 
Retained Earnings
 
Total Albemarle
Shareholders’ Equity
 
Noncontrolling
Interests
 
Total Equity
Common Stock
 
Shares
 
Amounts
 
 
 
 
 
 
Balance at March 31, 2019
105,950,011

 
$
1,059

 
$
1,368,069

 
$
(357,538
)
 
$
2,660,684

 
$
3,672,274

 
$
191,765

 
$
3,864,039

Net income
 
 
 
 
 
 
 
 
154,198

 
154,198

 
20,772

 
174,970

Other comprehensive income
 
 
 
 
 
 
8,127

 
 
 
8,127

 
27

 
8,154

Cash dividends declared, $0.3675 per common share
 
 
 
 
 
 
 
 
(38,942
)
 
(38,942
)
 
(38,962
)
 
(77,904
)
Stock-based compensation
 
 
 
 
4,930

 
 
 
 
 
4,930

 
 
 
4,930

Exercise of stock options
11,781

 

 
529

 
 
 
 
 
529

 
 
 
529

Issuance of common stock, net
16,713

 

 

 
 
 
 
 

 
 
 

Shares withheld for withholding taxes associated with common stock issuances
(7,041
)
 

 
(315
)
 
 
 
 
 
(315
)
 
 
 
(315
)
Balance at June 30, 2019
105,971,464

 
$
1,059

 
$
1,373,213

 
$
(349,411
)
 
$
2,775,940

 
$
3,800,801

 
$
173,602

 
$
3,974,403

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2018
110,756,114

 
$
1,107

 
$
1,855,321

 
$
(174,739
)
 
$
2,118,621

 
$
3,800,310

 
$
143,120

 
$
3,943,430

Net income
 
 
 
 
 
 
 
 
302,461

 
302,461

 
8,225

 
310,686

Other comprehensive loss
 
 
 
 
 
 
(126,940
)
 
 
 
(126,940
)
 
(263
)
 
(127,203
)
Cash dividends declared, $0.335 per common share
 
 
 
 
 
 
 
 
(36,437
)
 
(36,437
)
 
(7,378
)
 
(43,815
)
Stock-based compensation
 
 
 
 
4,991

 
 
 
 
 
4,991

 
 
 
4,991

Exercise of stock options
16,226

 

 
642

 
 
 
 
 
642

 
 
 
642

Shares repurchased
(2,354,133
)
 
(24
)
 
(249,976
)
 
 
 
 
 
(250,000
)
 
 
 
(250,000
)
Issuance of common stock, net
38,487

 
1

 
(1
)
 
 
 
 
 

 
 
 

Shares withheld for withholding taxes associated with common stock issuances
(15,331
)
 

 
(1,451
)
 
 
 
 
 
(1,451
)
 
 
 
(1,451
)
Balance at June 30, 2018
108,441,363

 
$
1,084

 
$
1,609,526

 
$
(301,679
)
 
$
2,384,645

 
$
3,693,576

 
$
143,704

 
$
3,837,280

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2019
105,616,028

 
$
1,056

 
$
1,368,897

 
$
(350,682
)
 
$
2,566,050

 
$
3,585,321

 
$
173,787

 
$
3,759,108

Net income
 
 
 
 
 
 
 
 
287,767

 
287,767

 
38,729

 
326,496

Other comprehensive income (loss)
 
 
 
 
 
 
1,271

 
 
 
1,271

 
(20
)
 
1,251

Cash dividends declared, $0.735 per common share
 
 
 
 
 
 
 
 
(77,877
)
 
(77,877
)
 
(38,962
)
 
(116,839
)
Stock-based compensation
 
 
 
 
12,197

 
 
 
 
 
12,197

 
 
 
12,197

Exercise of stock options
125,909

 
1

 
3,204

 
 
 
 
 
3,205

 
 
 
3,205

Issuance of common stock, net
356,824

 
3

 
(3
)
 
 
 
 
 

 
 
 

Increase in ownership interest of noncontrolling interest
 
 
 
 
(513
)
 
 
 
 
 
(513
)
 
68

 
(445
)
Shares withheld for withholding taxes associated with common stock issuances
(127,297
)
 
(1
)
 
(10,569
)
 
 
 
 
 
(10,570
)
 
 
 
(10,570
)
Balance at June 30, 2019
105,971,464

 
$
1,059

 
$
1,373,213

 
$
(349,411
)
 
$
2,775,940

 
$
3,800,801

 
$
173,602

 
$
3,974,403

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2018
110,546,674

 
$
1,105

 
$
1,863,949

 
$
(225,668
)
 
$
2,035,163

 
$
3,674,549

 
$
143,147

 
$
3,817,696

Net income
 
 
 
 
 
 
 
 
434,221

 
434,221

 
15,390

 
449,611

Other comprehensive loss
 
 
 
 
 
 
(76,011
)
 
 
 
(76,011
)
 
(77
)
 
(76,088
)
Cash dividends declared, $0.67 per common share
 
 
 
 
 
 
 
 
(73,540
)
 
(73,540
)
 
(14,756
)
 
(88,296
)
Cumulative adjustment from adoption of income tax standard update (Note 1)
 
 
 
 
 
 
 
 
(11,199
)
 
(11,199
)
 
 
 
(11,199
)
Stock-based compensation
 
 
 
 
10,728

 
 
 
 
 
10,728

 
 
 
10,728

Exercise of stock options
28,966

 

 
1,288

 
 
 
 
 
1,288

 
 
 
1,288

Shares repurchased
(2,354,133
)
 
(24
)
 
(249,976
)
 
 
 
 
 
(250,000
)
 
 
 
(250,000
)
Issuance of common stock, net
357,927

 
4

 
(4
)
 
 
 
 
 

 
 
 

Shares withheld for withholding taxes associated with common stock issuances
(138,071
)
 
(1
)
 
(16,459
)
 
 
 
 
 
(16,460
)
 
 
 
(16,460
)
Balance at June 30, 2018
108,441,363

 
$
1,084

 
$
1,609,526

 
$
(301,679
)
 
$
2,384,645

 
$
3,693,576

 
$
143,704

 
$
3,837,280

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Table of Contents

ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
Six Months Ended 
 June 30,
 
2019
 
2018
Cash and cash equivalents at beginning of year
$
555,320

 
$
1,137,303

Cash flows from operating activities:
 
 
 
Net income
326,496

 
449,611

Adjustments to reconcile net income to cash flows from operating activities:
 
 
 
Depreciation and amortization
102,231

 
100,804

Gain on sale of business

 
(218,705
)
Gain on sale of property
(11,079
)
 

Stock-based compensation and other
10,136

 
8,076

Equity in net income of unconsolidated investments (net of tax)
(73,491
)
 
(39,646
)
Dividends received from unconsolidated investments and nonmarketable securities
60,291

 
30,045

Pension and postretirement expense (benefit)
1,055

 
(1,793
)
Pension and postretirement contributions
(7,778
)
 
(7,089
)
Unrealized gain on investments in marketable securities
(577
)
 
(625
)
Deferred income taxes
3,570

 
30,708

Working capital changes
(223,238
)
 
(91,189
)
Other, net
11,672

 
(36,340
)
Net cash provided by operating activities
199,288

 
223,857

Cash flows from investing activities:
 
 
 
Acquisitions, net of cash acquired

 
(7,643
)
Capital expenditures
(415,626
)
 
(280,945
)
Cash proceeds from divestitures, net

 
416,711

Proceeds from sale of property and equipment
10,356

 

Sales of marketable securities, net
908

 
(439
)
Investments in equity and other corporate investments
(2,549
)
 
(1,979
)
Net cash (used in) provided by investing activities
(406,911
)
 
125,705

Cash flows from financing activities:
 
 
 
Other borrowings (repayments), net
183,052

 
(211,833
)
Dividends paid to shareholders
(74,313
)
 
(72,484
)
Dividends paid to noncontrolling interests
(38,962
)
 
(7,378
)
Repurchases of common stock

 
(250,000
)
Proceeds from exercise of stock options
3,205

 
1,288

Withholding taxes paid on stock-based compensation award distributions
(10,570
)
 
(16,460
)
Other
(445
)
 

Net cash provided by (used in) financing activities
61,967

 
(556,867
)
Net effect of foreign exchange on cash and cash equivalents
(11,481
)
 
(21,854
)
Decrease in cash and cash equivalents
(157,137
)
 
(229,159
)
Cash and cash equivalents at end of period
$
398,183

 
$
908,144

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Table of Contents
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 condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, our consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in equity for the three-month and six-month periods ended June 30, 2019 and 2018 and our condensed consolidated statements of cash flows for the six-month periods ended June 30, 2019 and 2018. All adjustments are of a normal and recurring nature. 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, 2018, which was filed with the Securities and Exchange Commission (“SEC”) on February 27, 2019. The December 31, 2018 condensed consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three-month and six-month periods ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year. The six-month period ended June 30, 2018 includes an $11.2 million cumulative adjustment to decrease Retained earnings due to the adoption of accounting guidance that eliminated the deferral of tax effects of intra-entity asset transfers other than inventory.
Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” and all related amendments using the modified retrospective method. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $139.1 million as of January 1, 2019. Comparative periods have not been restated and are reported in accordance with our historical accounting. The standard did not have an impact on our consolidated Net income or cash flows. In addition, as a result of the adoption of this new standard, we have implemented internal controls and system changes to prepare the financial information.
As part of this adoption, we have elected the practical expedient relief package allowed by the new standard, which does not require the reassessment of (1) whether existing contracts contain a lease, (2) the lease classification or (3) unamortized initial direct costs for existing leases; and have elected to apply hindsight to the existing leases. Additionally, we have made accounting policy elections such as exclusion of short-term leases (leases with a term of 12 months or less and which do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation, use of portfolio approach in determination of discount rate and accounting for non-lease components in a contract as part of a single lease component for all asset classes.
See Note 2, “Leases” and Note 17, “Recently Issued Accounting Pronouncements,” for additional information. In addition, see below for a description of our updated lease accounting policy.
Leases
We determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As an implicit rate for most of our leases is not determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease payments for the initial measurement of lease ROU assets and lease liabilities include fixed and variable payments based on an index or a rate. Variable lease payments that are not index or rate based are recorded as expenses when incurred. Our variable lease payments typically include real estate taxes, insurance costs and common-area maintenance. The operating lease ROU asset also includes any lease payments made, net of lease incentives. The lease term is the non-cancelable period of the lease, including any options to extend, purchase or terminate the lease when it is reasonably certain that we will exercise that option. We amortize the operating lease ROU assets on a straight-line basis over the period of the lease and the finance lease ROU assets on a straight-line basis over the shorter of their estimated useful lives or the lease terms. 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.

NOTE 2—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

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.
Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table provides details of our lease contracts for the three-month and six-month periods ended June 30, 2019 (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Operating lease cost
$
8,381

 
$
17,802

Finance lease cost:
 
 
 
Amortization of right of use assets
136

 
314

Interest on lease liabilities
32

 
65

Total finance lease cost
168

 
379

 
 
 
 
Short-term lease cost
1,869

 
3,835

Variable lease cost
1,432

 
2,518

Total lease cost
$
11,850

 
$
24,534

Supplemental cash flow information related to our lease contracts for the six months ended June 30, 2019 is as follows (in thousands):
 
Six Months Ended
 
June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
Operating cash flows from operating leases
$
15,775

Operating cash flows from finance leases
65

Financing cash flows from finance leases
341

Right-of-use assets obtained in exchange for lease obligations:
 
Operating leases
526



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Table of Contents
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 June 30, 2019 is as follows (in thousands, except as noted):
 
June 30, 2019
Operating leases:
 
Other assets
$
124,872

 
 
Current operating lease liability
19,441

Other noncurrent liabilities
106,788

Total operating lease liabilities
126,229

Finance leases:
 
Net property, plant and equipment
4,089

 
 
Current portion of long-term debt
691

Long-term debt
3,459

Total finance lease liabilities
4,150

Weighted average remaining lease term (in years):
 
Operating leases
11.7

Finance leases
6.2

Weighted average discount rate (%):
 
Operating leases
3.87
%
Finance leases
2.89
%

Maturities of lease liabilities as of June 30, 2019 were as follows (in thousands):
 
Operating Leases
 
Finance Leases
Remainder of 2019
$
12,495

 
$
408

2020
21,003

 
771

2021
12,685

 
682

2022
10,649

 
682

2023
10,246

 
682

Thereafter
93,748

 
1,364

Total lease payments
160,826

 
4,589

Less imputed interest
34,597

 
439

Total
$
126,229

 
$
4,150


As of December 31, 2018, future non-cancelable minimum lease payments were $25.6 million in 2019; $17.9 million in 2020; $12.5 million in 2021; $10.8 million in 2022; $10.1 million in 2023; and $87.1 million thereafter.

