|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
The following discussion should be read together with the consolidated financial statements and related notes included in Albemarle Corporation's ("Albemarle," "we," "us," "our" or the "Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements. For a discussion of limitations inherent in such statements, please see "Forward-Looking Statements."
Overview
We are a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health. Our purpose is to enable a more resilient world. We partner to pioneer new ways to move, power, connect, and protect. The end markets we serve include grid storage, automotive, aerospace, conventional energy, electronics, construction, agriculture and food, pharmaceuticals and medical devices. We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and planet will enable us to maintain a leading position in the industries in which we operate. 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.
Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, cost discipline, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings. We continue to build upon our existing portfolio and our ongoing mission to provide innovative, yet commercially viable, energy products and services to the marketplace to contribute to our sustainability-based revenue.
In the first quarter of 2026, we completed the sale of our controlling ownership in the Refining Solutions business, as well as the sale of our 50% ownership interest in the Eurecat S.A. joint venture for combined pre-tax cash proceeds of approximately $648 million, net of cash sold, while initially owning a 49% interest in a newly formed refining solutions joint venture and retaining 100% ownership interest in the Performance Catalysts Solutions ("PCS") business. The proceeds from these divestitures were used to make payments on certain of our senior notes as part of our deleveraging efforts. As part of our effort to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities and reducing planned capital expenditures. We believe our disciplined cost reduction effort 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 challenging global economic environments.
Our net sales for the third quarter of 2026 were $1.6 billion, an increase of 19% year-over-year that was primarily driven by a 39% year-over-year increase in pricing. Adjusted EBITDA improved 186% year-over-year, driven by increased results in both Energy Storage and Specialties. Both net sales and adjusted EBITDA increased despite the sale of the Refining Solutions business, which provided $207.3 million and $31.8 million, respectively, in the third quarter of 2025. Cash flows from operations during the first nine months of 2026 were $1.5 billion, an increase of 64% year-over-year, driven by results in both Energy Storage and Specialties and successful execution of our cost reduction effort.
Outlook
The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, we believe that global demand for lithium battery and energy storage, particularly for electric vehicles ("EV") and energy storage systems ("ESS"), will continue to grow, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. This demand for lithium is supported by a favorable backdrop of steadily declining lithium-ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers and automotive OEMs and favorable global public policy toward e-mobility/renewable energy usage. In addition, we expect strong demand in the ESS market driven by competitive economics and desire for energy reliability. ESS technology supports peak-demand, regulates grid frequency and voltage, and provides back-up power as global data center growth and other factors drive increased electricity demand globally. Our outlook is also partly 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. Amidst these dynamics, and despite ongoing price volatility, we believe our long-term business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio through pricing and product development, managing costs and delivering value to our customers and shareholders.
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 trade policies and tariffs, slow and
uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment and increasingly stringent environmental standards. 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 lithium, fire safety, bromine and lithium specialties products. 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.
As part of our effort to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities, reducing planned capital expenditures and repurchasing debt. Although lithium index pricing has increased from low levels, it remains critical that we ensure an efficient operating model so we can compete and invest at every point of the cycle. To ensure we remain competitive, we will continue considering on an ongoing basis additional measures to support operating efficiencies, financial flexibility and growth.
The Company continues to monitor the current situation in the Middle East, where our business operations have generally continued as normal with some shipping and raw material delays. However, we have experienced, and may continue to experience, increased shipping and fuel costs, as well as costs for certain raw materials, amid rising prices that could negatively impact our results. We will continue to make efforts to protect both the business and the safety of our employees. In addition, at this time, we do not expect a material, direct impact to our financial statements from the tariffs proposed or imposed by the U.S. and internationally to date. The potential direct exposure of the Energy Storage segment to proposed or imposed tariffs is expected to be minimal as most of our China production is sold into China or other Asian countries, and some critical materials are fully or partially exempt from applicable tariffs in their currently proposed form. While there may be an impact to the Specialties business, we do not expect it to be material due to our global footprint and planned mitigation actions.
Following the completion of the sale of our Refining Solutions business in the first quarter of 2026, we report results across two operating segments: Energy Storage and Specialties.
Energy Storage: Energy Storage net sales and profitability are strongly dependent on lithium market prices, which are volatile. Due to the increased average lithium pricing for 2026, we expect Energy Storage net sales and profitability to increase year-over-year. Because many of our contracts are index-referenced and variable-priced, our business is generally aligned with changes in market and index pricing. As a result, increases or decreases in lithium market pricing could have a material impact on our results. We expect sales volume to be relatively flat to slightly down compared to prior year primarily as a result of a fire at our Talison joint venture's third chemical grade plant in Greenbushes ("CGP3"), offset by strong integrated production, stronger than expected spodumene sales from our Wodgina joint venture and our ability to operate with lower inventory levels. Remediation from the impact of the CGP3 fire, with ramp up to normal production levels, has been completed. Global EV and ESS sales are expected to increase over the prior year, driving sustained demand for lithium batteries. We are also focused on cost reduction effort to drive additional profitability in 2026.
As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, over the past two years we stopped construction of Kemerton Trains 3 and 4, and have put, or are in the process of putting, Kemerton Trains 1 and 2 and the Chengdu, China conversion facilities into care and maintenance. Production from the sites placed into care and maintenance has been transferred to other processing facilities.
Specialties: We expect both net sales and profitability for 2026 to be above 2025 results due to an improved outlook of bromine pricing and modest volume growth. We expect continued modest volume growth in certain key end-markets, such as semiconductors, oil and gas, flame retardants and pharmaceuticals, and steady demand in the automotive and petrochemical markets.
Results of Operations
The following is a discussion and analysis of our results of operations for the three-month and nine-month periods ended September 30, 2026 and 2025. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading, "Financial Condition and Liquidity." Certain percentage changes are considered not meaningful ("NM").
