--- ticker: ALB company: ALB filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 7 risks_removed: 2 risks_modified: 10 risks_unchanged: 33 source: SEC EDGAR url: https://riskdiff.com/alb/2024-vs-2023/ markdown_url: https://riskdiff.com/alb/2024-vs-2023/index.md generated: 2026-06-01 --- # ALB: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 7 | | Risks removed | 2 | | Risks modified | 10 | | Unchanged | 33 | --- ## New in Current Filing: Risk Factor Summary The following is a summary of some of the principal risks that could adversely affect our business, financial condition or results of operations. This summary should be read together with the more detailed description of each risk contained below. --- ## New in Current Filing: Risks Related to Our Business •Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations. •Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at all, including due to climate change, could have an adverse effect on the margins of our products and our results of operations. •Competition within our industry may place downward pressure on the prices and margins of our products and may adversely affect our businesses and results of operations. •Our research and development efforts may not succeed in addressing changes in our customers' needs, and our competitors may develop more effective or successful products. •The development of non-lithium battery technologies could adversely affect us. •Downturns in our customers' industries, many of which are cyclical, could adversely affect our sales and profitability. •Our results are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals. •Regulation, or the threat of regulation, of some of our products could have an adverse effect on our sales and profitability. 9 9 9 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries •We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications. •Our business is subject to hazards common to chemical and natural resource extraction businesses, any of which could injure our employees or other persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results of operations. •Our business could be adversely affected by environmental, health and safety laws and regulations. •We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested. •We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws, and in the past have paid fines in order to resolve self-reported potential violations of such laws. •We are subject to extensive foreign government regulation that can negatively impact our business. •Our inability to protect our intellectual property rights, or being accused of infringing on intellectual property rights of third parties, could have a material adverse effect on our business, financial condition and results of operations. •Our inability to acquire or develop additional lithium reserves that are economically viable could have a material adverse effect on our future profitability. •There is risk to the growth of lithium markets. •Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our revenues and profitability generally. •If we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business. •Some of our employees are unionized, represented by works councils or are employed subject to local laws that are less favorable to employers than the laws of the U.S. •Our joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations and may force us to dedicate additional resources to these joint ventures. --- ## New in Current Filing: Risks Related to Our Financial Condition •Our required capital expenditures can be complex, may experience delays or other difficulties, and the costs may exceed our estimates. •We will need a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control. •Because a significant portion of our operations is conducted through our subsidiaries and joint ventures, our ability to service our debt may be dependent on our receipt of distributions or other payments from our subsidiaries and joint ventures. •Restrictive covenants in our debt instruments may adversely affect our business. •Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing, the market price of our securities and our debt service obligations. •We are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results and net income. •Significant or prolonged periods of higher interest rates may have an adverse effect on our results of operations, financial condition and cash flows. •Inflationary trends in the price of our input costs, such as raw materials, transportation and energy, could adversely affect our business and financial results. •Changes in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results. •Future events may impact our deferred tax asset position and U.S. deferred federal income taxes on undistributed earnings of international affiliates that are considered to be indefinitely reinvested. •Our business and financial results may be adversely affected by various legal and regulatory proceedings. •Although our pension plans currently meet minimum funding requirements, events could occur that would require us to make significant contributions to the plans and reduce the cash available for our business. •We may not be able to consummate future acquisitions or integrate acquisitions into our business, which could result in unanticipated expenses and losses. 