NOTE 3—Goodwill and Other Intangibles:

The following table summarizes the changes in goodwill by reportable segment for the six months ended June 30, 2019 (in thousands):
 
Lithium
 
Bromine Specialties
 
Catalysts
 
All Other
 
Total
Balance at December 31, 2018
$
1,354,779

 
$
20,319

 
$
185,485

 
$
6,586

 
$
1,567,169

   Foreign currency translation adjustments
(626
)
 

 
(79
)
 

 
(705
)
Balance at June 30, 2019
$
1,354,153

 
$
20,319

 
$
185,406

 
$
6,586

 
$
1,566,464



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ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)


The following table summarizes the changes in other intangibles and related accumulated amortization for the six months ended June 30, 2019 (in thousands):
 
Customer Lists and Relationships
 
Trade Names and Trademarks(a)
 
Patents and Technology
 
Other
 
Total
Gross Asset Value
 
 
 
 
 
 
 
 
 
  Balance at December 31, 2018
$
428,372

 
$
18,453

 
$
55,801

 
$
43,708

 
$
546,334

Foreign currency translation adjustments and other
940

 
(12
)
 
(46
)
 
(84
)
 
798

  Balance at June 30, 2019
$
429,312

 
$
18,441

 
$
55,755

 
$
43,624

 
$
547,132

Accumulated Amortization
 
 
 
 
 
 
 
 
 
  Balance at December 31, 2018
$
(95,797
)
 
$
(8,176
)
 
$
(35,248
)
 
$
(20,970
)
 
$
(160,191
)
    Amortization
(11,695
)
 

 
(707
)
 
(1,319
)
 
(13,721
)
Foreign currency translation adjustments and other
(252
)
 
8

 
23

 
83

 
(138
)
  Balance at June 30, 2019
$
(107,744
)
 
$
(8,168
)
 
$
(35,932
)
 
$
(22,206
)
 
$
(174,050
)
Net Book Value at December 31, 2018
$
332,575

 
$
10,277

 
$
20,553

 
$
22,738

 
$
386,143

Net Book Value at June 30, 2019
$
321,568

 
$
10,273

 
$
19,823

 
$
21,418

 
$
373,082


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

NOTE 4—Income Taxes:
The effective income tax rate for the three-month and six-month periods ended June 30, 2019 was 18.2% and 21.2%, respectively, compared to 21.5% and 19.7% for the three-month and six-month periods ended June 30, 2018, respectively. The Company’s effective income tax rate fluctuates based on, among other factors, its level and location of income. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the three-month and six-month periods ended June 30, 2019 and 2018 was impacted by a variety of factors, primarily stemming from the location in which income was earned. Income tax expense for the three-month and six-month periods ended June 30, 2018 included discrete tax adjustments of $42.0 million for the disposition of the polyolefin catalysts and components portion of our Performance Catalyst Solutions (“PCS”) business (“Polyolefin Catalysts Divestiture”) and $8.5 million for a valuation allowance recorded due to a foreign restructuring plan, partially offset by an $8.0 million benefit for tax accounting method changes. In addition, Income tax expense for the six-month period ended June 30, 2018 included discrete tax benefits related to adjustments recorded for the U.S. Tax Cuts and Jobs Act (“TCJA”) and excess tax benefits realized from stock-based compensation arrangements.


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ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

NOTE 5—Earnings Per Share:
Basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2019 and 2018 are calculated as follows (in thousands, except per share amounts):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Basic earnings per share
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income attributable to Albemarle Corporation
$
154,198

 
$
302,461

 
$
287,767

 
$
434,221

Denominator:
 
 
 
 
 
 
 
Weighted-average common shares for basic earnings per share
105,961

 
109,671

 
105,880

 
110,176

Basic earnings per share
$
1.46

 
$
2.76

 
$
2.72

 
$
3.94

 
 
 
 
 
 
 
 
Diluted earnings per share
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income attributable to Albemarle Corporation
$
154,198

 
$
302,461

 
$
287,767

 
$
434,221

Denominator:
 
 
 
 
 
 
 
Weighted-average common shares for basic earnings per share
105,961

 
109,671

 
105,880

 
110,176

Incremental shares under stock compensation plans
355

 
988

 
456

 
1,087

Weighted-average common shares for diluted earnings per share
106,316

 
110,659

 
106,336

 
111,263

Diluted earnings per share
$
1.45

 
$
2.73

 
$
2.71

 
$
3.90


At June 30, 2019, there were 214,904 common stock equivalents not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
On February 26, 2019, the Company increased the regular quarterly dividend by 10% to $0.3675 per share. On May 8, 2019, the Company declared a cash dividend of $0.3675 per share, which was paid on July 1, 2019 to shareholders of record at the close of business as of June 14, 2019. On July 24, 2019, the Company declared a cash dividend of $0.3675 per share, which is payable on October 1, 2019 to shareholders of record at the close of business as of September 13, 2019.
NOTE 6—Inventories:
The following table provides a breakdown of inventories at June 30, 2019 and December 31, 2018 (in thousands):
 
June 30,
 
December 31,
 
2019
 
2018
Finished goods(a)
$
574,880

 
$
482,355

Raw materials and work in process(b)
172,607

 
158,290

Stores, supplies and other
66,535

 
59,895

Total
$
814,022

 
$
700,540



(a)
Increase primarily due to the build-up of inventory in our Lithium and Catalysts segments to meet higher projected sales during the remainder of 2019.
(b)
Included $69.6 million and $71.4 million at June 30, 2019 and December 31, 2018, respectively, of work in process in our Lithium segment. Raw materials increased primarily in Lithium to meet higher projected sales during the remainder of 2019.

NOTE 7—Investments:
The Company holds a 49% equity interest in Windfield Holdings Pty. Ltd. (“Windfield”), where the ownership parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Windfield to be a variable interest entity (“VIE”), however this investment is not consolidated as the Company is not the primary beneficiary. The carrying amount of our 49% equity interest in Windfield, which is our most significant VIE, was $358.7 million and $349.6 million at June 30, 2019 and December 31, 2018, respectively. The Company’s aggregate net investment in all other entities which it considers to be VIEs for which the Company is not the primary beneficiary was $8.2 million and $8.1 million at June 30, 2019 and December 31, 2018, respectively. Our unconsolidated VIEs are reported in Investments on the condensed consolidated

12

Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

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.

NOTE 8—Long-Term Debt:
Long-term debt at June 30, 2019 and December 31, 2018 consisted of the following (in thousands):
 
June 30,
 
December 31,
 
2019
 
2018
1.875% Senior notes, net of unamortized discount and debt issuance costs of $2,355 at June 30, 2019 and $2,841 at December 31, 2018
$
444,287

 
$
444,155

4.15% Senior notes, net of unamortized discount and debt issuance costs of $2,641 at June 30, 2019 and $2,884 at December 31, 2018
422,359

 
422,116

4.50% Senior notes, net of unamortized discount and debt issuance costs of $439 at June 30, 2019 and $589 at December 31, 2018
174,777

 
174,626

5.45% Senior notes, net of unamortized discount and debt issuance costs of $3,927 at June 30, 2019 and $4,004 at December 31, 2018
346,073

 
345,996

Commercial paper notes
490,000

 
306,606

Variable-rate foreign bank loans
7,464

 
7,216

Finance lease obligations
4,150

 
4,495

Total long-term debt
1,889,110

 
1,705,210

Less amounts due within one year
490,691

 
307,294

Long-term debt, less current portion
$
1,398,419

 
$
1,397,916


Current portion of long-term debt at June 30, 2019 consisted primarily of commercial paper notes with a weighted-average interest rate of approximately 2.67% and a weighted-average maturity of 32 days.
The carrying value of our 1.875% Euro-denominated senior notes has been designated as an effective hedge of our net investment in certain foreign subsidiaries where the Euro serves as the functional currency, and gains or losses on the revaluation of these senior notes to our reporting currency are recorded in accumulated other comprehensive loss. During the three-month and six-month periods ended June 30, 2019, (losses) gains of ($3.0) million and $0.3 million (net of income taxes), respectively, and during the three-month and six-month periods ended June 30, 2018, gains of $23.0 million and $8.6 million (net of income taxes), respectively, were recorded in accumulated other comprehensive loss in connection with the revaluation of these senior notes to our reporting currency.

NOTE 9—Commitments and Contingencies:
Environmental
We had the following activity in our recorded environmental liabilities for the six months ended June 30, 2019 (in thousands):
Beginning balance at December 31, 2018
$
49,569

Expenditures
(3,133
)
Accretion of discount
567

Additions and changes in estimates
1,070

Foreign currency translation adjustments and other
(1,269
)
Ending balance at June 30, 2019
46,804

Less amounts reported in Accrued expenses
9,654

Amounts reported in Other noncurrent liabilities
$
37,150


Environmental remediation liabilities included discounted liabilities of $38.6 million and $40.4 million at June 30, 2019 and December 31, 2018, respectively, discounted at rates with a weighted-average of 3.7%, with the undiscounted amount totaling $72.1 million and $74.5 million at June 30, 2019 and December 31, 2018, respectively. For certain locations where the

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Company is operating groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility.
The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations, could be an additional $10 million to $30 million before income taxes, in excess of amounts already recorded. The variability of this range is primarily driven by possible environmental remediation activity at a formerly owned site where we indemnify the buyer through a set cutoff date in 2024.
We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period.
Litigation
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability, 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.
As previously reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential violations of the Company’s Code of Conduct, the Foreign Corrupt Practices Act and other potentially applicable laws. Based on this internal investigation, we have voluntarily self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business, within our Catalysts segment, to the U.S. Department of Justice (“DOJ”), the SEC, and the Dutch Public Prosecutor (“DPP”), and are cooperating with the DOJ, the SEC, and DPP in their review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with any investigations by the DOJ, the SEC, or DPP. We are unable to predict what, if any, action may be taken by the DOJ, the SEC, or DPP, or what penalties or remedial actions they may seek to impose. Any determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses. We do not believe, however, that any fines, penalties, disgorgement, equitable relief or other losses would have a material adverse effect on our financial condition or liquidity.
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 $29.0 million and $45.3 million at June 30, 2019 and December 31, 2018, respectively, recorded in Other noncurrent liabilities, and $21.4 million recorded in Accrued expenses at June 30, 2019, related to the indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities sold, as well as the proposed settlement of an ongoing audit of a previously disposed business in Germany.

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

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

NOTE 10—Segment Information:
Our three reportable segments include: (1) Lithium; (2) Bromine Specialties; and (3) Catalysts. Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset and market focus, agility and responsiveness. This business structure aligns with the markets and customers we serve through each of the segments. This structure also facilitates the continued standardization of business processes across the organization, and is consistent with the manner in which information is presently used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions.
Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the fine chemistry services business that does not fit into any of our core businesses.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for certain corporate costs.
The Company’s chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. 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.