Third Quarter 2026 Compared to Third Quarter 2025
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
1,553,097
|
|
|
$
|
1,307,829
|
|
|
$
|
245,268
|
|
|
19
|
%
|
|
•$512.8 million increase primarily attributable to higher pricing in Energy Storage and Specialties
•$82.8 million decrease primarily attributable to lower sales volume in Energy Storage
•$207.3 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026
•$22.8 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Gross profit
|
$
|
300,724
|
|
|
$
|
117,610
|
|
|
$
|
183,114
|
|
|
156
|
%
|
|
Gross profit margin
|
19.4
|
%
|
|
9.0
|
%
|
|
|
|
|
|
•Favorable pricing in Energy Storage and Specialties
•Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies
•Partially offset by higher average input costs, driven by the consumption of higher-priced raw material inventory in Energy Storage. The higher cost of goods sold of spodumene purchased from Windfield is offset in the equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party customers
•Absence of Refining Solutions gross profit as a result of its divestiture on March 2, 2026 and lower sales volume in Energy Storage
|
Selling, General and Administrative ("SG&A") Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Selling, general and administrative expenses
|
$
|
136,353
|
|
|
$
|
138,577
|
|
|
$
|
(2,224)
|
|
|
(2)
|
%
|
|
Percentage of Net sales
|
8.8
|
%
|
|
10.6
|
%
|
|
|
|
|
|
•Decrease primarily driven by the absence of SG&A associated with Refining Solutions as a result of its divestiture on March 2, 2026, as well as the impact of our cost savings initiative
|
Goodwill Impairment Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Goodwill impairment charges
|
$
|
-
|
|
|
$
|
181,070
|
|
|
$
|
(181,070)
|
|
|
NM
|
|
•Non-cash goodwill impairment charge recorded in 2025 represented the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in its Refining Solutions business
|
Restructuring Charges and Asset Write-Offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Restructuring charges and asset write-offs
|
$
|
8,038
|
|
|
$
|
2,275
|
|
|
$
|
5,763
|
|
|
253
|
%
|
|
•In 2026, we recorded decommissioning expenses related to the announced placement of Kemerton Train 1 into care and maintenance
•In 2025, we primarily recorded adjustments to contract cancellation costs with key suppliers and costs to put Kemerton Train 2 into care and maintenance as part of the restructuring plan
•See Note 10, "Restructuring Charges and Asset Write-offs," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details
|
Research and Development Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Research and development expenses
|
$
|
8,173
|
|
|
$
|
12,674
|
|
|
$
|
(4,501)
|
|
|
(36)
|
%
|
|
Percentage of Net sales
|
0.5
|
%
|
|
1.0
|
%
|
|
|
|
|
|
•Absence of research and development spending associated with Refining Solutions as a result of its divestiture on March 2, 2026
•Partially offset by the write-off of certain research and development assets in Energy Storage
|
Interest and Financing Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Interest and financing expenses
|
$
|
(27,803)
|
|
|
$
|
(50,959)
|
|
|
$
|
23,156
|
|
|
(45)
|
%
|
|
•Lower debt balances in 2026 following the March 2026 early redemption of notes
|
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Other income, net
|
$
|
12,861
|
|
|
$
|
28,799
|
|
|
$
|
(15,938)
|
|
|
(55)
|
%
|
|
•$15.9 million decrease in the fair market value adjustment of equity securities in public companies
•$2.4 million decrease attributable to interest income from lower interest rates in 2026
•$9.8 million increase attributable to foreign exchange impacts from gains recorded in 2026 compared to losses recorded in 2025
|
Income Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Income tax expense (benefit)
|
$
|
21,900
|
|
|
$
|
(30,565)
|
|
|
$
|
52,465
|
|
|
172
|
%
|
|
Effective income tax rate
|
16.4
|
%
|
|
12.8
|
%
|
|
|
|
|
|
•2026 income tax expense was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in the U.S., our consolidated Australian entities and certain entities in China
•2025 income tax benefit included the impact of the valuation allowance in our consolidated Australian entities and certain entities in China
•The goodwill impairment charge recorded in 2025 was primarily non-deductible and resulted in a minimal income tax benefit
|
Equity in Net Income of Unconsolidated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Equity in net income of unconsolidated investments
|
$
|
205,350
|
|
|
$
|
60,640
|
|
|
$
|
144,710
|
|
|
239
|
%
|
|
•Increased earnings primarily due to higher pricing realized by the Windfield joint venture. Partially offset by lower deferred profits of the converted inventory sold by Albemarle to third-party customers
•$2.9 million decrease attributable to unfavorable foreign exchange impacts from the Windfield joint venture
|
Net Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net income attributable to noncontrolling interests
|
$
|
(19,913)
|
|
|
$
|
(12,753)
|
|
|
$
|
(7,160)
|
|
|
56
|
%
|
|
•Increase in consolidated income related to our Jordan Bromine Company Limited ("JBC") joint venture primarily due to higher pricing
|
Net Income (Loss) Attributable to Albemarle Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net income (loss) attributable to Albemarle Corporation
|
$
|
296,755
|
|
|
$
|
(160,694)
|
|
|
$
|
457,449
|
|
|
NM
|
|
Percentage of Net sales
|
19.1
|
%
|
|
(12.3)
|
%
|
|
|
|
|
|
Net income (loss) attributable to Albemarle Corporation common shareholders
|
$
|
255,072
|
|
|
$
|
(202,382)
|
|
|
$
|
457,454
|
|
|
NM
|
|
Basic earnings (loss) per share attributable to common shareholders
|
$
|
2.16
|
|
|
$
|
(1.72)
|
|
|
$
|
3.88
|
|
|
NM
|
|
Diluted earnings (loss) per share attributable to common shareholders
|
$
|
2.15
|
|
|
$
|
(1.72)
|
|
|
$
|
3.87
|
|
|
NM
|
|
•Increase in 2026 results due to reasons noted above
•Net income (loss) attributable to Albemarle Corporation common shareholders includes reductions of $41.7 million for mandatory convertible preferred stock dividends in both 2026 and 2025
|
Segment Information Overview. Following the completion of the sale of our Refining Solutions business, we have identified two 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 ("CODM") to evaluate performance and make resource allocation decisions. Our reportable business segments consist of: (1) Energy Storage and (2) Specialties.
The Corporate and All Other category is not considered to be a segment and includes corporate-related items not allocated to the operating segments, as well as the PCS business and our ownership interest in the Ketjen joint venture, as they are not part of our core businesses. 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 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.