10 10 10 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries •We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to acquisitions. •If our goodwill, intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings. --- ## New in Current Filing: General Risk Factors •Adverse conditions in the economy, and volatility and disruption of financial markets can negatively impact our customers, suppliers and other business partners and therefore have a material adverse effect on our business and results of operations. •Our business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions. •The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decrease demand for our products. •National or international disputes, political instability, terrorism war or armed hostilities, could impact our results of operations. •Natural disasters or other unanticipated catastrophes could impact our operations and could have a material adverse effect on our results of operations, financial position, and cash flows. •Our insurance may not fully cover all potential exposures. •We may be exposed to certain regulatory and financial risks related to climate change. •Failure to meet environmental, social and governance ("ESG") expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, financial condition, or stock price. --- ## New in Current Filing: Risk Factors You should consider carefully the following risks when reading the information, including the financial information, contained in this Annual Report on Form 10-K. --- ## New in Current Filing: Significant or prolonged periods of higher interest rates may have an adverse effect on our results of operations, financial condition and cash flows. Interest rates may have a direct impact on our business to the extent we borrow under our unsecured credit facility, utilize our commercial paper program, or incur other forms of variable rate indebtedness or new indebtedness based on current interest rates. Borrowings under our unsecured credit facility bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin, which ranges from 0.910% to 1.375%, depending on the Company's credit rating. In May 2013, we entered into agreements to initiate a commercial paper program under which we may issue unsecured commercial paper notes from time-to-time in a maximum aggregate principal amount outstanding at any time of up to $1.5 billion (up from $750 million prior to the May 2023 increase). In a rising interest rate environment, debt financing will become more expensive and may have higher transactional and servicing costs. For example, our interest expense on debt instruments in fiscal 2023 increased compared to fiscal 2022 driven by an increase in our weighted average interest rate on our variable rate debt. Although we may take steps to limit our exposure to variable rate debt, if interest rates remain relatively high or increase in the future, we could see increases in our borrowing costs which could have a material adverse effect on our results of operations, financial condition and cash flows. --- ## New in Current Filing: Failure to meet environmental, social and governance ("ESG") expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, financial condition, or stock price. In recent years, there has been an increased focus from stakeholders, regulators and the public in general on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility. Given our commitment to ESG, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine further in the future. These goals, commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Evolving stakeholder expectations, regulatory obligations, economic conditions and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price. Meeting the ESG goals we have set and publicly disclosed will require significant resources and expenditures, and we may face pressure to make commitments, establish additional goals, and take actions to meet them beyond our current plans. If customers and potential customers are dissatisfied with our ESG goals or our progress towards meeting them, then they may choose not to buy our products and services, which could lead to reduced revenue, and our reputation could be harmed. In addition, we could experience reduced revenue and reputational harm if we are targeted by anti-ESG groups or influential individuals who disagree with our public positions on social or environmental issues. Additionally, lawsuits or regulatory actions based on allegations that certain public statements regarding ESG-related matters by companies are false and misleading "greenwashing" campaigns could adversely impact our operations and could have an adverse impact on our financial condition. We may be unable to satisfactorily meet evolving standards, regulations and disclosure requirements related to ESG. Such matters can affect the willingness or ability of investors to make an investment in our Company, as well as our ability to meet regulatory requirements, including proposed rules related to greenhouse gas emissions. Any failure, or perceived failure, to meet evolving stakeholder expectations, additional regulations and industry standards or achieve our ESG goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or stock price. 27 27 27 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries --- ## No Match in Current: The realignment of our former Lithium, Bromine and Catalysts segments into our Energy Storage, Specialties and Ketjen (Catalysts) segments may not benefit us as we expect or result in an improvement in our operating results. *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* In August 2022, we announced plans to realign our Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment. In addition, we announced our decision to retain our Catalysts business under a separate, wholly-owned subsidiary. Effective January 1, 2023, we realigned our Lithium and Bromine global business units into new Energy Storage and Specialties segments. Energy Storage focuses on the lithium-ion battery evolution and the transition to clean energy. Specialties combines the former Bromine business with the Lithium specialties business. We also reorganized our former Catalysts business unit into a wholly-owned subsidiary branded as Ketjen. If we do not manage this reorganization and the consequent realignment of responsibilities effectively, or if this new organization does not provide better service and products to our customers, then our overall business could suffer with an adverse impact on our financial condition and results of operations. We will continue to report our segments in the current structure until our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the period in which the new organizational structure became effective. --- ## No Match in