15

Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
 
(In thousands)
Net sales:
 
 
 
 
 
 
 
Lithium
$
324,758

 
$
317,563

 
$
616,644

 
$
615,595

Bromine Specialties
255,433

 
220,514

 
504,485

 
446,153

Catalysts
266,301

 
284,966

 
517,949

 
545,683

All Other
38,560

 
30,748

 
78,038

 
67,913

Corporate

 
83

 

 
159

Total net sales
$
885,052

 
$
853,874

 
$
1,717,116

 
$
1,675,503

 
 
 
 
 
 
 
 
Adjusted EBITDA:
 
 
 
 
 
 
 
Lithium
$
141,779

 
$
141,617

 
$
257,395

 
$
272,631

Bromine Specialties
81,332

 
69,367

 
159,929

 
139,336

Catalysts
66,875

 
75,102

 
126,946

 
142,932

All Other
11,240

 
(101
)
 
18,483

 
3,761

Corporate
(39,326
)
 
(27,423
)
 
(74,986
)
 
(51,380
)
Total adjusted EBITDA
$
261,900

 
$
258,562

 
$
487,767

 
$
507,280


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

16

Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 
Lithium
 
Bromine Specialties
 
Catalysts
 
Reportable Segments Total
 
All Other
 
Corporate
 
Consolidated Total
Three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
117,303

 
$
69,616

 
$
54,124

 
$
241,043

 
$
9,118

 
$
(95,963
)
 
$
154,198

Depreciation and amortization
24,365

 
11,716

 
12,751

 
48,832

 
2,122

 
1,994

 
52,948

Acquisition and integration related costs(a)

 

 

 

 

 
4,990

 
4,990

Interest and financing expenses

 

 

 

 

 
11,601

 
11,601

Income tax expense

 

 

 

 

 
30,411

 
30,411

Non-operating pension and OPEB items

 

 

 

 

 
(676
)
 
(676
)
Other(b)
111

 

 

 
111

 

 
8,317

 
8,428

Adjusted EBITDA
$
141,779

 
$
81,332

 
$
66,875

 
$
289,986

 
$
11,240

 
$
(39,326
)
 
$
261,900

Three months ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
117,292

 
$
59,673

 
$
280,887

 
$
457,852

 
$
(2,079
)
 
$
(153,312
)
 
$
302,461

Depreciation and amortization
24,325

 
9,694

 
12,920

 
46,939

 
1,978

 
1,557

 
50,474

Gain on sale of business(c)

 

 
(218,705
)
 
(218,705
)
 

 

 
(218,705
)
Acquisition and integration related costs(a)

 

 

 

 

 
6,510

 
6,510

Interest and financing expenses

 

 

 

 

 
13,308

 
13,308

Income tax expense

 

 

 

 

 
80,102

 
80,102

Non-operating pension and OPEB items

 

 

 

 

 
(2,204
)
 
(2,204
)
Legal accrual(d)

 

 

 

 

 
10,416

 
10,416

Albemarle Foundation contribution(e)

 

 

 

 

 
15,000

 
15,000

Other(f)

 

 

 

 

 
1,200

 
1,200

Adjusted EBITDA
$
141,617

 
$
69,367

 
$
75,102

 
$
286,086

 
$
(101
)
 
$
(27,423
)
 
$
258,562

Six months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
210,472

 
$
137,096

 
$
101,983

 
$
449,551

 
$
14,324

 
$
(176,108
)
 
$
287,767

Depreciation and amortization
46,457

 
22,833

 
24,963

 
94,253

 
4,159

 
3,819

 
102,231

Acquisition and integration related costs(a)

 

 

 

 

 
10,274

 
10,274

Gain on sale of property(g)

 

 

 

 

 
(11,079
)
 
(11,079
)
Interest and financing expenses

 

 

 

 

 
24,187

 
24,187

Income tax expense

 

 

 

 

 
67,925

 
67,925

Non-operating pension and OPEB items

 

 

 

 

 
(1,259
)
 
(1,259
)
Other(b)
466

 

 

 
466

 

 
7,255

 
7,721

Adjusted EBITDA
$
257,395

 
$
159,929

 
$
126,946

 
$
544,270

 
$
18,483

 
$
(74,986
)
 
$
487,767

Six months ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
225,626

 
$
119,209

 
$
336,547

 
$
681,382

 
$
(319
)
 
$
(246,842
)
 
$
434,221

Depreciation and amortization
48,390

 
20,127

 
25,090

 
93,607

 
4,080

 
3,117

 
100,804

Gain on sale of business(c)

 

 
(218,705
)
 
(218,705
)
 

 

 
(218,705
)
Acquisition and integration related costs(a)

 

 

 

 

 
8,712

 
8,712

Interest and financing expenses

 

 

 

 

 
26,846

 
26,846

Income tax expense

 

 

 

 

 
100,463

 
100,463

Non-operating pension and OPEB items

 

 

 

 

 
(4,401
)
 
(4,401
)
Legal accrual(d)

 

 

 

 

 
28,044

 
28,044

Environmental accrual(h)

 

 

 

 

 
15,597

 
15,597

Albemarle Foundation contribution(e)

 

 

 

 

 
15,000

 
15,000

Other(f)
(1,385
)
 

 

 
(1,385
)
 

 
2,084

 
699

Adjusted EBITDA
$
272,631

 
$
139,336

 
$
142,932

 
$
554,899

 
$
3,761

 
$
(51,380
)
 
$
507,280


(a)
Included acquisition and integration related costs relating to various significant projects. For the three-month and six-month periods ended June 30, 2019, $5.0 million and $10.3 million was recorded in Selling, general and administrative expenses. For the three-month

17

Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

and six-month periods ended June 30, 2018, $1.0 million and $1.9 million was recorded in Cost of goods sold, respectively, and $5.5 million and $6.8 million was recorded in Selling, general and administrative expenses, respectively.
(b)
Included amounts for the three months ended June 30, 2019 recorded in:
Cost of goods sold - $0.1 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
Selling, general and administrative expenses - Expected severance payments to be made in 2019 as part of a business reorganization plan of $4.8 million, with the unpaid balance recorded in Accrued expenses as of June 30, 2019, and $1.0 million of shortfall contributions for our multiemployer plan financial improvement plan.
Other (expenses) income, net - $2.5 million of a net loss primarily resulting from the revision of indemnifications related to previously disposed businesses.
Included amounts for the six months ended June 30, 2019 recorded in:
Cost of goods sold - $0.5 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
Selling, general and administrative expenses - Expected severance payments to be made in 2019 as part of a business reorganization plan of $5.3 million, with the unpaid balance recorded in Accrued expenses as of June 30, 2019, and $1.0 million of shortfall contributions for our multiemployer plan financial improvement plan.
Other (expenses) income, net - $0.9 million of a net loss primarily resulting from the revision of indemnifications and other liabilities related to previously disposed businesses.
(c)
Gain related to the sale of the Polyolefin Catalysts Divestiture, which closed in the second quarter of 2018.
(d)
Included in Other (expenses) income, net for the three-month and six-month periods ended June 30, 2018 is a $10.4 million expense resulting from a settlement of a legal matter related to guarantees from a previously disposed business. Also included in Other (expenses) income, net, for the six months ended June 30, 2018 is a $17.6 million expense resulting from a jury rendered verdict against Albemarle related to certain business concluded under a 2014 sales agreement for products that Albemarle no longer manufactures.
(e)
Included in Selling, general and administrative expenses is a charitable contribution, using a portion of the proceeds received from the Polyolefin Catalysts Divestiture, to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs, scholarships and other charitable initiatives in locations where our employees live and operate. This contribution is in addition to the ordinary annual contribution made to the Albemarle Foundation by the Company, and is significant in size and nature in that it is intended to provide more long-term benefits in the communities where we live and operate.
(f)
Included amounts for the three months ended June 30, 2018 recorded in:
Other (expenses) income, net - $1.2 million related to the revision of previously recorded expenses of disposed businesses.
Included amounts for the six months ended June 30, 2018 recorded in:
Cost of goods sold - $1.1 million for the write-off of fixed assets related to a major capacity expansion in our Jordanian joint venture.
Selling, general and administrative expenses - $1.4 million gain related to a refund from Chilean authorities due to an overpayment made in a prior year.
Other (expenses) income, net - $1.0 million related to the revision of previously recorded expenses of disposed businesses.
(g)
Gain recorded in Other (expenses) income, net related to the sale of land in Pasadena, Texas not used as part of our operations.
(h)
Increase in environmental reserve to indemnify the buyer of a formerly owned site recorded in Other (expenses) income, net. As defined in the agreement of sale, this indemnification has a set cutoff date in 2024, at which point we will no longer be required to provide financial coverage.


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ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

NOTE 11—Pension Plans and Other Postretirement Benefits:
The components of pension and postretirement benefits cost (credit) for the three-month and six-month periods ended June 30, 2019 and 2018 were as follows (in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Pension Benefits Cost (Credit):
 
 
 
 
 
 
 
Service cost
$
1,123

 
$
1,259

 
$
2,253

 
$
2,527

Interest cost
8,220

 
8,016

 
16,540

 
16,043

Expected return on assets
(9,445
)
 
(10,760
)
 
(18,897
)
 
(21,524
)
Amortization of prior service benefit
6

 
24

 
12

 
46

Total net pension benefits credit
$
(96
)
 
$
(1,461
)
 
$
(92
)
 
$
(2,908
)
Postretirement Benefits Cost (Credit):
 
 
 
 
 
 
 
Service cost
$
25

 
$
30

 
$
49

 
$
59

Interest cost
549

 
542

 
1,098

 
1,084

Expected return on assets

 
(2
)
 

 
(4
)
Amortization of prior service benefit

 
(12
)
 

 
(24
)
Total net postretirement benefits cost
$
574

 
$
558

 
$
1,147

 
$
1,115

Total net pension and postretirement benefits cost (credit)
$
478

 
$
(903
)
 
$
1,055

 
$
(1,793
)

All components of net benefit cost (credit), other than service cost, are included in Other (expenses) income, net on the consolidated statements of income.
During the three-month and six-month periods ended June 30, 2019, we made contributions of $3.8 million and $6.5 million, respectively, to our qualified and nonqualified pension plans. During the three-month and six-month periods ended June 30, 2018, we made contributions of $2.8 million and $5.9 million, respectively, to our qualified and nonqualified pension plans.
We paid $0.4 million and $1.3 million in premiums to the U.S. postretirement benefit plan during the three-month and six-month periods ended June 30, 2019, respectively. During the three-month and six-month periods ended June 30, 2018, we paid $0.7 million and $1.2 million, respectively, in premiums to the U.S. postretirement benefit plan.

NOTE 12—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 senior 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 condensed 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.
 
June 30, 2019
 
December 31, 2018
 
Recorded
Amount
 
Fair Value
 
Recorded
Amount
 
Fair Value
 
(In thousands)
Long-term debt
$
1,895,365

 
$
1,962,915

 
$
1,712,003

 
$
1,731,271


Foreign Currency Forward Contracts—we enter into foreign currency forward contracts in connection with our risk management strategies in an attempt to minimize the financial impact of changes in foreign currency exchange rates. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. The fair values of our foreign currency forward contracts are estimated based on current settlement values. At June 30, 2019 and December 31, 2018, we had outstanding foreign currency forward contracts with notional values totaling $895.2 million and $626.5 million, respectively, hedging our exposure to various currencies including the Euro, Chinese Renminbi, Chilean Peso

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

and Australian Dollar. Our foreign currency forward contracts outstanding at June 30, 2019 and December 31, 2018 have not been designated as hedging instruments under ASC 815, Derivatives and Hedging. The following table summarizes the fair value of our foreign currency forward contracts included in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 (in thousands):
 
June 30,
 
December 31,
 
2019
 
2018
Foreign currency forward contracts - Other accounts receivable
$

 
$
431

Foreign currency forward contracts - Accrued expenses
$
87

 
$


Gains and losses on foreign currency forward contracts are recognized currently in Other (expenses) income, net; further, fluctuations in the value of these contracts are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other (expenses) income, net. The following table summarizes these net gains (losses) recognized in our consolidated statements of income during the three-month and six-month periods ended June 30, 2019 and 2018 (in thousands):
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Foreign currency forward contracts gains (losses)
$
2,099

 
$
(17,650
)
 
$
(8,316
)
 
$
(12,831
)

In addition, for the six-month periods ended June 30, 2019 and 2018, we recorded losses of $8.3 million and $12.8 million, respectively, related to the change in the fair value of our foreign currency forward contracts, and net cash settlements of $7.8 million and $18.0 million, respectively, in Other, net, in our condensed consolidated statements of cash flows.
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 13—Fair Value Measurement:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
 
 
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
 
 
Level 3
Unobservable inputs for the asset or liability

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands):
 
June 30, 2019
 
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:
 
 
 
 
 
 
 
Investments under executive deferred compensation plan(a)
$
25,961

 
$
25,961

 
$

 
$

Private equity securities(b)
$
30

 
$
30

 
$

 
$

Private equity securities measured at net asset value(b)(c)
$
7,178

 
$

 
$

 
$

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Obligations under executive deferred compensation plan(a)
$
25,961

 
$
25,961

 
$

 
$

Foreign currency forward contracts(d)
$
87

 
$

 
$
87

 
$

 
December 31, 2018
 
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:
 
 
 
 
 
 
 
Investments under executive deferred compensation plan(a)
$
26,292

 
$
26,292

 
$

 
$

Private equity securities(b)
$
26

 
$
26

 
$

 
$

Private equity securities measured at net asset value(b)(c)
$
7,195

 
$

 
$

 
$

Foreign currency forward contracts(d)
$
431

 
$

 
$
431

 
$

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Obligations under executive deferred compensation plan(a)
$
26,292

 
$
26,292

 
$

 
$


(a)
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.
(b)
Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other (expenses) income, net, in our consolidated statements of income.
(c)
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.
(d)
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. Unless otherwise noted, these derivative financial instruments are not designated as hedging instruments under ASC 815, Derivatives and Hedging. 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.