Our CODM assesses the ongoing performance of the Company's business segments and allocates resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments' performance. In addition, the CODM uses adjusted EBITDA for business and enterprise planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company's definition of adjusted EBITDA is earnings before interest and financing expenses, income tax expenses, the proportionate share of Windfield income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company's credit agreement, which is a material agreement for the Company. Total adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, the generally accepted accounting principles in the United States ("U.S. GAAP"). Total adjusted EBITDA should not be considered as an alternative to Net income (loss) 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. Prior period amounts have been recast to reflect the current segment structure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Percentage Change
|
|
|
2026
|
|
%
|
|
2025
|
|
%
|
|
2026 vs 2025
|
|
|
(In thousands, except percentages)
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
Energy Storage
|
$
|
1,118,795
|
|
|
72.1
|
%
|
|
$
|
708,755
|
|
|
54.2
|
%
|
|
58
|
%
|
|
Specialties
|
388,611
|
|
|
25.0
|
%
|
|
344,960
|
|
|
26.4
|
%
|
|
13
|
%
|
|
Total segment net sales
|
1,507,406
|
|
|
97.1
|
%
|
|
1,053,715
|
|
|
80.6
|
%
|
|
43
|
%
|
|
Corporate and all other
|
45,691
|
|
|
2.9
|
%
|
|
254,114
|
|
|
19.4
|
%
|
|
(82)
|
%
|
|
Total net sales
|
$
|
1,553,097
|
|
|
100.0
|
%
|
|
$
|
1,307,829
|
|
|
100.0
|
%
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
Energy Storage
|
$
|
559,806
|
|
|
86.7
|
%
|
|
$
|
124,077
|
|
|
55.0
|
%
|
|
351
|
%
|
|
Specialties
|
98,729
|
|
|
15.3
|
%
|
|
75,544
|
|
|
33.5
|
%
|
|
31
|
%
|
|
Total segment adjusted EBITDA
|
658,535
|
|
|
102.0
|
%
|
|
199,621
|
|
|
88.5
|
%
|
|
230
|
%
|
|
Corporate and all other
|
(13,025)
|
|
|
(2.0)
|
%
|
|
26,009
|
|
|
11.5
|
%
|
|
(150)
|
%
|
|
Total adjusted EBITDA
|
$
|
645,510
|
|
|
100.0
|
%
|
|
$
|
225,630
|
|
|
100.0
|
%
|
|
186
|
%
|
See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
Total segment adjusted EBITDA
|
$
|
658,535
|
|
|
$
|
199,621
|
|
|
Corporate and all other adjusted EBITDA
|
(13,025)
|
|
|
26,009
|
|
|
Depreciation and amortization
|
(168,404)
|
|
|
(164,483)
|
|
|
Interest and financing expenses
|
(27,803)
|
|
|
(50,959)
|
|
|
Income tax (expense) benefit
|
(21,900)
|
|
|
30,565
|
|
|
Proportionate share of Windfield income tax expense(a)
|
(85,403)
|
|
|
(20,023)
|
|
|
Acquisition and integration related costs(b)
|
(4,215)
|
|
|
(1,883)
|
|
|
Restructuring charges and asset write-offs(c)
|
(8,038)
|
|
|
(2,321)
|
|
|
Strategic cost savings initiative(d)
|
(11,617)
|
|
|
-
|
|
|
Goodwill impairment charges(e)
|
-
|
|
|
(181,070)
|
|
|
Non-operating pension and OPEB items
|
(1,078)
|
|
|
(367)
|
|
|
(Loss) gain in fair value of public equity securities(f)
|
(7,881)
|
|
|
7,980
|
|
|
Other(g)
|
(12,416)
|
|
|
(3,763)
|
|
|
Net income (loss) attributable to Albemarle Corporation
|
$
|
296,755
|
|
|
$
|
(160,694)
|
|
(a)Albemarle's 49% ownership interest in the reported income tax expense of the Windfield joint venture.
(b)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.
(c)See Note 10, "Restructuring Charges and Asset Write-offs," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(d)Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the "Other" line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
(e)Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
(f)Represents the net change in fair value of investments in public equity securities, recorded in Other income, net.
(g)Included amounts for the three months ended September 30, 2026 recorded in:
•Cost of goods sold - $11.4 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $1.0 million of expenses related to other costs outside of our regular operations.
Included amounts for the three months ended September 30, 2025 recorded in:
•SG&A - $2.0 million of severance expenses not related to a restructuring plan, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary, $1.4 million related to the write-off of certain fixed assets and $1.3 million of expenses related to certain historical legal matters, partially offset by $1.9 million of gains from the sale of assets not part of our production operations.
•Other income, net - $0.5 million gain resulting from the adjustment of indemnification related to a previously disposed business.
Energy Storage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
1,118,795
|
|
|
$
|
708,755
|
|
|
$
|
410,040
|
|
|
58
|
%
|
|
•$479.5 million increase attributable to favorable pricing impacts, primarily in battery- and technical-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts
•$93.5 million decrease attributable to lower sales volume driven by unfavorable product mix and reduced tolling volumes
•$24.0 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
|
Adjusted EBITDA
|
$
|
559,806
|
|
|
$
|
124,077
|
|
|
$
|
435,729
|
|
|
351
|
%
|
|
•Favorable pricing impacts in lithium carbonate and hydroxide
•Increased equity earnings from higher spodumene pricing realized by the Windfield joint venture
•Partially offset by increased commission expenses in Chile resulting from higher lithium salts pricing
•$15.8 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
388,611
|
|
|
$
|
344,960
|
|
|
$
|
43,651
|
|
|
13
|
%
|
|
•$32.9 million increase attributable to favorable pricing impacts in bromine and derivatives and flame retardants
•$11.9 million increase attributable to higher sales volumes primarily in bromine and derivatives
•$1.1 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
|
|
Adjusted EBITDA
|
$
|
98,729
|
|
|
$
|
75,544
|
|
|
$
|
23,185
|
|
|
31
|
%
|
|
•Higher sales volumes and favorable pricing
•Partially offset by higher raw material input costs and increased noncontrolling interest from higher pricing realized by the JBC joint venture
|
Corporate and All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
Q3 2026
|
|
Q3 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
45,691
|
|
|
$
|
254,114
|
|
|
$
|
(208,423)
|
|
|
(82)
|
%
|
|
•$207.3 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026
•$1.3 million decrease attributable to lower sales volumes in PCS
|
|
Adjusted EBITDA
|
$
|
(13,025)
|
|
|
$
|
26,009
|
|
|
$
|