Current: The COVID-19 pandemic, and any future pandemic, could have a material adverse effect on our results of operations, financial position, and cash flows. *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* We continue to closely monitor the impact of the COVID-19 pandemic and its impact on our business. The COVID-19 pandemic has created significant uncertainty, volatility and economic disruption and any future pandemics could have a serious adverse impact on the economy and on our business, results of operations and cash flows. While we have not experienced a material impact as a result of the COVID-19 pandemic to date, the ultimate extent to which the COVID-19 pandemic and any future pandemics impact our business, results of operations, financial position, and cash flows is difficult to predict and dependent upon many factors over which we have no control. These factors include, but are not limited to, the duration and severity of the pandemic, including from the discovery of new strain variants; government restrictions on businesses and individuals; the health and safety of our employees and communities in which we do business; the impact of the pandemic on our customers' businesses and the resulting demand for our products; the impact on our suppliers and supply chain network; the impact on U.S. and global economies and the timing and rate of economic recovery; and potential adverse effects on the financial markets. 24 24 24 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries --- ## Modified: Restrictive covenants in our debt instruments may adversely affect our business. **Key changes:** - Removed sentence: "18 18 18 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries 19 19 19 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries" **Prior (2023):** Our senior credit facilities and the indentures governing our senior notes contain select restrictive covenants. These covenants provide constraints on our financial flexibility. The failure to comply with these or other covenants governing other indebtedness, including indebtedness incurred in the future, could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations, including cross-defaults to other debt facilities. See "Financial Condition and Liquidity - Long-Term Debt" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 18 18 18 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries 19 19 19 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries **Current (2024):** Our senior credit facilities and the indentures governing our senior notes contain select restrictive covenants. These covenants provide constraints on our financial flexibility. The failure to comply with these or other covenants governing other indebtedness, including indebtedness incurred in the future, could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations, including cross-defaults to other debt facilities. See "Financial Condition and Liquidity - Long-Term Debt" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. --- ## Modified: Because we conduct substantial operations in China, risks associated with regulatory activity and political and social events in China could negatively affect our business and operating results. **Key changes:** - Reworded sentence: "In 2023, net sales shipped to China represented 30% of our total net sales." - Reworded sentence: "Recently, Australia and China have attempted to improve relations and resolve trade disputes." - Added sentence: "In December 2021, the United States adopted the Uyghur Forced Labor Prevention Act ("UFLPA") which creates a rebuttable presumption that any goods, wares, articles, and merchandise mined, produced, or manufactured in whole or in part in the Xinjiang Uyghur Administrative Region of China or that are produced by certain entities are prohibited from importation into the United States and are not entitled to entry." - Added sentence: "These import restrictions came into effect on June 21, 2022." - Added sentence: "While we are 12 12 12 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries not presently aware of any direct impacts these restrictions will have on its supply chain, the UFLPA may materially and negatively impact our ability to import the goods and products we rely on to manufacture our products and operate our business." **Prior (2023):** In 2022, net sales shipped to China represented 33% of our total net sales. Additionally, we own three production facilities located in China and are in the process of constructing a lithium conversion plant in Meishan, China. In addition to the risks described above under "Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations.", our operations in China expose us to risks particular to conducting business in that country. For example, over the past several years the U.S. and China have applied tariffs to certain of each other's exports, which have resulted in shifting trade flows and restrictions on certain sales of goods into China. Additionally, geopolitical disputes (including as a result of China-Taiwan and U.S.-Taiwan relations) between the U.S. and China may lead to further restrictions on trade and/or obstacles to conducting business in China. Recently, Australia 10 10 10 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries and China have attempted to improve relations and resolve trade disputes. As we ship a significant portion of our lithium from Australia into China for further processing, tensions or a breakdown in relations between the countries could have a material impact on our operations. Furthermore, the Chinese government has, from time to time, curtailed manufacturing operations, with little or no notice, in industrial regions out of growing concern over air quality and in response to COVID-19 outbreaks. The Chinese government has also instituted energy intensity and energy consumption targets in a number of provinces in its efforts to reduce energy consumption, resulting in energy quotas and shortages in energy supply that can be disruptive to construction and manufacturing