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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

NOTE 14—Accumulated Other Comprehensive (Loss) Income:
The components and activity in Accumulated other comprehensive (loss) income (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands):
 
Foreign Currency Translation
 
Pension and Postretirement Benefits(a)
 
Net Investment Hedge
 
Interest Rate Swap(b)
 
Total
Three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
Balance at March 31, 2019
$
(418,454
)
 
$
(152
)
 
$
75,641

 
$
(14,573
)
 
$
(357,538
)
Other comprehensive income (loss) before reclassifications
10,544

 

 
(3,037
)
 

 
7,507

Amounts reclassified from accumulated other comprehensive loss

 
6

 

 
641

 
647

Other comprehensive income (loss), net of tax
10,544

 
6

 
(3,037
)
 
641

 
8,154

Other comprehensive income attributable to noncontrolling interests
(27
)
 

 

 

 
(27
)
Balance at June 30, 2019
$
(407,937
)
 
$
(146
)
 
$
72,604

 
$
(13,932
)
 
$
(349,411
)
Three months ended June 30, 2018
 
 
 
 
 
 
 
 
 
Balance at March 31, 2018
$
(192,864
)
 
$
(18
)
 
$
32,130

 
$
(13,987
)
 
$
(174,739
)
Other comprehensive (loss) income before reclassifications
(150,857
)
 

 
22,989

 

 
(127,868
)
Amounts reclassified from accumulated other comprehensive loss

 
23

 

 
642

 
665

Other comprehensive (loss) income, net of tax
(150,857
)
 
23

 
22,989

 
642

 
(127,203
)
Other comprehensive loss attributable to noncontrolling interests
263

 

 

 

 
263

Balance at June 30, 2018
$
(343,458
)
 
$
5

 
$
55,119

 
$
(13,345
)
 
$
(301,679
)
Six months ended June 30, 2019
 
 
 
 
 
 
 
 
 
Balance at December 31, 2018
$
(407,646
)
 
$
(159
)
 
$
72,337

 
$
(15,214
)
 
$
(350,682
)
Other comprehensive (loss) income before reclassifications
(311
)
 

 
267

 

 
(44
)
Amounts reclassified from accumulated other comprehensive loss

 
13

 

 
1,282

 
1,295

Other comprehensive (loss) income, net of tax
(311
)
 
13

 
267

 
1,282

 
1,251

Other comprehensive loss attributable to noncontrolling interests
20

 

 

 

 
20

Balance at June 30, 2019
$
(407,937
)
 
$
(146
)
 
$
72,604

 
$
(13,932
)
 
$
(349,411
)
Six months ended June 30, 2018
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
$
(257,569
)
 
$
(21
)
 
$
46,551

 
$
(14,629
)
 
$
(225,668
)
Other comprehensive (loss) income before reclassifications
(85,966
)
 

 
8,568

 

 
(77,398
)
Amounts reclassified from accumulated other comprehensive loss

 
26

 

 
1,284

 
1,310

Other comprehensive (loss) income, net of tax
(85,966
)
 
26

 
8,568

 
1,284

 
(76,088
)
Other comprehensive loss attributable to noncontrolling interests
77

 

 

 

 
77

Balance at June 30, 2018
$
(343,458
)
 
$
5

 
$
55,119

 
$
(13,345
)
 
$
(301,679
)


(a)
The pre-tax portion of amounts reclassified from accumulated other comprehensive loss consists of amortization of prior service benefit, which is a component of pension and postretirement benefits cost (credit). See Note 11, “Pension Plans and Other Postretirement Benefits,” for additional information.
(b)
The pre-tax portion of amounts reclassified from accumulated other comprehensive loss is included in interest expense.

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

The amount of income tax benefit (expense) allocated to each component of Other comprehensive income (loss) for the three-month and six-month periods ended June 30, 2019 and 2018 is provided in the following tables (in thousands):
 
Three Months Ended June 30,
 
2019
 
2018
 
Foreign Currency Translation
 
Pension and Postretirement Benefits
 
Net Investment Hedge
 
Interest Rate Swap
 
Foreign Currency Translation
 
Pension and Postretirement Benefits
 
Net Investment Hedge
 
Interest Rate Swap
Other comprehensive income (loss), before tax
$
10,544

 
$
6

 
$
(3,951
)
 
$
834

 
$
(150,858
)
 
$
27

 
$
29,864

 
$
834

Income tax benefit (expense)

 

 
914

 
(193
)
 
1

 
(4
)
 
(6,875
)
 
(192
)
Other comprehensive income (loss), net of tax
$
10,544

 
$
6

 
$
(3,037
)
 
$
641

 
$
(150,857
)
 
$
23

 
$
22,989

 
$
642

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2019
 
2018
 
Foreign Currency Translation
 
Pension and Postretirement Benefits
 
Net Investment Hedge
 
Interest Rate Swap
 
Foreign Currency Translation
 
Pension and Postretirement Benefits
 
Net Investment Hedge
 
Interest Rate Swap
Other comprehensive (loss) income, before tax
$
(310
)
 
$
13

 
$
348

 
$
1,668

 
$
(85,967
)
 
$
30

 
$
11,130

 
$
1,668

Income tax (expense) benefit
(1
)
 

 
(81
)
 
(386
)
 
1

 
(4
)
 
(2,562
)
 
(384
)
Other comprehensive (loss) income, net of tax
$
(311
)
 
$
13

 
$
267

 
$
1,282

 
$
(85,966
)
 
$
26

 
$
8,568

 
$
1,284



NOTE 15—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 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
2018
 
2019
 
2018
Sales to unconsolidated affiliates
$
5,372

 
$
11,033

 
$
9,663

 
$
15,638

Purchases from unconsolidated affiliates(a)
$
55,617

 
$
57,059

 
$
119,116

 
$
125,975


(a)
Purchases from unconsolidated affiliates primarily relate to purchases from our Windfield joint venture.

Our condensed consolidated balance sheets include accounts receivable due from and payable to unconsolidated affiliates in the ordinary course of business as follows (in thousands):
 
June 30, 2019
 
December 31, 2018
Receivables from unconsolidated affiliates
$
3,698

 
$
14,348

Payables to unconsolidated affiliates
$
57,031

 
$
68,357



NOTE 16—Supplemental Cash Flow Information:
Supplemental information related to the condensed consolidated statements of cash flows is as follows (in thousands):
 
Six Months Ended 
 June 30,
 
2019
 
2018
Supplemental non-cash disclosure related to investing activities:
 
 
 
Capital expenditures included in Accounts payable
$
170,776

 
$
95,080


Other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 included $14.4 million and $33.9 million, respectively, representing the reclassification

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Table of Contents
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

of the current portion of the one-time transition tax resulting from the enactment of the TCJA, from Other noncurrent liabilities to Income taxes payable within current liabilities.

NOTE 17—Recently Issued Accounting Pronouncements:
In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that requires assets and liabilities arising from leases to be recorded on the balance sheet. Additional disclosures are required regarding the amount, timing, and uncertainty of cash flows from leases. In July 2018, the FASB issued an amendment which would allow entities to initially apply this new standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of Retained earnings. The Company adopted this standard on January 1, 2019 using this transition method. See Note 1, “Basis of Presentation,” for further details.
In June 2016, the FASB issued accounting guidance that, among other things, changes the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of the financial asset. Additional disclosures are required regarding an entity’s assumptions, models and methods for estimating the expected credit loss. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is to be applied using a modified retrospective approach. Early adoption is permitted. We currently do not expect this guidance to have a significant impact on our financial statements.
In January 2017, the FASB issued accounting guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a reporting unit to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit has been acquired in a business combination. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is to be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. We expect to adopt this guidance on January 1, 2020 and do not expect it to have a significant impact on our financial statements.
In August 2017, the FASB issued accounting guidance to better align an entity’s risk management activities with hedge accounting, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. This guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. In October 2018, the FASB issued additional guidance that permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, Derivatives and Hedging. These new requirements became effective on January 1, 2019 and did not have a significant impact on our financial statements.
In August 2018, the FASB issued accounting guidance that requires implementation costs incurred in a cloud computing arrangement that is a service contract to be capitalized. Entities will be required to recognize the capitalized implementation costs to expense over the noncancellable term of the cloud computing arrangement. As allowed by its provisions, we early-adopted this new guidance in the first quarter of 2019. The adoption of this new guidance did not have a significant impact on our financial statements.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Some of the information presented in this Quarterly Report on Form 10-Q, including the documents incorporated by reference, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We have used words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “would,” “will” and variations of such words and similar expressions to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results and expectations expressed or implied in the forward-looking statements.

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Table of Contents

Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include, without limitation:
changes in economic and business conditions;
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;
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;
changes in our markets in general;
fluctuations in foreign currencies;
changes in laws and government regulation impacting our operations or our products;
the occurrence of regulatory actions, proceedings, claims or litigation;
the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change;
hazards associated with chemicals manufacturing;
the inability to maintain current levels of 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;
changes in monetary policies, inflation or interest rates that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations;
volatility and uncertainties in the debt and equity markets;
technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks;
decisions we may make in the future;
the ability to successfully execute, operate and integrate acquisitions and divestitures; and
the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”).
We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. The following discussion should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.
The following is a discussion and analysis of our results of operations for the three-month and six-month periods ended June 30, 2019 and 2018. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity” on page 37.
Overview
We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’ needs across a diverse range of end markets. The end markets we serve include energy storage, petroleum refining, consumer electronics, construction, automotive, lubricants, pharmaceuticals, crop protection and custom chemistry services. We believe that our commercial and geographic diversity, technical expertise, innovative capability, flexible, low-cost global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading market positions in those areas of the specialty chemicals industry in which we operate.
Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings

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growth. We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace. 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.
Second Quarter 2019
During the second quarter of 2019:
Our board of directors declared a quarterly dividend of $0.3675 per share on May 8, 2019, which was paid on July 1, 2019 to shareholders of record at the close of business as of June 14, 2019.
Our net sales for the quarter were $885.1 million, up 4% from net sales of $853.9 million in the second quarter of 2018.
Diluted earnings per share were $1.45. This represented a decrease from second quarter 2018 results of $2.73 per diluted share, which included the $176.7 million, or $1.60 per diluted share, after tax gain on sale of business.
Announced a revised agreement with Mineral Resources Limited (“MRL”) to acquire 60% ownership of MRL’s Wodgina hard rock lithium mine in Western Australia and form a 60-40 joint venture with MRL to operate the mine and battery grade lithium hydroxide production facilities. Albemarle will pay $820 million in cash and transfer a 40% interest in certain lithium hydroxide conversion assets being built in Kermerton, Western Australia.