(39,034)
|
|
|
(150)
|
%
|
|
•$31.8 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026
•Lower sales volumes in PCS
•$6.9 million increase attributable to favorable currency exchange impacts, net of a $2.9 million decrease in foreign exchange impacts from our Windfield joint venture
|
First Nine Months 2026 Compared to First Nine Months 2025
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
4,725,141
|
|
|
$
|
3,714,702
|
|
|
$
|
1,010,439
|
|
|
27
|
%
|
|
•$1.3 billion increase primarily attributable to higher pricing in Energy Storage and Specialties
•$23.1 million increase attributable to higher sales volume primarily in Specialties
•$461.4 million decrease attributable to the absence of Refining Solutions net sales as a results of its divestiture on March 2, 2026
•$101.6 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Gross profit
|
$
|
1,391,991
|
|
|
$
|
470,785
|
|
|
$
|
921,206
|
|
|
196
|
%
|
|
Gross profit margin
|
29.5
|
%
|
|
12.7
|
%
|
|
|
|
|
|
•Favorable pricing in both Energy Storage and Specialties
•Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies
•Partially offset by higher average input costs, driven by the consumption of higher-priced raw material inventory in Energy Storage. The higher cost of goods sold of spodumene purchased from Windfield is offset in the equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party customers
•Absence of Refining Solutions gross profit as a result of its divestiture on March 2, 2026
|
Selling, General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Selling, general and administrative expenses
|
$
|
400,112
|
|
|
$
|
394,536
|
|
|
$
|
5,576
|
|
|
1
|
%
|
|
Percentage of Net sales
|
8.5
|
%
|
|
10.6
|
%
|
|
|
|
|
|
•Increase primarily driven by higher expenses for outside services used to support various projects
•Partially offset by the absence of SG&A associated with Refining Solutions as a result of its divestiture on March 2, 2026, as well as our cost savings initiative
•$13.3 million of gains from the sale of assets not part of our production operations in 2025
|
Goodwill Impairment Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Goodwill impairment charges
|
$
|
-
|
|
|
$
|
181,070
|
|
|
$
|
(181,070)
|
|
|
NM
|
|
•Non-cash goodwill impairment charge recorded in 2025 represented the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in its Refining Solutions business
|
Restructuring Charges and Asset Write-Offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Restructuring charges and asset write-offs
|
$
|
41,241
|
|
|
$
|
5,660
|
|
|
$
|
35,581
|
|
|
NM
|
|
•In 2026, we recorded severance and employee benefit charges, decommissioning expenses and other restructuring and asset-write off charges related to the announced placement of Kemerton Train 1 into care and maintenance
•In 2025, we primarily recorded adjustments to contract cancellation costs with key suppliers and costs to put the Chengdu, China conversion facility and Kemerton Train 2 into care and maintenance as part of the restructuring plan. These costs were partially offset by proceeds for certain Kemerton equipment, and updated estimates concerning the progress of construction activities and related contractual obligations, resulting in a favorable adjustment of asset write-offs
•See Note 10, "Restructuring Charges and Asset Write-offs," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details
|
Research and Development Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Research and development expenses
|
$
|
21,010
|
|
|
$
|
39,217
|
|
|
$
|
(18,207)
|
|
|
(46)
|
%
|
|
Percentage of Net sales
|
0.4
|
%
|
|
1.1
|
%
|
|
|
|
|
|
•Absence of research and development spending associated with Refining Solutions as a result of its divestiture on March 2, 2026
•Partially offset by the write-off of certain research and development assets in Energy Storage
|
Loss on Sale of Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Loss on sale of business
|
$
|
95,018
|
|
|
$
|
-
|
|
|
$
|
95,018
|
|
|
NM
|
|
•$95.0 million loss recorded related to the divestiture of the controlling ownership interest of the Refining Solutions business, representing the final consideration received less the carrying value on the date of sale
|
Interest and Financing Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Interest and financing expenses
|
$
|
(91,848)
|
|
|
$
|
(149,875)
|
|
|
$
|
58,027
|
|
|
(39)
|
%
|
|
•2026 included a gain on early extinguishment of debt of $12.5 million, representing the repurchase of notes in March 2026 at a discount, partially offset by tender premiums and redemption fees
•Lower debt balances in 2026 following the March 2026 early redemption of notes
|
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Other income, net
|
$
|
86,300
|
|
|
$
|
32,490
|
|
|
$
|
53,810
|
|
|
166
|
%
|
|
•$42.3 million gain recorded related to the divestiture of our 50% ownership interest in the Eurecat S.A. joint venture, representing the final consideration received less the carrying value of the investment on the date of sale
•$38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary in 2025
•$20.7 million increase attributable to foreign exchange impacts from gains recorded in 2026 compared to losses recorded in 2025
•$12.5 million decrease attributable to interest income from lower interest rates in 2026
•$10.0 million decrease in the fair market value adjustment of equity securities in public companies
|
Income Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Income tax expense (benefit)
|
$
|
137,413
|
|
|
$
|
(449)
|
|
|
$
|
137,862
|
|
|
NM
|
|
Effective income tax rate
|
16.6
|
%
|
|
0.2
|
%
|
|
|
|
|
|
•2026 income tax expense was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in the U.S., our consolidated Australian entities and certain entities in China
•2025 income tax benefit was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in our consolidated Australian entities and certain entities in China
•The goodwill impairment charge recorded in 2025 was primarily non-deductible and resulted in a minimal income tax benefit
|
Equity in Net Income of Unconsolidated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Equity in net income of unconsolidated investments
|
$
|
453,207
|
|
|
$
|
203,184
|
|
|
$
|
250,023
|
|
|
123
|
%
|
|
•Increased earnings primarily due to higher pricing realized by the Windfield joint venture. Partially offset by lower deferred profits of the converted inventory sold by Albemarle to third-party customers