operations. These and other risks may have an adverse effect on our sales to Chinese customers and/or result in our not realizing a return on, or losing some, or all, of our strategic investments in China. **Current (2024):** In 2023, net sales shipped to China represented 30% of our total net sales. Additionally, we own three production facilities located in China and are in the process of commissioning and starting up a lithium conversion plant in Meishan, China. In addition to the risks described above under "Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations.", our operations in China expose us to risks particular to conducting business in that country. For example, over the past several years the U.S. and China have applied tariffs to certain of each other's exports, which have resulted in shifting trade flows and restrictions on certain sales of goods into China. Additionally, geopolitical disputes (including as a result of China-Taiwan and U.S.-Taiwan relations) between the U.S. and China may lead to further restrictions on trade and/or obstacles to conducting business in China. Recently, Australia and China have attempted to improve relations and resolve trade disputes. As we ship a significant portion of our lithium from Australia into China for further processing, tensions or a breakdown in relations between the countries could have a material impact on our operations. Furthermore, the Chinese government has, from time to time, curtailed manufacturing operations, with little or no notice, in industrial regions out of growing concern over air quality and in response to COVID-19 outbreaks. The Chinese government has also instituted energy intensity and energy consumption targets in a number of provinces in its efforts to reduce energy consumption, resulting in energy quotas and shortages in energy supply that can be disruptive to construction and manufacturing operations. These and other risks may have an adverse effect on our sales to Chinese customers and/or result in our not realizing a return on, or losing some, or all, of our strategic investments in China. In December 2021, the United States adopted the Uyghur Forced Labor Prevention Act ("UFLPA") which creates a rebuttable presumption that any goods, wares, articles, and merchandise mined, produced, or manufactured in whole or in part in the Xinjiang Uyghur Administrative Region of China or that are produced by certain entities are prohibited from importation into the United States and are not entitled to entry. These import restrictions came into effect on June 21, 2022. While we are 12 12 12 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries not presently aware of any direct impacts these restrictions will have on its supply chain, the UFLPA may materially and negatively impact our ability to import the goods and products we rely on to manufacture our products and operate our business. --- ## Modified: There is risk to the growth of lithium markets. **Key changes:** - Reworded sentence: "As such, our business results inherently depend on decarbonization of the global economy." **Prior (2023):** Our lithium business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles. To the extent that such development, adoption and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading "The development of non-lithium battery technologies could adversely affect us," above, the long-term growth in the 16 16 16 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results. **Current (2024):** Our lithium business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles. As such, our business results inherently depend on decarbonization of the global economy. To the extent that such development, adoption, decarbonization and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading "The development of non-lithium battery technologies could adversely affect us," above, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results. --- ## Modified: Changes in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results. **Key changes:** - Reworded sentence: "We continue to monitor the effects of the Inflation Reduction Act and other regulatory 21 21 21 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries developments on our financial condition, operating results, and income tax rate." - Reworded sentence: "We have not accrued income taxes or foreign withholding taxes on undistributed earnings for most non-U.S." - Reworded sentence: "The OECD developed a global tax framework inclusive of a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion Rules ("Pillar Two")." **Prior (2023):** Our effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world. Recent changes in the U.S. include the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), enacted August 16, 2022, which, among other items, imposes a 15% alternative minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion and introduces or extends a number of tax credits to promote clean energy development. We continue to monitor the effects of the Inflation Reduction Act and other regulatory developments on our financial condition, operating results, and income tax rate. Currently, the majority of our net sales are generated from customers located outside the U.S., and a substantial portion of our assets and employees are located outside of the U.S. 20 20 20 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries We have not accrued income taxes or foreign withholding taxes on undistributed earnings for most non-U.S. subsidiaries, because those earnings are intended to be indefinitely reinvested in the operations of those subsidiaries. Certain tax proposals with respect to such earnings could substantially increase our tax expense, which would substantially reduce our income and have a material adverse effect on our results of operations and cash flows from operating activities. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in tax laws and regulations or their interpretation. Recent developments, including the European Commission's investigations on illegal state aid, as well as the Organisation for Economic Co-operation and Development ("OECD") project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles, which could adversely affect our effective tax rates or result in higher cash tax liabilities. The OECD has also proposed the introduction of a global minimum tax rate at 15%. Consultations are ongoing and while we expect increased tax compliance requirements, we are unable to predict the ultimate outcome of this proposal. We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results. **Current (2024):** Our effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world. Recent changes in the U.S. include the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), enacted August 16, 2022, which, among other items, imposes a 15% alternative minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion and introduces or extends a number of tax credits to promote clean energy development. We continue to monitor the effects of the Inflation Reduction Act and other regulatory 21 21 21 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries developments on our financial condition, operating results, and income tax rate. Currently, the majority of our net sales are generated from customers located outside the U.S., and a substantial portion of our assets and employees are located outside of the U.S. We have not accrued income taxes or foreign withholding taxes on undistributed earnings for most non-U.S. subsidiaries, because those earnings are intended to be indefinitely reinvested in the operations of those subsidiaries. Certain tax proposals with respect to such earnings could substantially increase our tax expense, which would substantially reduce our income and have a material adverse effect on our results of operations and cash flows from operating activities. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in tax laws and regulations or their interpretation. Recent developments, including the European Commission's investigations on illegal state aid, as well as the Organisation for Economic Co-operation and Development ("OECD") project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles, which could adversely affect our effective tax rates or result in higher cash tax liabilities. The OECD developed a global tax framework inclusive of a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion Rules ("Pillar Two"). On December 15, 2022, the Council of the E.U. formally adopted the OECD's framework to achieve a coordinated implementation amongst E.U. Member States consistent with E.U. law. The E.U.'s Pillar Two Directive has an effective date of January 1, 2024 for certain aspects of the directive, with the remaining aspects effective on January 1, 2025. Other major jurisdictions are actively considering and implementing changes to their tax laws to adopt certain parts of the OECD's proposals. We have assessed this framework and determined, based upon available guidance, that these changes could have a material impact to our results of operations, but it is dependent on our mix of earnings beginning in 2024. Any future changes in OECD guidance or interpretations, including local country tax legislative changes thereof could impact our initial assessment; therefore, we will continue to monitor and refine our assessment as further guidance is made available. We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results. --- ## Modified: Downturns in our customers' industries, many of which are cyclical, could adversely affect our sales and profitability. **Key changes:** - Reworded sentence: "Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, are cyclical in nature, or which are subject to secular market downturns or may face adverse effects of evolving regulatory regimes." - Added sentence: "Additionally, certain of these industries are subject to regulatory schemes that may shift with changes in the political climate." - Added sentence: "The results of elections in the United States (including the November 2024 presidential election) or other countries in which our customers are located may result in consequent changes to these regulatory regimes that could cause a decline within these industries, leading to a diminished demand for our products." **Prior (2023):** Downturns in the businesses that use our specialty chemicals may adversely affect our sales. Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, which are cyclical in nature, or which are subject to secular market downturns. Historically, cyclical or secular industry downturns have resulted in diminished demand for our products, excess manufacturing capacity and lower average selling prices, and we may experience similar problems in the future. A decline in our customers' industries may have a material adverse effect on our sales and profitability. **Current (2024):** Downturns in the businesses that use our specialty chemicals may adversely affect our sales. Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, are cyclical in nature, or which are subject to secular market downturns or may face adverse effects of evolving regulatory regimes. Historically, cyclical or secular industry downturns have resulted in diminished demand for our products, excess manufacturing capacity and lower average selling prices, and we may experience similar problems in the future. Additionally, certain of these industries are subject to regulatory schemes that may shift with changes in the political climate. The results of elections in the United States (including the November 2024 presidential election) or other countries in which our customers are located may result in consequent changes to these regulatory regimes that could cause a decline within these industries, leading to a diminished demand for our products. A decline in our customers' industries may have a material adverse effect on our sales and profitability. --- ## Modified: Our business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions. **Key changes:** - Reworded sentence: "We and our third-party service providers have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud, which may become more sophisticated over time." - Reworded sentence: "In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, or vulnerabilities in our third-party service providers' systems, could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could adversely affect our business and results of operations." **Prior (2023):** Attempts to gain unauthorized access to our information technology systems become more sophisticated over time. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise 23 23 23 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries adversely affect our business. To the extent that any cybersecurity breach results in inappropriate disclosure of our customers' or licensees' confidential information, we may incur liability as a result. The devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results. In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could adversely affect our business and results of operations. Finally, we face increased information technology security and fraud risks due to our increased reliance on working remotely during the COVID-19 pandemic and beyond, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. **Current (2024):** We and our third-party service providers have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud, which may become more sophisticated over time. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, as well as work with third-party service providers on detection of, and alerting us to, any incidents affecting us, but in some cases we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that a cybersecurity breach results in inappropriate disclosure of our employees', customers' or licensees' confidential or personal information, we may incur liability as a result. The devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results. In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, or vulnerabilities in our third-party service providers' systems, could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could adversely affect our business and results of operations. Additionally, we face increased information technology security and fraud risks due to our increased reliance on working remotely during the COVID-19 pandemic and beyond, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. Finally, we can provide no assurance that the networks and systems that our third-party service providers have established or use will be effective. Although we have implemented certain processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations or confidential information will not be negatively impacted by such an incident. --- ## Modified: Natural disasters or other unanticipated catastrophes could impact our operations and could have a material adverse effect on our results of operations, financial position, and cash flows. **Key changes:** - Reworded sentence: "The occurrence of natural disasters, such as hurricanes, floods, droughts, extreme heat, storms or earthquakes; pandemics, such as the COVID-19 pandemic; or other unanticipated catastrophes at any of the locations in which we or our key partners, suppliers, or customers do business could cause interruptions in our operations." - Reworded sentence: "Gulf Coast for many of our customers and certain of our suppliers of raw materials, which has had an adverse impact on volume and cost for some of our products." - Reworded sentence: "A global or regional pandemic or similar outbreak in a region in which we or our key partners, customers, or suppliers operate could disrupt business, depending on factors including, but not limited to, the duration and severity of the pandemic, government restrictions on businesses and individuals, impact on demand for our products, impact on the supply chain network, and the health and safety of our employees and the communities in which we do business." **Prior (2023):** The occurrence of natural disasters, such as hurricanes, floods or earthquakes; pandemics, such as COVID-19; or other unanticipated catastrophes at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our operations. Historically, major hurricanes have caused significant disruption to the operations on the U.S. Gulf Coast for many of our customers and our suppliers of certain raw materials, which had an adverse impact on volume and cost for some of our products. Our operations in Chile could be subject to significant rain events and earthquakes, and our operations in Asia could be subject to weather events such as typhoons. A global or regional pandemic or similar outbreak in a region of our, our customers, or our suppliers could disrupt business. If similar or other weather events, natural disasters, or other catastrophe events occur in the future, they could negatively affect the results of operations at our sites in the affected regions as well as have adverse impacts on the global economy. **Current (2024):** The occurrence of natural disasters, such as hurricanes, floods, droughts, extreme heat, storms or earthquakes; pandemics, such as the COVID-19 pandemic; or other unanticipated catastrophes at any of the locations in which we or our key partners, suppliers, or customers do business could cause interruptions in our operations. Historically, major hurricanes have caused significant disruption to the operations on the U.S. Gulf Coast for many of our customers and certain of our suppliers of raw materials, which has had an adverse impact on volume and cost for some of our products. Our operations in Chile could be subject to significant rain events and earthquakes, and our operations in Asia could be subject to weather events such as typhoons. A global or regional pandemic or similar outbreak in a region in which we or our key partners, customers, or suppliers operate could disrupt business, depending on factors including, but not limited to, the duration and severity of the pandemic, government restrictions on businesses and individuals, impact on demand for our products, impact