Outlook
The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, the market for lithium battery and energy storage continues to accelerate, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. Amidst these dynamics, we believe our business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volume, 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.
Lithium: We expect strong year-over-year growth for the remainder of 2019 in Lithium, led by continued strong demand in battery-grade applications and increased conversion capacity.
On a longer term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid electric vehicles and full battery electric vehicles increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium ion battery costs, increasing battery performance 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, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution.
Bromine Specialties: We expect to see continued growth in net sales and profitability in 2019, due to healthy demand and pricing for our flame retardants and other derivatives. However, with sustained low oil prices, we expect stable, albeit low, drilling completion fluid demand throughout the year. While it is possible oil prices could continue to rebound some in 2019, the short-term impact will be to increase raw material costs. Offshore well completions lag oil pricing, so any benefit in completion fluid volume would likely extend throughout the year.
On a longer term basis, we continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for fire safety products. Absent an increase in regulatory pressure on offshore drilling, we would expect this business to follow a long-term growth trajectory once oil prices recover from prevailing levels as we expect that deep water drilling will continue to increase around the world. We are focused on profitably growing our globally competitive bromine and derivatives production network to serve all major bromine consuming products and markets. We believe the global supply/demand gap could tighten as demand for existing and possible new uses of bromine expands over time. The combination of solid, long-term business fundamentals, with our strong cost position, product

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innovations and effective management of raw material costs will enable us to manage our business through end market challenges and to capitalize on opportunities that are expected with favorable market trends in select end markets.
Catalysts: We believe increased global demand for transportation fuels, new refinery start-ups and ongoing adoption of cleaner fuels will be the primary drivers of growth in our Catalysts business. We believe delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry. We believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the world, including those managing new contaminants present in North America tight oil, and those in the Middle East and Asia seeking to use heavier feedstock while pushing for higher propylene yields. Longer term, we believe that the global crude supply will get heavier and more sour, a trend that bodes well for our catalysts portfolio. With superior technology and production capacities, and expected growth in end market demand, we believe that Catalysts remains well-positioned for the future. In Performance Catalyst Solutions (“PCS”), we expect growth on a longer term basis in our organometallic business due to growing global demand for plastics driven by rising standards of living and infrastructure spending.
All Other: The fine chemistry services business will continue to be reported outside the Company’s reportable segments as it does not fit in the Company’s core businesses. We expect the near future prospects for the fine chemistry services business to be impacted by a challenging agriculture industry environment and the timing of customer orders in pharmaceuticals. We continue to work to reinvigorate the pipeline of new products and services to these markets.
Corporate: In the first quarter of 2019, we increased our quarterly dividend rate to $0.3675 per share. We continue to focus on cash generation, working capital management and process efficiencies. We expect our global effective tax rate for 2019 to be approximately 20%; however, our rate will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the U.S., including the U.S. Tax Cuts and Jobs Act (“TCJA”), and other tax jurisdictions.
We remain committed to evaluating the merits of any opportunities that may arise for acquisitions or other business development activities that will complement our business footprint. Additional information regarding our products, markets and financial performance is provided at our website, www.albemarle.com. Our website is not a part of this document nor is it incorporated herein by reference.


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Results of Operations
The following data and discussion provide an analysis of certain significant factors affecting our results of operations during the periods included in the accompanying consolidated statements of income.
Second Quarter 2019 Compared to Second Quarter 2018
Selected Financial Data (Unaudited)
 
Three Months Ended June 30,
 
Percentage Change
 
2019
 
2018
 
2019 vs. 2018
 
(In thousands, except percentages and per share amounts)
NET SALES
$
885,052

 
$
853,874

 
4
 %
Cost of goods sold
559,138

 
542,518

 
3
 %
GROSS PROFIT
325,914

 
311,356

 
5
 %
GROSS PROFIT MARGIN
36.8
%
 
36.5
%
 
 
Selling, general and administrative expenses
126,715

 
123,637

 
2
 %
Research and development expenses
13,462

 
16,074

 
(16
)%
Gain on sale of business

 
(218,705
)
 
(100
)%
OPERATING PROFIT
185,737

 
390,350

 
(52
)%
OPERATING PROFIT MARGIN
21.0
%
 
45.7
%
 
 
Interest and financing expenses
(11,601
)
 
(13,308
)
 
(13
)%
Other expenses, net
(7,065
)
 
(5,223
)
 
35
 %
INCOME BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
167,071

 
371,819

 
(55
)%
Income tax expense
30,411

 
80,102

 
(62
)%
Effective tax rate
18.2
%
 
21.5
%
 
 
INCOME BEFORE EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
136,660

 
291,717

 
(53
)%
Equity in net income of unconsolidated investments (net of tax)
38,310

 
18,969

 
102
 %
NET INCOME
174,970

 
310,686

 
(44
)%
Net income attributable to noncontrolling interests
(20,772
)
 
(8,225
)
 
153
 %
NET INCOME ATTRIBUTABLE TO ALBEMARLE CORPORATION
$
154,198

 
$
302,461

 
(49
)%
PERCENTAGE OF NET SALES
17.4
%
 
35.4
%
 
 
Basic earnings per share
$
1.46

 
$
2.76

 
(47
)%
Diluted earnings per share
$
1.45

 
$
2.73

 
(47
)%
Net Sales
For the three-month period ended June 30, 2019, we recorded net sales of $885.1 million, an increase of $31.2 million, or 4%, compared to net sales of $853.9 million for the three-month period ended June 30, 2018. The increase was driven by $26.0 million of favorable pricing impacts in each of our reportable segments and higher volume in Lithium and Bromine Specialties. Partially offsetting this was $19.5 million in lower Catalysts volume, driven by the impact on Fluid Catalytic Cracking, or FCC catalysts, of lighter global crude, and $16.2 million of unfavorable currency exchange resulting from the stronger U.S. Dollar against various currencies.
Gross Profit
For the three-month period ended June 30, 2019, our gross profit increased $14.6 million, or 5%, from the corresponding 2018 period. The increase was primarily due to favorable pricing impacts in each of our reportable segments and higher volume in Bromine Specialties and fine chemistry services. This was partially offset by the higher tolled product costs in our Lithium segment and higher raw material costs in our Catalysts segment. Overall, these factors contributed to a gross profit margin for the three-month period ended June 30, 2019 of 36.8%, up from 36.5% in the corresponding period in 2018.
Selling, General and Administrative Expenses
For the three-month period ended June 30, 2019, our selling, general and administrative (“SG&A”) expenses increased $3.1 million, or 2%, from the three-month period ended June 30, 2018. SG&A expenses for the three-month period ended June

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30, 2018 included a $15.0 million contribution to the Albemarle Foundation to further support the communities in which we operate, while the three-month period ended June 30, 2019 included $4.8 million of severance payments as part of a business reorganization plan. Excluding the impact of these charges, SG&A expenses increased $13.3 million, primarily due to higher professional fees to support planned projects and higher compensation-related spend. As a percentage of net sales, SG&A expenses were 14.3% for the three-month period ended June 30, 2019, compared to 14.5% for the corresponding period in 2018.
Research and Development Expenses
For the three-month period ended June 30, 2019, our research and development (“R&D”) expenses decreased $2.6 million, or 16%, from the three-month period ended June 30, 2018 due to the lower second quarter spend in our Lithium and Catalysts segments. As a percentage of net sales, R&D expenses were 1.5% and 1.9% for the three-month periods ended June 30, 2019 and 2018, respectively.
Gain on Sale of Business
In the second quarter of 2018, we closed the sale of the polyolefin catalysts and components portion of the PCS business (“Polyolefin Catalysts Divestiture”) and recorded a gain before income taxes of $218.7 million.
Interest and Financing Expenses
Interest and financing expenses for the three-month period ended June 30, 2019 decreased $1.7 million to $11.6 million from the corresponding 2018 period. This decrease is primarily due to the impact of higher capitalized interest from a continued increase in capital expenditures in 2019, partially offset by higher commercial paper loan balances in 2019.
Other Expenses, Net
Other expenses, net, for the three-month period ended June 30, 2019 was $7.1 million compared to $5.2 million for the corresponding 2018 period. During the three-month period ended June 30, 2018, we recorded a $10.4 million legal expense relating to a previously disposed business. The remaining difference was primarily due to an increase in foreign exchange losses of $8.1 million and a decrease in interest income.
Income Tax Expense
The effective income tax rate for the second quarter of 2019 was 18.2% compared to 21.5% for the second quarter of 2018. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the three months ended June 30, 2019 and 2018 was impacted by a variety of factors, primarily stemming from the location in which income was earned. The decrease in the effective tax rate for the three month period ended June 30, 2019 compared to the same period last year was primarily driven by a change in the geographic mix of earnings.
Equity in Net Income of Unconsolidated Investments
Equity in net income of unconsolidated investments was $38.3 million for the three-month period ended June 30, 2019 compared to $19.0 million in the same period last year. This increase of $19.3 million was primarily due to higher equity income reported by our Lithium segment joint venture, Windfield Holdings Pty. Ltd., as well as an increase in equity income in our Catalysts segment.
Net Income Attributable to Noncontrolling Interests
For the three-month period ended June 30, 2019, net income attributable to noncontrolling interests was $20.8 million compared to $8.2 million in the same period last year. This increase of $12.5 million was primarily due to an increase in consolidated income related to our Jordan Bromine Company (“JBC”) joint venture from higher sales volume in the quarter.
Net Income Attributable to Albemarle Corporation
Net income attributable to Albemarle Corporation decreased to $154.2 million in the three-month period ended June 30, 2019, from $302.5 million in the three-month period ended June 30, 2018. The three-month period ended June 30, 2018 included an after tax gain of $176.7 million related to the Polyolefin Catalysts Divestiture. Excluding this gain, Net income attributable to Albemarle Corporation increased due to favorable pricing impacts in each of our reportable segments, increased volume in Lithium and Bromine Specialties and a lower effective tax rate in 2019. This was partially offset by higher input costs in Lithium, higher raw material costs in Catalysts and unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies. In addition, during the three-month period ended June 30, 2018, we recorded a $15.0 million charitable contribution to the Albemarle Foundation and a $10.4 million legal expense relating to a previously disposed business.

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Other Comprehensive Income (Loss), Net of Tax
Total other comprehensive income (loss), after income taxes, was $8.2 million for the three-month period ended June 30, 2019 compared to ($127.2) million for the corresponding period in 2018. The majority of these amounts are the result of translating our foreign subsidiary financial statements from their local currencies to U.S. Dollars. In the 2019 period, other comprehensive income from foreign currency translation adjustments was $10.5 million, primarily as a result of favorable movements in the Euro of approximately $12 million and various other currencies totaling approximately $5 million, partially offset by an unfavorable variance in the Chinese Renminbi of approximately $6 million. Also included in total other comprehensive income for the 2019 period is a loss of $3.0 million in connection with the revaluation of our Euro-based 1.875% Senior notes, which have been designated as a hedge of our net investment in foreign operations. In the 2018 period, other comprehensive loss from foreign currency translation adjustments was $150.9 million, mainly as a result of unfavorable movements in the Euro of approximately $110 million, the Chinese Renminbi of approximately $14 million, the Brazilian Real of approximately $12 million and a net unfavorable variance in various other currencies totaling approximately $15 million. Also included in total other comprehensive loss for the 2018 period is income of $23.0 million in connection with the revaluation of our Euro-based 1.875% Senior notes.

Segment Information Overview. We have identified three reportable segments according to the nature and economic characteristics of our products as well as the manner in which the information is used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions. Our reportable business segments consist of: (1) Lithium, (2) Bromine Specialties and (3) Catalysts.
Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the fine chemistry services business, that does not fit into any of our core businesses.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for certain corporate costs.
The Company’s chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. 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.

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Three Months Ended June 30,
 
Percentage Change
 
2019
 
%
 
2018
 
%
 
2019 vs. 2018
 
(In thousands, except percentages)
Net sales:
 
 
 
 
 
 
 
 
 
Lithium
$
324,758

 
36.7
 %
 
$
317,563

 
37.2
 %
 
2
 %
Bromine Specialties
255,433

 
28.9
 %
 
220,514

 
25.8
 %
 
16
 %
Catalysts
266,301

 
30.1
 %
 
284,966

 
33.4
 %
 
(7
)%
All Other
38,560

 
4.3
 %
 
30,748

 
3.6
 %
 
25
 %
Corporate

 
 %
 
83

 
 %
 
(100
)%
Total net sales
$
885,052

 
100.0
 %
 
$
853,874

 
100.0
 %
 
4
 %
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Lithium
$
141,779

 
54.1
 %
 
$
141,617

 
54.8
 %
 
 %
Bromine Specialties
81,332

 
31.1
 %
 
69,367

 
26.8
 %
 
17
 %
Catalysts
66,875

 
25.5
 %
 
75,102

 
29.0
 %
 
(11
)%
All Other
11,240

 
4.3
 %
 
(101
)
 
 %
 
*

Corporate
(39,326
)
 
(15.0
)%
 
(27,423
)
 
(10.6
)%
 
43
 %
Total adjusted EBITDA
$
261,900

 
100.0
 %
 
$
258,562

 
100.0
 %
 
1
 %
* Percentage calculation is not meaningful.