•$6.1 million decrease attributable to unfavorable foreign exchange impacts from the Windfield joint venture
|
Net Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net income attributable to noncontrolling interests
|
$
|
(49,051)
|
|
|
$
|
(32,999)
|
|
|
$
|
(16,052)
|
|
|
49
|
%
|
|
•Increase in consolidated income related to our JBC joint venture primarily due to higher pricing
|
Net Income (Loss) Attributable to Albemarle Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net income (loss) attributable to Albemarle Corporation
|
$
|
1,095,805
|
|
|
$
|
(96,449)
|
|
|
$
|
1,192,254
|
|
|
NM
|
|
Percentage of Net sales
|
23.2
|
%
|
|
(2.6)
|
%
|
|
|
|
|
|
Net income (loss) attributable to Albemarle Corporation common shareholders
|
$
|
970,747
|
|
|
$
|
(221,512)
|
|
|
$
|
1,192,259
|
|
|
NM
|
|
Basic earnings (loss) per share
|
$
|
8.23
|
|
|
$
|
(1.88)
|
|
|
$
|
10.11
|
|
|
NM
|
|
Diluted earnings (loss) per share
|
$
|
8.03
|
|
|
$
|
(1.88)
|
|
|
$
|
9.91
|
|
|
NM
|
|
•Increase in 2026 results due to reasons noted above
•Net income (loss) attributable to Albemarle Corporation common shareholders includes reductions of $125.1 million for mandatory convertible preferred stock dividends in both 2026 and 2025
|
Segment Information Overview. Summarized financial information concerning our reportable segments is shown in the following tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Percentage Change
|
|
|
2026
|
|
%
|
|
2025
|
|
%
|
|
2026 vs 2025
|
|
|
(In thousands, except percentages)
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
Energy Storage
|
$
|
3,286,644
|
|
|
69.5
|
%
|
|
$
|
1,950,976
|
|
|
52.5
|
%
|
|
68
|
%
|
|
Specialties
|
1,170,508
|
|
|
24.8
|
%
|
|
1,017,534
|
|
|
27.4
|
%
|
|
15
|
%
|
|
Total segment net sales
|
4,457,152
|
|
|
94.3
|
%
|
|
2,968,510
|
|
|
79.9
|
%
|
|
50
|
%
|
|
Corporate and all other
|
267,989
|
|
|
5.7
|
%
|
|
746,192
|
|
|
20.1
|
%
|
|
(64)
|
%
|
|
Total net sales
|
$
|
4,725,141
|
|
|
100.0
|
%
|
|
$
|
3,714,702
|
|
|
100.0
|
%
|
|
27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
Energy Storage
|
$
|
1,834,619
|
|
|
84.6
|
%
|
|
$
|
530,157
|
|
|
63.9
|
%
|
|
246
|
%
|
|
Specialties
|
292,578
|
|
|
13.5
|
%
|
|
207,187
|
|
|
25.0
|
%
|
|
41
|
%
|
|
Total segment adjusted EBITDA
|
2,127,197
|
|
|
98.1
|
%
|
|
737,344
|
|
|
88.9
|
%
|
|
188
|
%
|
|
Corporate and all other
|
40,224
|
|
|
1.9
|
%
|
|
91,905
|
|
|
11.1
|
%
|
|
(56)
|
%
|
|
Total adjusted EBITDA
|
$
|
2,167,421
|
|
|
100.0
|
%
|
|
$
|
829,249
|
|
|
100.0
|
%
|
|
161
|
%
|
See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
Total segment adjusted EBITDA
|
$
|
2,127,197
|
|
|
$
|
737,344
|
|
|
Corporate and all other adjusted EBITDA
|
40,224
|
|
|
91,905
|
|
|
Depreciation and amortization
|
(482,010)
|
|
|
(494,968)
|
|
|
Interest and financing expenses(a)
|
(91,848)
|
|
|
(149,875)
|
|
|
Income tax (expense) benefit
|
(137,413)
|
|
|
449
|
|
|
Proportionate share of Windfield income tax expense(b)
|
(197,703)
|
|
|
(78,499)
|
|
|
Loss on sale of business/equity investment, net(c)
|
(52,718)
|
|
|
-
|
|
|
Acquisition and integration related costs(d)
|
(6,087)
|
|
|
(5,091)
|
|
|
Restructuring charges and asset write-offs(e)
|
(41,241)
|
|
|
(5,772)
|
|
|
Strategic cost savings initiative(f)
|
(30,617)
|
|
|
-
|
|
|
Goodwill impairment charges(g)
|
-
|
|
|
(181,070)
|
|
|
Non-operating pension and OPEB items
|
(3,279)
|
|
|
(978)
|
|
|
(Loss) gain in fair value on public equity securities(h)
|
(6,838)
|
|
|
3,144
|
|
|
Other(i)
|
(21,862)
|
|
|
(13,038)
|
|
|
Net income (loss) attributable to Albemarle Corporation
|
$
|
1,095,805
|
|
|
$
|
(96,449)
|
|
(a)Includes a gain on early extinguishment of debt of $12.5 million for the nine months ended September 30, 2026. See Note 6, "Long-Term Debt," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(b)Albemarle's 49% ownership interest in the reported income tax expense of the Windfield joint venture.
(c)Loss on sale of controlling ownership interest in Refining Solutions business included in Loss on sale of business on the consolidated statements of income. Partially offset by gain on sale of Eurecat S.A. joint venture recorded in Other income, net. See Note 2, "Divestitures," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(d)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.
(e)See Note 10, "Restructuring Charges and Asset Write-offs," to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(f)Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the "Other" line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
(g)Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
(h)Represents the net change in fair value of investments in public equity securities, recorded in Other income, net.
(i)Included amounts for the nine months ended September 30, 2026 recorded in:
•Cost of goods sold - $15.3 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $3.9 million charge for a non-income tax audit of a facility no longer controlled by the Company and a net loss of $1.6 million primarily related to other costs outside of our regular operations.
•Other income, net - Primarily related to $3.4 million of charges for asset retirement obligations at a site not part of our operations and a net loss of $1.5 million primarily driven by indemnification charges related to the Eurecat S.A. joint venture sale, partially offset by a $3.9 million gain resulting from the adjustment of indemnification related to previously disposed businesses.
Included amounts for the nine months ended September 30, 2025 recorded in:
•SG&A - $13.3 million of gains from the sale of assets not part of our production operations, partially offset by $3.8 million of severance expenses not related to a restructuring plan, $1.9 million of expenses related to certain historical legal matters, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary and $1.4 million related to the write-off of certain fixed assets.
•Other income, net - $38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary and $1.9 million of charges for asset retirement obligations at a site not part of our operations, partially offset by $19.8 million of income from PIK dividends of the preferred equity in a Grace subsidiary prior to redemption and a $2.4 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses.