on the supply chain network, and the health and safety of our employees and the communities in which we do business. If similar or other weather events, natural disasters, or other catastrophic events occur in the future, they could negatively affect the results of operations at our sites in the affected regions as well as have adverse impacts on the global economy. --- ## Modified: Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our revenues and profitability generally. **Key changes:** - Reworded sentence: "Our ability to successfully develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide." - Reworded sentence: "Such 18 18 18 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances." - Reworded sentence: "We may not be able to effectively mitigate against such fluctuations; although some of our long-term agreements include higher pricing, we are also party to index-referenced and variable-priced contracts." **Prior (2023):** Our ability to successfully develop our lithium resources, including our 60% interest in MARBL's Wodgina mine, and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide. The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the price of lithium products is impacted by their purity and performance. We may not be able to effectively mitigate against such fluctuations. Following the Wodgina acquisition, the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into production. We have resumed spodumene concentrate production at the Wodgina mine, but there are no assurances that we will not idle production at the Wodgina mine or one of our other mines in the future due to lack of market demand or for other reasons. In addition, we have renegotiated certain of our long-term agreements to include higher pricing that is more reflective of current market conditions. In other cases, we have moved from our previous fixed-price, long-term agreements toward index-referenced and variable-priced contracts. As a result, our Lithium business is more aligned with changes in market and index pricing than it has been in the past. While lithium market indices have increased 70% to 200% since the start of 2022, they may decline in the future, and any such decline could have a material and adverse effect on the revenues and profitability of our Lithium business and on our company generally. **Current (2024):** Our ability to successfully develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide. The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand. Such 18 18 18 Albemarle Corporation and Subsidiaries Albemarle Corporation and Subsidiaries external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the price of lithium products is impacted by their purity and performance. We may not be able to effectively mitigate against such fluctuations; although some of our long-term agreements include higher pricing, we are also party to index-referenced and variable-priced contracts. In 2023, lithium prices significantly decreased by approximately 75% to 85% from their high in January 2023 to the end of the year, which adversely impacted our financial results. High volatility or further declines in the lithium prices could have a material and adverse effect on the revenues and profitability of our Lithium business and on our company generally. In addition, a further decrease in lithium prices may lead to additional inventory valuation charges in the valuation period prior to when the goods are sold, such as the $604.1 million charge recorded in the year ended December 31, 2023 to reduce the value of certain spodumene and finished goods to their net realizable value. Following the Wodgina acquisition in 2019, the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into production. We have since resumed spodumene concentrate production at the Wodgina mine in 2022, but there are no assurances that we will not idle production at the Wodgina mine or one of our other mines in the future due to lack of market demand or for other reasons. --- ## Modified: We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws, and in the past have paid fines in order to resolve self-reported potential violations of such laws. **Key changes:** - Reworded sentence: "In September 2023, following an internal investigation and voluntary self-reporting of potential violations of the FCPA, we finalized agreements with the U.S." **Prior (2023):** The U.S. Foreign Corrupt Practices Act (the "FCPA") and similar foreign anti-corruption laws in other jurisdictions around the world generally prohibit companies and their intermediaries from making improper payments or providing anything of value to non-U.S. government officials for the purpose of obtaining or retaining business or securing an unfair advantage. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Although we have established formal policies or procedures for prohibiting or monitoring this conduct, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. In the event that we believe or have reason to believe that our employees, agents or distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse effect on our business and results of operations. As first 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 the DPP in their review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures. We have commenced discussions with the SEC, DOJ and DPP about a potential resolution of these matters. At this time, we are unable to predict the duration, scope, result, or related costs associated with the investigations. We also are unable to predict what action may be taken by the DOJ, the SEC, or the DPP, or what penalties or remedial actions they may ultimately seek. Any determination that our operations or activities are not, or were 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 such fines, penalties, disgorgement, equitable relief, or other losses would have a material adverse effect on our financial condition or liquidity. However, an adverse resolution could have a material adverse effect on our results of operations in a particular period. **Current (2024):** The U.S. Foreign Corrupt Practices Act (the "FCPA") and similar foreign anti-corruption laws in other jurisdictions around the world generally prohibit companies and their intermediaries from making improper payments or providing anything of value to non-U.S. government officials for the purpose of obtaining or retaining business or securing an unfair advantage. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Although we have established formal policies or procedures for prohibiting or monitoring this conduct, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. In the event that we believe or have reason to believe that our employees, agents or distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse effect on our business and results of operations. In September 2023, following an internal investigation and voluntary self-reporting of potential violations of the FCPA, we finalized agreements with the U.S. Department of Justice ("DOJ") and the SEC relative to improper payments made, prior to 2018, by third-party sales representatives of our Refining Solutions business (now Ketjen). In connection with this resolution, we entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest. We also agreed to certain ongoing compliance reporting obligations. --- ## Modified: National or international disputes, political instability, terrorism war or armed hostilities, could impact our results of operations. **Key changes:** - Added sentence: "Geo-political events, national or international disputes, political instability, terrorism or other acts of violence, war or armed hostilities may cause damage or disruption to our operations, international commerce and the global economy." - Added sentence: "Such geo-political instability and uncertainty could have a negative impact on our ability to conduct business in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions, and could increase the costs, risks and adverse impacts from these new challenges." - Added sentence: "We may also be the subject of increased cybersecurity breaches arising from geo-political instability." - Added sentence: "Any such events may also have the effect of heightening many of the other risks described herein, such as those relating to capital markets, raw materials, energy and freight costs, our supply chain, information security and market conditions, any of which could negatively affect our businesses, financial condition, results of operations and cash flows." - Reworded sentence: "It is not possible to predict the broader or longer-term consequences of this conflict, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.We currently do not sell our products into Russia nor have assets or any operations in the country, however, a significant escalation or expansion of economic disruption or the conflict's current scope could have a material adverse effect on our results of operations due to its impact in the countries in which we do conduct business." **Prior (2023):** The U.S. government and other nations have imposed significant restrictions on most companies' ability to do business in Russia as a result of the military conflict between Russia and Ukraine. It is not possible to predict the broader or longer-term consequences of this conflict, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. Such geo-political instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from these new challenges. For example, results for our Catalysts segment were negatively impacted in 2022 as a result of inflationary pressures in freight and input costs, including the volatility of natural gas pricing in Europe related to the war in Ukraine. We may also be the subject of increased cybersecurity breaches. We currently do not sell our products into Russia nor have assets or any operations in the country, however, a significant escalation or expansion of economic disruption or the conflict's current scope could have a material adverse effect on our results of operations due to its impact in the countries in which we do conduct business. **Current (2024):** Geo-political events, national or international disputes, political instability, terrorism or other acts of violence, war or armed hostilities may cause damage or disruption to our operations, international commerce and the global economy. Such geo-political instability and uncertainty could have a negative impact on our ability to conduct business in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions, and could increase the costs, risks and adverse impacts from these new challenges. We may also be the subject of increased cybersecurity breaches arising from geo-political instability. Any such events may also have the effect of heightening many of the other risks described herein, such as those relating to capital markets, raw materials, energy and freight costs, our supply chain, information security and market conditions, any of which could negatively affect our businesses, financial condition, results of operations and cash flows. The U.S. government and other nations have imposed significant restrictions on most companies' ability to do business in Russia as a result of the military conflict between Russia and Ukraine. It is not possible to predict the broader or longer-term consequences of this conflict, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.We currently do not sell our products into Russia nor have assets or any operations in the country, however, a significant escalation or expansion of economic disruption or the conflict's current scope could have a material adverse effect on our results of operations due to its impact in the countries in which we do conduct business. At this time, the current situation in the Middle East has resulted in our business operations continuing as normal with some shipping and raw material delays. However, the geo-political climate remains volatile and a disruption could occur at any time, potentially causing a financial impact to our business. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*