See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, from Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, (in thousands):
 
Lithium
 
Bromine Specialties
 
Catalysts
 
Reportable Segments Total
 
All Other
 
Corporate
 
Consolidated Total
Three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
117,303

 
$
69,616

 
$
54,124

 
$
241,043

 
$
9,118

 
$
(95,963
)
 
$
154,198

Depreciation and amortization
24,365

 
11,716

 
12,751

 
48,832

 
2,122

 
1,994

 
52,948

Acquisition and integration related costs(a)

 

 

 

 

 
4,990

 
4,990

Interest and financing expenses

 

 

 

 

 
11,601

 
11,601

Income tax expense

 

 

 

 

 
30,411

 
30,411

Non-operating pension and OPEB items

 

 

 

 

 
(676
)
 
(676
)
Other(b)
111

 

 

 
111

 

 
8,317

 
8,428

Adjusted EBITDA
$
141,779

 
$
81,332

 
$
66,875

 
$
289,986

 
$
11,240

 
$
(39,326
)
 
$
261,900

Three months ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
117,292

 
$
59,673

 
$
280,887

 
$
457,852

 
$
(2,079
)
 
$
(153,312
)
 
$
302,461

Depreciation and amortization
24,325

 
9,694

 
12,920

 
46,939

 
1,978

 
1,557

 
50,474

Gain on sales of business(c)

 

 
(218,705
)
 
(218,705
)
 

 

 
(218,705
)
Acquisition and integration related costs(a)

 

 

 

 

 
6,510

 
6,510

Interest and financing expenses

 

 

 

 

 
13,308

 
13,308

Income tax expense

 

 

 

 

 
80,102

 
80,102

Non-operating pension and OPEB items

 

 

 

 

 
(2,204
)
 
(2,204
)
Legal accrual(d)

 

 

 

 

 
10,416

 
10,416

Albemarle Foundation contribution(e)

 

 

 

 

 
15,000

 
15,000

Other(f)

 

 

 

 

 
1,200

 
1,200

Adjusted EBITDA
$
141,617

 
$
69,367

 
$
75,102

 
$
286,086

 
$
(101
)
 
$
(27,423
)
 
$
258,562


(a)
Included acquisition and integration related costs relating to various significant projects. For the three-month period ended June 30, 2019, $5.0 million was recorded in SG&A expenses. For the three-month period ended June 30, 2018, $1.0 million was recorded in Cost of goods sold and $5.5 million was recorded in SG&A expenses.
(b)
Included amounts for the three months ended June 30, 2019 recorded in:

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Cost of goods sold - $0.1 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
Selling, general and administrative expenses - Expected severance payments to be made in 2019 as part of a business reorganization plan of $4.8 million, with the unpaid balance recorded in Accrued expenses as of June 30, 2019 and $1.0 million of shortfall contributions for our multiemployer plan financial improvement plan.
Other expenses, net - $2.5 million of a net loss primarily resulting from the revision of indemnifications related to previously disposed businesses.
(c)
See “Gain on Sale of business on page 29 for a description of this gain.
(d)
Included in Other expenses, net is a $10.4 million expense resulting from a settlement of a legal matter related to guarantees from a previously disposed business.
(e)
Included in SG&A expenses is a charitable contribution, using a portion of the proceeds received from the Polyolefin Catalysts Divestiture, to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs, scholarships and other charitable initiatives in locations where our employees live and operate. This contribution is in addition to the ordinary annual contribution made to the Albemarle Foundation by the Company, and is significant in size and nature in that it is intended to provide more long-term benefits in the communities where we live and operate.
(f)
Included Other expenses, net is $1.2 million related to the revision of previously recorded expenses of disposed businesses.
Lithium
Lithium segment net sales for the three-month period ended June 30, 2019 were $324.8 million, up $7.2 million, or 2%, compared to the corresponding period of 2018. The increase was primarily driven by $8.3 million of favorable pricing impacts, mainly on lithium hydroxide and $6.0 million of higher sales volume, primarily in battery grade salts. This was partially offset by $7.3 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies. Adjusted EBITDA for Lithium increased $0.2 million, to $141.8 million for the three-month period ended June 30, 2019, compared to the corresponding period of 2018, primarily driven by favorable pricing impacts and higher sales volumes. This was partially offset by increased cost of goods sold, mainly related to higher tolling product costs, and investments to support future operational savings.
Bromine Specialties
Bromine Specialties segment net sales for the three-month period ended June 30, 2019 were $255.4 million, up $34.9 million, or 16%, compared to the corresponding period of 2018. The increase was primarily driven by $24.7 million in higher sales volume in flame-retardants and other bromine derivatives due to continued strong demand, and $13.7 million in favorable pricing due to high demand, partially offset by $3.4 million of unfavorable currency translation resulting from the stronger U.S. Dollar. Adjusted EBITDA for Bromine Specialties was up 17%, or $12.0 million, to $81.3 million for the three-month period ended June 30, 2019, compared to the corresponding period of 2018. This increase was primarily due to the higher sales volume and favorable pricing and $2.1 million of unfavorable currency translation.
Catalysts
Catalysts segment net sales for the three-month period ended June 30, 2019 were $266.3 million, a decrease of $18.7 million, or 7%, compared to the corresponding period of 2018. This decrease was primarily due to $19.5 million of lower volume driven by the impact on FCC catalysts of lighter global crude, and $5.4 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies. This decrease was partially offset by favorable pricing impacts of $6.3 million driven by refining catalyst products. Catalysts adjusted EBITDA decreased 11%, or $8.2 million, to $66.9 million for the three-month period ended June 30, 2019 in comparison to the corresponding period of 2018. This decrease was primarily due to lower sales volume, higher raw material costs and $2.3 million of unfavorable currency translation, partially offset by favorable pricing impacts.
All Other
All Other net sales for the three-month period ended June 30, 2019 were $38.6 million, an increase of $7.8 million, or 25%, compared to the three-month period ended June 30, 2018. This increase was primarily due to higher sales volume and favorable pricing impacts in our fine chemistry services business. All Other adjusted EBITDA increased $11.3 million for the three-month period ended June 30, 2019 in comparison to the corresponding period of 2018. This increase was primarily due to increased sales volume and favorable pricing impacts, partially offset by higher material costs in our fine chemistry services business.
Corporate
Corporate adjusted EBITDA was a charge of $39.3 million for the three-month period ended June 30, 2019, compared to a charge of $27.4 million for the corresponding period of 2018. The change was primarily due to higher SG&A spending related to professional fees to support planned projects and $8.1 million of unfavorable currency exchange impacts.

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Six Months 2019 Compared to Six Months 2018
Selected Financial Data (Unaudited)
 
Six Months Ended June 30,
 
Percentage Change
 
2019
 
2018
 
2019 vs 2018
 
(In thousands, except percentages and per share amounts)
NET SALES
$
1,717,116

 
$
1,675,503

 
2
 %
Cost of goods sold
1,107,716

 
1,059,168

 
5
 %
GROSS PROFIT
609,400

 
616,335

 
(1
)%
GROSS PROFIT MARGIN
35.5
%
 
36.8
%
 
 
Selling, general and administrative expenses
240,070

 
225,007

 
7
 %
Research and development expenses
28,439

 
37,060

 
(23
)%
Gain on sale of business

 
(218,705
)
 
(100
)%
OPERATING PROFIT
340,891

 
572,973

 
(41
)%
OPERATING PROFIT MARGIN
19.9
%
 
34.2
%
 
 
Interest and financing expenses
(24,187
)
 
(26,846
)
 
(10
)%
Other income (expenses), net
4,226

 
(35,699
)
 
(112
)%
INCOME BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
320,930

 
510,428

 
(37
)%
Income tax expense
67,925

 
100,463

 
(32
)%
Effective tax rate
21.2
%
 
19.7
%
 
 
INCOME BEFORE EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
253,005

 
409,965

 
(38
)%
Equity in net income of unconsolidated investments (net of tax)
73,491

 
39,646

 
85
 %
NET INCOME
326,496

 
449,611

 
(27
)%
Net income attributable to noncontrolling interests
(38,729
)
 
(15,390
)
 
152
 %
NET INCOME ATTRIBUTABLE TO ALBEMARLE CORPORATION
$
287,767

 
$
434,221

 
(34
)%
PERCENTAGE OF NET SALES
16.8
%
 
25.9
%
 
 
Basic earnings per share
$
2.72

 
$
3.94

 
(31
)%
Diluted earnings per share
$
2.71

 
$
3.90

 
(31
)%
Net Sales
For the six-month period ended June 30, 2019, we recorded net sales of $1.72 billion, an increase of $41.6 million, or 2%, compared to net sales of $1.68 billion for the six-month period ended June 30, 2018. Excluding the impact of $27.1 million related to the Polyolefin Catalysts Divestiture and $29.5 million of unfavorable currency exchange resulting from a stronger U.S. Dollar, net sales increased $98.2 million driven by $49.5 million of favorable pricing impacts in each of our reportable segments and $48.7 million of higher volume primarily in Bromine Specialties.
Gross Profit
For the six-month period ended June 30, 2019, our gross profit decreased $6.9 million, or 1%, from the corresponding 2018 period. Excluding the impact of $10.7 million in gross profit related to the Polyolefin Catalysts Divestiture, gross profit increased by $3.8 million, primarily due to favorable pricing impacts in each of our reportable segments and higher volume in Bromine Specialties. This was partially offset by higher input costs in our Lithium segment, higher raw material costs primarily in our Bromine Specialties and Catalysts segments and unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies. Overall, these factors contributed to a gross profit margin for the six-month period ended June 30, 2019 of 35.5%, down from 36.8% for the corresponding period in 2018.
Selling, General and Administrative Expenses
For the six-month period ended June 30, 2019, our SG&A expenses increased $15.1 million, or 7%, from the six-month period ended June 30, 2018. The six-month period ended June 30, 2018 included a $15.0 million contribution to the Albemarle Foundation to further support the communities in which we operate, while the six-month period ended June 30, 2019 included

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$5.3 million of severance payments as part of a business reorganization plan and $3.5 million of increased acquisition and integration related costs. Excluding the impact of these charges, SG&A expenses increased $21.3 million, primarily due to higher professional fees to support planned projects and higher compensation-related spend. As a percentage of net sales, SG&A expenses were 14.0% for the six-month period ended June 30, 2019, compared to 13.4% for the corresponding period in 2018.
Research and Development Expenses
For the six-month period ended June 30, 2019, our R&D expenses decreased $8.6 million, or 23%, from the six-month period ended June 30, 2018 due to the lower spend in our Lithium and Catalyst segments. As a percentage of net sales, R&D expenses were 1.7% and 2.2% for the six-month periods ended June 30, 2019 and 2018, respectively.
Gain on Sale of Business
The six-month period ended June 30, 2018 includes a gain before income taxes of $218.7 million related to the Polyolefin Catalysts Divestiture, which closed in the second quarter of 2018.
Interest and Financing Expenses
Interest and financing expenses for the six-month period ended June 30, 2019 decreased $2.7 million to $24.2 million from the corresponding 2018 period. This decrease is primarily due to the impact of higher capitalized interest from a continued increase in capital expenditures in 2019, partially offset by higher commercial paper loan balances in 2019.
Other Income (Expenses), net
Other income (expenses), net, for the six-month period ended June 30, 2019 was $4.2 million compared to ($35.7) million for the corresponding 2018 period. During the six-month period ended June 30, 2019, we recorded a gain of $11.1 million related to the sale of land in Pasadena, Texas. During the six-month period ended June 30, 2018, we recorded $28.0 million of legal expenses, related to products that Albemarle no longer manufactures and a previously disposed business and $15.6 million of environmental charges related to a site formerly owned by Albemarle. The remaining difference was primarily due to an increase in foreign exchange losses of $10.6 million and a decrease in interest income.
Income Tax Expense
The effective income tax rate for the first six months of 2019 was 21.2% compared to 19.7% for the first six months of 2018. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the six-months ended June 30, 2019 and 2018 was impacted by a variety of factors, primarily stemming from the location in which income was earned. The increase in the effective tax rate for the six-month period ended June 30, 2019 compared to the same period last year was primarily driven by a change in the geographic mix of earnings and discrete net tax expenses primarily related to uncertain tax positions for the six-month period ended June 30, 2019, compared to discrete tax benefits for TCJA adjustments and excess tax benefits from stock-based compensation arrangements for the six-month period ended June 30, 2018.
Equity in Net Income of Unconsolidated Investments
Equity in net income of unconsolidated investments was $73.5 million for the six-month period ended June 30, 2019 compared to $39.6 million in the same period last year. This increase of $33.8 million was primarily due to higher equity income reported by our Lithium segment joint venture, Windfield Holdings Pty. Ltd., as well as an increase in equity income in our Catalysts segment.
Net Income Attributable to Noncontrolling Interests
For the six-month period ended June 30, 2019, net income attributable to noncontrolling interests was $38.7 million compared to $15.4 million in the same period last year. This increase of $23.3 million was primarily due to an increase in consolidated income related to our JBC joint venture from higher sales volume in the current year.
Net Income Attributable to Albemarle Corporation
Net income attributable to Albemarle Corporation decreased to $287.8 million in the six-month period ended June 30, 2019, from $434.2 million in the six-month period ended June 30, 2018. The six-month period ended June 30, 2018 included an after tax gain of $176.7 million related to the Polyolefin Catalysts Divestiture. Excluding this gain, Net income attributable to Albemarle Corporation increased due to favorable pricing impacts in each of our reportable segments and increased volume in Bromine Specialties, partially offset by higher input costs in Lithium, increased SG&A spend to support planned projects, unfavorable currency exchange impact and a higher effective income tax rate in 2019. In addition, during the six-month period ended June 30, 2018, we recorded $28.0 million of legal expenses related to products that Albemarle no longer manufactures and a previously disposed business, $15.6 million of environmental charges related to a site formerly owned by Albemarle and a $15.0 million charitable contribution to the Albemarle Foundation.