Energy Storage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
3,286,644
|
|
|
$
|
1,950,976
|
|
|
$
|
1,335,668
|
|
|
68
|
%
|
|
•$1.3 billion increase attributable to favorable pricing impacts, primarily in battery- and technical-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts
•$20.5 million decrease attributable to lower sales volume driven by reduced tolling volumes
•$88.3 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
|
Adjusted EBITDA
|
$
|
1,834,619
|
|
|
$
|
530,157
|
|
|
$
|
1,304,462
|
|
|
246
|
%
|
|
•Favorable pricing impacts in lithium carbonate and hydroxide
•Increased equity earnings from higher spodumene pricing realized by the Windfield joint venture
•Partially offset by increased commission expenses in Chile resulting from higher lithium salts pricing
•$59.4 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
1,170,508
|
|
|
$
|
1,017,534
|
|
|
$
|
152,974
|
|
|
15
|
%
|
|
•$76.6 million increase attributable to favorable pricing impacts in bromine and derivatives and flame retardants, partially offset by unfavorable pricing in lithium specialties
•$63.1 million increase attributable to higher sales volumes primarily in flame retardants
•$13.7 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
|
Adjusted EBITDA
|
$
|
292,578
|
|
|
$
|
207,187
|
|
|
$
|
85,391
|
|
|
41
|
%
|
|
•Higher sales volumes and favorable pricing
•Partially offset by higher raw material input costs and increased noncontrolling interest from higher pricing realized by the JBC joint venture
•$7.0 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies
|
Corporate and All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
YTD 2026
|
|
YTD 2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
267,989
|
|
|
$
|
746,192
|
|
|
$
|
(478,203)
|
|
|
(64)
|
%
|
|
•$461.4 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026
•$19.4 million decrease attributable to lower sales volumes in PCS
•$2.9 million increase attributable to favorable pricing impacts in PCS
|
|
Adjusted EBITDA
|
$
|
40,224
|
|
|
$
|
91,905
|
|
|
$
|
(51,681)
|
|
|
(56)
|
%
|
|
•$61.8 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026
•Lower sales volumes in PCS
•$14.6 million increase attributable to favorable currency exchange impacts, net of a $6.1 million decrease in foreign exchange impacts from our Windfield joint venture
|
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 have the ability to 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, payables 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.
Cash Flow
During the first nine months of 2026, cash on hand, cash provided by operations and net cash proceeds from the sale of our Refining Solutions business and ownership interest in the Eurecat joint venture funded debt redemption and early tender debt payments of approximately $1.3 billion, $250.8 million of capital expenditures for plant, machinery and equipment, dividends to common shareholders of $143.2 million and dividends to mandatory convertible preferred shareholders of $125.1 million. Our operations provided $1.5 billion of cash flows during the first nine months of 2026, as compared to $893.8 million for the first nine months of 2025. The increase compared to prior year was primarily due to higher earnings from both the Energy Storage segment, driven by increased lithium prices, and the Specialties segment, as well as higher dividends from unconsolidated investments. Cash from operations increased year-over-year despite the receipt of an Energy Storage customer prepayment of $350 million during the first quarter of 2025 and higher outflows from working capital changes. Net cash outflows from working capital changes in 2026 were primarily driven by increased inventory balances, driven by the increase in lithium prices, partially offset the impact of higher accounts payable. Overall, our cash and cash equivalents increased by $228.0 million from December 31, 2025 to $1.8 billion at September 30, 2026.
Capital expenditures for the nine-month period ended September 30, 2026 of $250.8 million were primarily associated with plant, machinery and equipment in our Energy Storage segment. This reflects our projected new level of spending to
unlock cash flow over the near term and generate long-term financial flexibility and is driven by a lower level of general maintenance and sustaining capital spend, while continuing safety and critical maintenance expenditures.
On March 2, 2026, we completed the divestiture of the controlling ownership interest of our Refining Solutions business to ChemCat AcquisitionCo, LLC and contribute the remaining ownership interest to ChemCat Holdings, LP, a newly formed limited partnership ("Holdco"). The Refining Solutions business divested and contributed is defined as our Ketjen reportable segment, excluding its PCS business and our 50% ownership interest in Eurecat S.A. Following the completion of the transactions in the definitive agreement (collectively, the "Refining Solutions Business Transaction"), the Company received $525.2 million in cash, net of cash sold, initially owned 49% of the common units of Holdco and retained 100% ownership of the PCS business. As a result of the Refining Solutions Business Transaction, the Company recorded a loss of $95.0 million before income taxes in the first nine months of 2026.
In a separate transaction, on January 23, 2026, we completed the sale of our 50% ownership interest in Eurecat S.A. for €105 million (approximately $123 million using foreign exchange rates on the closing date) in cash to Axens SA and recorded a gain of $42.3 million in Other income, net on the consolidated statements of income (loss) in the first nine months of 2026.
In the first quarter of 2026, using proceeds from the sale of our Refining Solutions business and cash on hand, we redeemed the 4.65% Senior notes in full, and repurchased $62.4 million of the 3.45% Senior notes, $184.3 million of the 5.05% Senior notes, $149.0 million of the 5.45% Senior notes, and $254.3 million of the 5.65% Senior notes. As a result, included in Interest and financing expenses for the nine-month period ended September 30, 2026 is a gain on early extinguishment of debt of $12.5 million, representing the repurchase of these notes at a discount, partially offset by tender premiums and redemption fees.
We have recently taken proactive actions as part of an initiative to optimize our cost structure and strengthen our financial flexibility, including certain restructuring activities and reducing planned capital expenditures. Since July 2024, we stopped construction of Kemerton Train 3, placed Kemerton Train 2 into care and maintenance, and deferred spending and investments in certain other capital projects. Additionally, as part of this restructuring plan, we placed the Chengdu, China conversion plant into care and maintenance during the first half of 2025. Since inception, we have recorded charges for these actions consisting of asset write-offs of $726.0 million, severance and employee benefits of $53.4 million, contract cancellation costs of $38.4 million, decommissioning costs of $13.2 million and other costs (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $29.3 million.
In February 2026, we announced the decision to put Kemerton Train 1 into care and maintenance, and the Company recorded charges for this action consisting of decommissioning costs of $19.6 million, asset write-offs of $2.3 million, severance and employee benefits of $15.4 million, contract cancellation costs of $1.0 million and other costs of $1.5 million. The Company expects to record additional charges in the range of $60 million to $80 million, primarily related to decommissioning costs during the remainder of 2026 and 2027, when the actions are expected to be completed.
