(Exact name of registrant as specified in its charter)
iVirginia
i54-1692118
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i4250 Congress Street, Suite 900
iCharlotte, iNorth
Carolinai28209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i980) -i299-5700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCOMMON STOCK, $.01 Par Value
iALB
iNew
York Stock Exchange
iDEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock
iALB PR A
iNew
York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. iYes☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes ☐iNo☒
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 at least the past 90 days. iYes☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). iYes☒ 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.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. i☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. i☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐No ☒
The
aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $i26.2 billion based on the last reported sale price of common stock on June 30, 2023, the last business day of the registrant’s most recently completed second quarter.
Number of shares of common stock outstanding as of February 7,
2024: i117,402,949
Portions of Albemarle Corporation’s definitive Proxy Statement for its 2024 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on March 26, 2024 pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part
III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
On February 15, 2024, Albemarle Corporation (“Albemarle” or the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission (the “Original Filing”).
This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Albemarle is being filed solely
to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Windfield Holdings Pty Ltd (“Windfield”) as required under Rule 3-09 of Regulation S-X. The financial statements of Windfield for its fiscal year ended December 31, 2023 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV,
Item 15 of the Original Filing to include, among other items, the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities and Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Windfield and certifications required to be filed as exhibits hereto.
PART
IV
Item 15.
Exhibits and Financial Statement Schedules.
(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 of the Company’s Annual Report on Form 10-K filed on February 15, 2024:
Management’s Report on Internal Control Over
Financial Reporting
Report of Independent Registered Public Accounting Firm (iPricewaterhouseCoopers LLP, iCharlotte, North Carolina, PCAOB ID i238)
Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
(a)(2) No Financial Statement Schedules are provided in accordance with Item 15(a)(2) as the information is either not applicable, not required or has been furnished in the Consolidated Financial Statements or Notes thereto.
(a)(3)
Exhibits
The
following documents are filed as exhibits to this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on February 15, 2024:
Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, furnished in XBRL (eXtensible Business Reporting Language)).
*104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit
101).
*
Included with this filing.
(c) The financial statements of Windfield Holdings Pty Ltd included in Exhibit 99.1 for the year ended December 31, 2023 are filed as part of Item 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and should be read in conjunction with the
Company's consolidated financial statements filed with the Company’s Annual Report on Form 10-K filed on February 15, 2024.
Pursuant
to the requirements of Section 13 or 15(d) 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.