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Other Comprehensive Income (Loss), Net of Tax
Total other comprehensive income (loss), after income taxes, was $1.3 million for the six-month period ended June 30, 2019 compared to ($76.1) million for the corresponding period in 2018. The majority of these amounts are the result of translation our foreign subsidiary financial statements from their local currencies to U.S. Dollars. In the six-month period ended June 30, 2019, other comprehensive loss from foreign currency translation adjustments was $0.3 million, primarily as a result of unfavorable movements in the Euro of approximately $2 million and various other currencies totaling less than $1 million, partially offset by a favorable variance in the Japanese Yen of approximately $2 million, partially offset by a net favorable variance in various other currencies totaling approximately $1 million. Also included in total other comprehensive income for the 2019 period is income of $0.3 million in connection with the revaluation of our Euro-based 1.875% Senior notes, which have been designated as a hedge of our net investment in foreign operations. In the corresponding 2018 period, other comprehensive loss from foreign currency translation adjustments was $86.0 million, primarily as a result of unfavorable movements in the Euro of approximately $63 million, the Brazilian Real of approximately $12 million, the Chinese Renminbi of approximately $4 million and a net unfavorable variance in various other currencies totaling approximately $7 million. Also included in total other comprehensive loss for the 2018 period is income of $8.6 million in connection with the revaluation of our Euro-based 1.875% Senior notes.
Segment Information Overview. Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the fine chemistry services business, that does not fit into any of our core businesses.
 
Six Months Ended June 30,
 
Percentage Change
 
2019
 
%
 
2018
 
%
 
2019 vs. 2018
 
(In thousands, except percentages)
Net sales:
 
 
 
 
 
 
 
 
 
Lithium
$
616,644

 
35.9
 %
 
$
615,595

 
36.7
 %
 
 %
Bromine Specialties
504,485

 
29.4
 %
 
446,153

 
26.6
 %
 
13
 %
Catalysts
517,949

 
30.2
 %
 
545,683

 
32.6
 %
 
(5
)%
All Other
78,038

 
4.5
 %
 
67,913

 
4.1
 %
 
15
 %
Corporate

 
 %
 
159

 
 %
 
(100
)%
Total net sales
$
1,717,116

 
100.0
 %
 
$
1,675,503

 
100.0
 %
 
2
 %
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Lithium
$
257,395

 
52.8
 %
 
$
272,631

 
53.7
 %
 
(6
)%
Bromine Specialties
159,929

 
32.8
 %
 
139,336

 
27.5
 %
 
15
 %
Catalysts
126,946

 
26.0
 %
 
142,932

 
28.2
 %
 
(11
)%
All Other
18,483

 
3.8
 %
 
3,761

 
0.7
 %
 
391
 %
Corporate
(74,986
)
 
(15.4
)%
 
(51,380
)
 
(10.1
)%
 
46
 %
Total adjusted EBITDA
$
487,767

 
100.0
 %
 
$
507,280

 
100.0
 %
 
(4
)%

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See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, from Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, (in thousands):
 
Lithium
 
Bromine Specialties
 
Catalysts
 
Reportable Segments Total
 
All Other
 
Corporate
 
Consolidated Total
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
210,472

 
$
137,096

 
$
101,983

 
$
449,551

 
$
14,324

 
$
(176,108
)
 
$
287,767

Depreciation and amortization
46,457

 
22,833

 
24,963

 
94,253

 
4,159

 
3,819

 
102,231

Acquisition and integration related costs(a)

 

 

 

 

 
10,274

 
10,274

Gain on sale of property(b)

 

 

 

 

 
(11,079
)
 
(11,079
)
Interest and financing expenses

 

 

 

 

 
24,187

 
24,187

Income tax expense

 

 

 

 

 
67,925

 
67,925

Non-operating pension and OPEB items

 

 

 

 

 
(1,259
)
 
(1,259
)
Other(c)
466

 

 

 
466

 

 
7,255

 
7,721

Adjusted EBITDA
$
257,395

 
$
159,929

 
$
126,946

 
$
544,270

 
$
18,483

 
$
(74,986
)
 
$
487,767

Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Albemarle Corporation
$
225,626

 
$
119,209

 
$
336,547

 
$
681,382

 
$
(319
)
 
$
(246,842
)
 
$
434,221

Depreciation and amortization
48,390

 
20,127

 
25,090

 
93,607

 
4,080

 
3,117

 
100,804

Gain on sale of business(d)

 

 
(218,705
)
 
(218,705
)
 

 

 
(218,705
)
Acquisition and integration related costs(a)

 

 

 

 

 
8,712

 
8,712

Interest and financing expenses

 

 

 

 

 
26,846

 
26,846

Income tax expense

 

 

 

 

 
100,463

 
100,463

Non-operating pension and OPEB items

 

 

 

 

 
(4,401
)
 
(4,401
)
Legal accrual(e)

 

 

 

 

 
28,044

 
28,044

Environmental accrual(f)

 

 

 

 

 
15,597

 
15,597

Albemarle Foundation contribution(g)

 

 

 

 

 
15,000

 
15,000

Other(h)
(1,385
)
 

 

 
(1,385
)
 

 
2,084

 
699

Adjusted EBITDA
$
272,631

 
$
139,336

 
$
142,932

 
$
554,899

 
$
3,761

 
$
(51,380
)
 
$
507,280

(a)
Included acquisition and integration related costs relating to various significant projects. For the six-month period ended June 30, 2019, $10.3 million was recorded in SG&A expenses. For the six-month period ended June 30, 2018, $1.9 million was recorded in Cost of goods sold and $6.8 million was recorded in SG&A expenses.
(b)
Gain recorded in Other income (expenses), net related to the sale of land in Pasadena, Texas not used as part of our operations.
(c)
Included amounts for the six months ended June 30, 2019 recorded in:
Cost of goods sold - $0.5 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
Selling, general and administrative expenses - Expected severance payments to be made in 2019 as part of a business reorganization plan of $5.3 million, with the unpaid balance recorded in Accrued expenses as of June 30, 2019 and $1.0 million of shortfall contributions for our multiemployer plan financial improvement plan.
Other income (expenses), net - $0.9 million of a net loss primarily resulting from the revision of indemnifications and other liabilities related to previously disposed businesses.
(d)
See “Gain on Sale of Business” on page 34 for a description of this gain.
(e)
Included in Other income (expenses), net is a $17.6 million expense resulting from a jury rendered verdict against Albemarle related to certain business concluded under a 2014 sales agreement for products that Albemarle no longer manufactures and a $10.4 million expense resulting from a settlement of a legal matter related to guarantees from a previously disposed business.
(f)
Increase in environmental reserve to indemnify the buyer of a formerly owned site recorded in Other income (expenses), net. As defined in the agreement of sale, this indemnification has a set cutoff date in 2024, at which point we will no longer be required to provide financial coverage.
(g)
Included in SG&A expenses is a charitable contribution, using a portion of the proceeds received from the Polyolefin Catalysts Divestiture, to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs, scholarships and other charitable initiatives in locations where our employees live and operate. This contribution is in addition to the ordinary annual contribution made to the Albemarle Foundation by the Company, and is significant in size and nature in that it is intended to provide more long-term benefits in the communities where we live and operate.
(h)
Included amounts for the six months ended June 30, 2018 recorded in:
Cost of goods sold - $1.1 million for the write-off of fixed assets related to a major capacity expansion in our Jordanian joint venture.

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Selling, general and administrative expenses - $1.4 million gain related to a refund from Chilean authorities due to an overpayment made in a prior year.
Other income (expenses), net - $1.0 million related to the revision of previously recorded expenses of disposed businesses.

Lithium
Lithium segment net sales for the six-month period ended June 30, 2019 were $616.6 million, up $1.0 million compared to the corresponding period of 2018. The increase was primarily driven by $13.9 million of favorable pricing impacts, partially offset by $13.0 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies. The sales volume was flat compared to the corresponding period of 2018, as it was negatively impacted by a disruption due to a rain event in Chile at the beginning of the year. Adjusted EBITDA for Lithium was down 6%, or $15.2 million, to $257.4 million for the six-month period ended June 30, 2019, compared to the corresponding period of 2018, primarily driven by increased cost of goods sold, mainly related to higher input costs, and lower sales volume. This was partially offset by the favorable pricing impacts and $2.2 million of favorable currency translation.
Bromine Specialties
Bromine Specialties segment net sales for the six-month period ended June 30, 2019 were $504.5 million, up $58.3 million, or 13%, compared to the corresponding period of 2018. The increase was primarily driven by $39.1 million in higher sales volume in flame-retardants and other bromine derivatives due to continued strong demand, and $25.8 million in favorable pricing impacts due to high demand, partially offset by $6.5 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies. Adjusted EBITDA for Bromine Specialties was up 15%, or $20.6 million, to $159.9 million for the six-month period ended June 30, 2019, compared to the corresponding period of 2018. This increase was primarily due to the higher sales volume and favorable pricing impacts, which was partially offset by higher production and raw material costs and $4.8 million of unfavorable currency translation.
Catalysts
Catalysts segment net sales for the six-month period ended June 30, 2019 were $517.9 million, a decrease of $27.7 million, or 5%, compared to the corresponding period of 2018. This decrease was primarily due to the $27.1 million impact of the Polyolefin Catalysts Divestiture and $10.0 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies, partially offset by favorable pricing impacts of $8.1 million. Catalysts adjusted EBITDA decreased 11%, or $16.0 million, to $126.9 million for the six-month period ended June 30, 2019 in comparison to the corresponding period of 2018. This decrease was primarily due to the $10.9 million impact of the Polyolefin Catalysts Divestiture, higher raw material costs and $4.8 million of unfavorable currency translation, partially offset by favorable pricing impacts.
All Other
All Other net sales for the six-month period ended June 30, 2019 were $78.0 million, an increase of $10.1 million, or 15%, compared to the six-month period ended June 30, 2018. This increase was primarily due to higher sales volume and favorable pricing impacts in our fine chemistry services business. All Other adjusted EBITDA increased $14.7 million for the six-month period ended June 30, 2019 in comparison to the corresponding period of 2018. This increase was primarily due to increased sales volume and favorable pricing impacts in our fine chemistry services business.
Corporate
Corporate adjusted EBITDA was a charge of $75.0 million for the six-month period ended June 30, 2019, compared to a charge of $51.4 million for the corresponding period of 2018. The change was primarily due to higher SG&A spending related to professional fees to support planned projects and $10.6 million of unfavorable currency exchange impacts.
Financial Condition and Liquidity
Overview
The principal uses of cash in our business generally have been capital investments and resource development costs, funding working capital and service of debt. We also make contributions to our defined benefit pension plans, pay dividends to our shareholders and repurchase shares of our common stock. Historically, cash to fund the needs of our business has been principally provided by cash from operations, debt financing and equity issuances.
We are continually focused on working capital efficiency particularly in the areas of accounts receivable 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.