Net current assets were $2.4 billion and $2.2 billion at September 30, 2026 and December 31, 2025, respectively. Net current assets increased primarily due to higher cash and cash equivalent balances resulting from increased earnings and the execution of our cost savings initiative. The impact of lithium prices on cash and working capital balances offset the decrease in cash balance from the early tender debt payments of approximately $1.3 billion in the first quarter of 2026 using proceeds from the divestiture of the Refining Solutions business and ownership interest in the Eurecat joint venture. 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. The additional changes 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 July 21, 2026, our board of directors declared a cash dividend of $0.41 per share, which was paid on October 1, 2026 to shareholders of record at the close of business as of September 11, 2026. On September 1, 2026, we paid a cash dividend of $18.125 per share of Mandatory Convertible Preferred Stock to the holders of record at the close of business on August 15, 2026.
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 and other cash outlays, should be financed primarily with cash flow provided by operations, cash on hand and additional issuances of debt or equity securities, as needed.
Long-Term Debt
We currently have the following unsecured notes outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue Month/Year
|
|
Principal (in millions)
|
|
Interest Rate
|
|
Interest Payment Dates
|
|
Maturity Date
|
|
November 2019
|
|
€500.0
|
|
1.625%
|
|
November 25
|
|
November 25, 2028
|
|
November 2019(a)
|
|
$109.2
|
|
3.45%
|
|
May 15 and November 15
|
|
November 15, 2029
|
|
May 2022(a)
|
|
$415.7
|
|
5.05%
|
|
June 1 and December 1
|
|
June 1, 2032
|
|
November 2014(a)
|
|
$201.0
|
|
5.45%
|
|
June 1 and December 1
|
|
December 1, 2044
|
|
May 2022(a)
|
|
$195.7
|
|
5.65%
|
|
June 1 and December 1
|
|
June 1, 2052
|
(a) Denotes senior notes.
For a description of our outstanding senior notes, including the material terms thereof, refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to the terms of our outstanding debt instruments since December 31, 2025, other than as described herein and in Note 6, "Long-Term Debt," to the condensed consolidated financial statements included in this Form 10-Q.
On October 29, 2026, we entered into a new revolving, unsecured credit agreement (the "2026 Credit Agreement"), which provides for borrowings of up to $1.5 billion and matures on October 29, 2031. Borrowings under the 2026 Credit Agreement 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 from Standard & Poor's Ratings Services LLC, Moody's Investors Services, Inc. and Fitch Ratings, Inc. With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate ("SOFR") plus the applicable margin. As of September 30, 2026, the applicable margin under our existing credit agreement was 1.20%, and there were no outstanding borrowings. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding our debt covenants. At September 30, 2026, we were in compliance with all existing debt covenants and provisions related to potential defaults.
We have entered into agreements relating to a commercial paper program under which we may issue unsecured commercial paper notes (the "Commercial Paper Notes") from time-to-time. The maximum aggregate face amount of Commercial Paper Notes outstanding at any time is $1.5 billion, with none outstanding as of September 30, 2026.
In the second quarter of 2023, we received an interest-free loan of $300.0 million to be repaid in five equal annual installments beginning on December 31, 2026. This loan was discounted using an imputed interest rate of 5.5% and the Company will amortize that discount through Interest and financing expenses over the term of the loan.
When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset, and the underlying assets are recorded in property, plant and equipment. We currently have the ability to transfer up to $540 million in assets under these arrangements. At September 30, 2026 and December 31, 2025, there were $218.0 million and $159.4 million, respectively, of bonds outstanding under these arrangements.
At September 30, 2026, we had the ability to borrow $1.5 billion under our commercial paper program and our revolving, unsecured credit agreement, and $78.9 million under other existing credit lines, subject to various financial covenants under the revolving, unsecured credit agreement. We have the ability to refinance our borrowings under our other existing credit lines with borrowings under the 2026 Credit Agreement, as applicable. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt. We believe that at September 30, 2026 we were, and currently are, in compliance with all of our debt covenants. At September 30, 2026, Albemarle had estimated liquidity of approximately $3.4 billion, including $1.8 billion of cash and cash equivalents and these available credit lines and agreements, against total debt of $1.9 billion. The non-current portion of our long-term debt amounted to $1.8 billion at September 30, 2026, compared to $3.1 billion at December 31, 2025.
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 $96.9 million at September 30,
2026. 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
With the exception of the previously noted debt repurchases, our contractual obligations have not significantly changed, based on our ordinary business activities and projected capital expenditures noted above, from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2025.
Total expected 2026 contributions to our domestic and foreign qualified and nonqualified pension plans, including the Albemarle Corporation Supplemental Executive Retirement Plan, are expected to be approximately $19.1 million. We may choose to make additional pension contributions in excess of this amount. We made contributions of $17.2 million to our domestic and foreign pension plans (both qualified and nonqualified) during the nine-month period ended September 30, 2026.
The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $284.8 million at September 30, 2026 and $259.2 million at December 31, 2025. Related assets for corresponding offsetting benefits recorded in Other assets totaled $82.0 million at September 30, 2026 and $75.8 million at December 31, 2025. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of 2026 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 generally use cash on hand and cash provided by operating activities, divestitures and borrowings to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures, make acquisitions, make pension contributions and pay dividends. We also could borrow under our credit facilities or issue additional debt or equity securities to fund these activities in an effort to maintain our financial flexibility. Our main focus in the short-term, during the continued uncertainty surrounding the global economy, including lithium market pricing and recent inflationary trends, is to maintain financial flexibility by continuing our cost savings initiative, committing to shareholder returns and maintaining an investment grade rating. Over the next three years, in terms of uses of cash, we will focus on investing in growth of the businesses and returning value to shareholders. We may, from time to time, seek to retire or purchase our outstanding debt or equity securities through open-market cash purchases, privately negotiated transactions or otherwise depending on available liquidity, prices, market conditions and other factors. 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. Financing the purchase price of any such acquisitions could involve borrowing under existing or new credit facilities and/or issuing debt or equity securities, in addition to using cash on hand.