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Cash Flow
During the first six months of 2019, cash on hand, cash provided by operations and commercial paper note borrowings funded $415.6 million of capital expenditures for plant, machinery and equipment, and dividends to shareholders of $74.3 million. Our operations provided $199.3 million of cash flows during the first six months of 2019, as compared to $223.9 million for the first six months of 2018, with the decrease primarily arising from a higher working capital outflow and lower cash earnings in Catalysts. This was partially offset by higher dividends received from unconsolidated investments, as well as increased cash earnings in Bromine Specialties. Our outflow from working capital changes in 2019 of $223.2 million was primarily due to the build-up of inventory in the Lithium and Catalysts segments to meet higher projected sales during the remainder of 2019, the timing on collection of certain receivables and higher cash taxes paid. Overall, our cash and cash equivalents decreased by $157.1 million to $398.2 million at June 30, 2019 from $555.3 million at December 31, 2018.
Capital expenditures for the six-month period ended June 30, 2019 of $415.6 million were associated with plant, machinery and equipment. We expect our capital expenditures to approximate between $900 million to $1 billion in 2019 for Lithium growth and capacity increases, as well as productivity and continuity of operations projects in all segments. Of the total capital expenditures, our projects related to the continuity of operations are expected to remain in the range of 4-6% of net sales, similar to prior years.
Net current assets were $636.7 million and $815.2 million at June 30, 2019 and December 31, 2018, respectively. The decrease is primarily due to the increase in commercial paper notes outstanding and the reduction in cash and cash equivalents used primarily to fund the increase in capital expenditures during 2019. 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, 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 26, 2019, we increased our quarterly dividend rate to $0.3675 per share, a 10% increase from the quarterly rate of $0.335 per share paid in 2018.
At June 30, 2019 and December 31, 2018, our cash and cash equivalents included $385.2 million and $525.8 million, respectively, held by our foreign subsidiaries. The majority of these foreign cash balances are associated with earnings that we have asserted are indefinitely reinvested and which we plan to use to support our continued growth plans outside the U.S. through funding of capital expenditures, acquisitions, research, operating expenses or other similar cash needs of our foreign operations. From time to time, we repatriate cash associated with earnings from our foreign subsidiaries to the U.S. for normal operating needs through intercompany dividends, but only from subsidiaries whose earnings we have not asserted to be indefinitely reinvested or whose earnings qualify as “previously taxed income” as defined by the Internal Revenue Code. During the first six months of 2019 and 2018, we repatriated $7.4 million and $611.3 million, respectively, of cash as part of these foreign earnings cash repatriation activities.
In August 2019, we entered into an amended agreement to acquire a 60% interest in MRL's Wodgina hard rock lithium mine project (“Wodgina Project”) and 60% interest in Wodgina Lithium Operations Pty. Ltd., which will manage the Wodgina Project and Kemerton assets, for a total purchase price of $1.3 billion. The purchase price will be comprised of $820 million in cash, subject to certain adjustments, and the transfer of 40% interest in certain lithium hydroxide conversion assets being built by Albemarle in Kermerton, Western Australia, valued at $480 million. This transaction is subject to customary closing conditions, and is expected to close in the second half of 2019.
While we continue to closely monitor our cash generation, working capital management and capital spending in light of continuing uncertainties in the global economy, we believe that we will continue to have the financial flexibility and capability to opportunistically fund future growth initiatives. Additionally, we anticipate that future capital spending, including business acquisitions, share repurchases and other cash outlays, should be financed primarily with cash flow provided by operations and cash on hand, with additional cash needed, if any, provided by borrowings. The amount and timing of any additional borrowings will depend on our specific cash requirements.

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Long-Term Debt
We currently have the following senior notes outstanding:
Issue Month/Year
 
Principal (in millions)
 
Interest Rate
 
Interest Payment Dates
 
Maturity Date
December 2014
 
€393.0
 
1.875%
 
December 8
 
December 8, 2021
November 2014
 
$425.0
 
4.15%
 
June 1
December 1
 
December 1, 2024
November 2014
 
$350.0
 
5.45%
 
June 1
December 1
 
December 1, 2044
December 2010
 
$175.3
 
4.50%
 
June 15
December 15
 
December 15, 2020
Our senior notes are senior unsecured obligations and rank equally with all our other senior unsecured indebtedness from time to time outstanding. The senior notes are effectively subordinated to any 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 senior note outstanding has terms that allow us to redeem the notes before its 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 senior 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 the senior notes) plus between 25 and 40 basis points, depending on the note, 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. The senior 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 revolving, unsecured credit agreement dated as of June 21, 2018 (the “2018 Credit Agreement”) currently provides for borrowings of up to $1.0 billion and matures on June 21, 2023. Borrowings under the 2018 Credit Agreement bear interest at variable rates based on an average London inter-bank offered rate (“LIBOR”) for deposits in the relevant currency plus an applicable margin which ranges from 0.910% to 1.500%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services, Moody’s Investors Services and Fitch Ratings. The applicable margin on the facility was 1.125% as of June 30, 2019. There were no borrowings outstanding under the 2018 Credit Agreement as of June 30, 2019.
Borrowings under the 2018 Credit Agreement are conditioned upon satisfaction of certain conditions precedent, including the absence of defaults. The Company is subject to one financial covenant, as well as customary affirmative and negative covenants. The financial covenant requires that the Company’s consolidated funded debt to consolidated EBITDA ratio (as such terms are defined in the 2018 Credit Agreement) to be less than or equal to 3.50:1, subject to adjustments in accordance with the terms of the 2018 Credit Agreement relating to a consummation of an acquisition where the consideration includes cash proceeds from issuance of funded debt in excess of $500 million. The 2018 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 2018 Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the credit facility being terminated.
On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any time of $750.0 million. The proceeds from the issuance of the Commercial Paper Notes are expected to be used for general corporate purposes, including the repayment of other debt of the Company. Our 2018 Credit Agreement is available to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the 2018 Credit Agreement and the Commercial Paper Notes will not exceed the $1.0 billion current maximum amount available under the 2018 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. At June 30, 2019, we had $490.0 million of Commercial Paper Notes outstanding bearing a weighted-average interest rate of approximately 2.67% and a weighted-average maturity of 32 days. The Commercial Paper Notes are classified as Current portion of long-term debt in our condensed consolidated balance sheets at June 30, 2019 and December 31, 2018.
The non-current portion of our long-term debt amounted to $1.40 billion at June 30, 2019 and December 31, 2018. In addition, at June 30, 2019, we had availability to borrow $510.0 million under our commercial paper program and the 2018 Credit Agreement, and $583.0 million under other existing lines of credit, subject to various financial covenants under our 2018 Credit Agreement. We have the ability and intent to refinance our borrowings under our other existing credit lines with

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borrowings under the 2018 Credit Agreement, as applicable. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt. We believe that as of June 30, 2019, we were, and currently are, in compliance with all of our long-term debt covenants.
Off-Balance Sheet Arrangements
In the ordinary course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, including bank guarantees and letters of credit, which totaled approximately $79.5 million at June 30, 2019. 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 from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2018.
Total expected 2019 contributions to our domestic and foreign qualified and nonqualified pension plans, including our SERP, should approximate $12 million. We may choose to make additional pension contributions in excess of this amount. We have made contributions of $6.5 million to our domestic and foreign pension plans (both qualified and nonqualified) during the six-month period ended June 30, 2019.
The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $26.4 million at June 30, 2019 and $22.9 million at December 31, 2018. Related assets for corresponding offsetting benefits recorded in Other assets totaled $12.3 million at June 30, 2019 and $13.0 million at December 31, 2018. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of 2019 or the next twelve months, and we are unable to estimate the timing of any such cash payments in the future at this time.
We are subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To our knowledge, we are currently complying and expect to continue to comply in all material respects with applicable environmental laws, regulations, statutes and ordinances. Compliance with existing federal, state, local and foreign environmental protection laws is not expected to have a material effect on capital expenditures, earnings or our competitive position, but the costs associated with increased legal or regulatory requirements could have an adverse effect on our operating results.
Among other environmental requirements, we are subject to the federal Superfund law, and similar state laws, under which we may be designated as a potentially responsible party (“PRP”), and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Management believes that in cases in which we may have liability as a PRP, our liability for our share of cleanup is de minimis. Further, almost all such sites represent environmental issues that are quite mature and have been investigated, studied and in many cases settled. In de minimis situations, our policy generally is to negotiate a consent decree and to pay any apportioned settlement, enabling us to be effectively relieved of any further liability as a PRP, except for remote contingencies. In other than de minimis PRP matters, our records indicate that unresolved PRP exposures should be immaterial. We accrue and expense our proportionate share of PRP costs. Because management has been actively involved in evaluating environmental matters, we are able to conclude that the outstanding environmental liabilities for unresolved PRP sites should not have a material adverse effect upon our results of operations or financial condition.
Liquidity Outlook
We anticipate that cash on hand and cash provided by operating activities, divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures and share repurchases, make acquisitions, make pension contributions and pay dividends for the foreseeable future. Our main focus over the next three years, in terms of uses of cash, will be investing in growth of the businesses and the return of 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. For example, we expect that the cash portion of the purchase price for the announced 60% ownership of MRL’s Wodgina hard rock mine and processing facility in Western Australia of $820 million will primarily be funded with new debt borrowings.
Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a result of moderating global economic conditions and reduced capital availability.
While we maintain business relationships with a diverse group of financial institutions, an adverse change in their credit standing could lead them to not honor their contractual credit commitments, decline funding under existing but uncommitted lines of credit, not renew their extensions of credit or not provide new financing. While the global corporate bond and bank

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loan markets remain strong, periods of elevated uncertainty related to 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. When the U.S. Federal Reserve or similar national reserve banks in other countries decide to tighten the monetary supply in response, for example, to improving economic conditions, we may incur increased borrowing costs as interest rates increase on our variable rate credit facilities, as our various credit facilities mature or as we refinance any maturing fixed rate debt obligations, although these cost increases would be partially offset by increased income rates on portions of our cash deposits.
Overall, with generally strong cash-generative businesses and no significant long-term debt maturities before 2020, we believe we have, and will maintain, a solid liquidity position.
As previously reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential violations of the Company’s Code of Conduct, the Foreign Corrupt Practices Act and other potentially applicable laws. Based on this internal investigation, we have voluntarily self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business, within our Catalysts segment, to the U.S. Department of Justice (“DOJ”), the SEC, and the Dutch Public Prosecutor (“DPP”), and are cooperating with the DOJ, the SEC, and DPP in their review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with any investigations by the DOJ, the SEC, or DPP. We are unable to predict what, if any, action may be taken by the DOJ, the SEC, or DPP, or what penalties or remedial actions they may seek to impose. Any determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, penalties, disgorgement, equitable relief or other losses. We do not believe, however, that any fines, penalties, disgorgement, equitable relief or other losses would have a material adverse effect on our financial condition or liquidity.
We had cash and cash equivalents totaling $398.2 million at June 30, 2019, of which $385.2 million is held by our foreign subsidiaries. This cash represents an important source of our liquidity and is invested in bank accounts or money market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or our commercial paper program.
Summary of Critical Accounting Policies and Estimates
Effective January 1, 2019, we adopted ASU 2016-12, “Leases.” As a result, we have updated our lease accounting policy, see Item 1 Financial Statements – Note 1, “Basis of Presentation,” for additional details. There have been no other 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, 2018.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, see Item 1 Financial Statements – Note 17, “Recently Issued Accounting Pronouncements.”
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, 2018.
We had variable interest rate borrowings of $497.5 million outstanding at June 30, 2019, bearing a weighted average interest rate of 2.63% and representing approximately 26% of our total outstanding debt. A hypothetical 10% change (approximately 26 basis points) in the interest rate applicable to these borrowings would change our annualized interest expense by approximately $1.3 million as of June 30, 2019. We may enter into interest rate swaps, collars or similar instruments with the objective of reducing interest rate volatility relating to our borrowing costs.
Our financial instruments which are subject to foreign currency exchange risk consist of foreign currency forward contracts with an aggregate notional value of $895.2 million and with a fair value representing a net liability position of $0.1 million at June 30, 2019. 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 June 30, 2019, with all other

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variables held constant. A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in a decrease of approximately $32.4 million in the fair value of our foreign currency forward contracts. A 10% depreciation of the U.S. Dollar against these foreign currencies would result in an increase of approximately $29.3 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 June 30, 2019, 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 Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under 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.
The Company has begun the implementation of a new enterprise resource platform system to increase the overall efficiency and productivity of our processes, which will result in changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) throughout the implementation process in 2019. There have been no other changes during the second quarter ended June 30, 2019 to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 9 to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Item 1A.
Risk Factors.
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. The risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 describes 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, 2018.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

NONE
Item 6.
Exhibits.
(a) Exhibits

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 
101

 
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2019, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the three and six months ended June 30, 2019 and 2018, (ii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018, (iii) the Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018, (iv) the Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2019 and 2018, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 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:
August 7, 2019
 
By:
 
/S/    SCOTT A. TOZIER        
 
 
 
 
 
Scott A. Tozier
 
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
(principal financial officer)

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