We expect our capital expenditures to be between $300 million to $350 million in 2026, lower than the $589.8 million of capital expenditures in 2025, in part due to the absence of capital expenditures associated with the Refining Solutions business divested on March 2, 2026. The forecasted capital expenditures in 2026 reflects the timing of capital expenditure spend as well as a lower level of general maintenance and sustaining spending, while continuing safety and critical maintenance expenditures.
We are focused on preserving our world-class resource advantages, optimizing our global conversion network, improving our cost competitiveness and efficiency, reducing capital intensity and enhancing our financial flexibility. We achieved our
initial $400 million per year cost and productivity improvement target resulting from the comprehensive review of our cost and operating structure announced in 2024 and we continue to focus on our cost and operating structure going forward.
In February 2026, we announced the decision to put Kemerton Train 1 into care and maintenance, which is expected to result in estimated additional charges in the range of $60 million to $80 million, primarily related to decommissioning costs during the remainder of 2026 and 2027, when the actions are expected to be completed.
We are party to master receivables purchase agreements, under which we may sell available and eligible outstanding customer accounts receivable generated by sales to certain customers of up to approximately $250 million at any one time. These agreements are uncommitted and can be terminated by us or the purchaser with certain notice as defined in the contract. Transactions under these agreements are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheets at the time of the sales transaction. During the three-month and nine-month periods ended September 30, 2026, the Company sold and removed approximately $209.6 million and $726.8 million, respectively, of accounts receivable under these master receivables purchase agreements. The Company incurred approximately $1.3 million and $4.8 million, respectively, of fees associated with the master receivables purchase agreements during the three-month and nine-month periods ended September 30, 2026. Costs associated with the sales of receivables are reflected in the consolidated statements of income (loss) for the periods in which the sales occur.
To support certain construction projects at, and the restart of, the Kings Mountain mine, we previously announced a nearly $150 million grant from the U.S. Department of Energy and a $90 million critical materials award from the U.S. Department of Defense. Since inception, the Company has received $30.1 million of these funds.
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, continuing inflationary trends and reduced capital availability. We have experienced, and may continue to experience, volatility and increases in the price of certain raw materials and in transportation and energy costs as a result of geopolitical conflict, global market and supply chain disruptions and the broader inflationary environment. As a result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.
Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in their credit standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with them, not renew their extensions of credit or not provide new financing to us. While the global corporate bond and bank loan markets remain strong, periods of elevated uncertainty related to the stability of the banking system, future pandemics or 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. If the U.S. Federal Reserve or similar national reserve banks in other countries tighten the monetary supply, 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 we believe we have, and will be able to maintain, a solid liquidity position. Following the early redemption of debt in March 2026, we have no additional significant long-term debt maturities before the fourth quarter of 2028.
We had cash and cash equivalents totaling $1.8 billion at September 30, 2026, of which $1.4 billion 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. 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 nine months of 2026, we repatriated $112.7 million of cash as part of these foreign earnings cash repatriation activities. There were no cash repatriations during the first nine months of 2025.
Guarantor Financial Information
Albemarle Wodgina Pty Ltd Issued Notes
Albemarle Wodgina Pty Ltd (the "Issuer"), a wholly-owned subsidiary of Albemarle Corporation, issued $300.0 million aggregate principal amount of 3.45% Senior Notes due 2029 (the "3.45% Senior Notes") in November 2019. The 3.45% Senior Notes are fully and unconditionally guaranteed (the "Guarantee") on a senior unsecured basis by Albemarle Corporation (the
"Parent Guarantor"). No direct or indirect subsidiaries of the Parent Guarantor guarantee the 3.45% Senior Notes (such subsidiaries are referred to as the "Non-Guarantors").
The 3.45% Senior Notes are the Issuer's senior unsecured obligations and rank equally in right of payment to the senior indebtedness of the Issuer, effectively subordinated to all of the secured indebtedness of the Issuer, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities of its subsidiaries. The Guarantee is the senior unsecured obligation of the Parent Guarantor and ranks equally in right of payment to the senior indebtedness of the Parent Guarantor, effectively subordinated to the secured debt of the Parent Guarantor to the extent of the value of the assets securing the indebtedness and structurally subordinated to all indebtedness and other liabilities of its subsidiaries.
For cash management purposes, the Parent Guarantor transfers cash among itself, the Issuer and the Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Issuer and/or the Parent Guarantor's outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Issuer or the Parent Guarantor to obtain funds from subsidiaries by dividend or loan.
The following tables present summarized financial information for the Parent Guarantor and the Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Parent Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2025.
Summarized Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
Nine Months Ended
September 30, 2026
|
|
Year Ended December 31, 2025
|
|
Net sales(a)
|
$
|
1,044,790
|
|
|
$
|
741,274
|
|
|
Gross profit
|
596,376
|
|
|
238,415
|
|
|
Loss before income taxes and equity in net income of unconsolidated investments(b)
|
(21,786)
|
|
|
(315,779)
|
|
|
Net loss attributable to the Parent Guarantor and the Issuer
|
(45,568)
|
|
|
(324,323)
|
|
(a) Includes net sales to Non-Guarantors of $688.3 million and $419.2 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
(b) Includes intergroup expenses to Non-Guarantors of $16.9 million and $5.6 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
Summarized Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
September 30, 2026
|
|
December 31, 2025
|
|
Current assets(a)
|
$
|
2,740,611
|
|
|
$
|
2,477,653
|
|
|
Net property, plant and equipment
|
1,960,471
|
|
|
1,917,878
|
|
|
Other noncurrent assets(b)
|
1,319,015
|
|
|
1,555,670
|
|
|
|
|
|
|
|
Current liabilities(c)
|
$
|
4,789,841
|
|
|
$
|
4,322,260
|
|
|
Long-term debt
|
962,065
|
|
|
2,254,535
|
|
|
Other noncurrent liabilities(d)
|
5,252,523
|
|
|
5,227,721
|
|
(a) Includes receivables from Non-Guarantors of $2.0 billion and $1.8 billion at September 30, 2026 and December 31, 2025, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $883.5 million and $1.2 billion at September 30, 2026 and December 31, 2025, respectively.
(c) Includes current payables to Non-Guarantors of $4.4 billion and $4.0 billion at September 30, 2026 and December 31, 2025, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $4.9 billion and $4.9 billion at September 30, 2026 and December 31, 2025, respectively.
The 3.45% Senior Notes are structurally subordinated to the indebtedness and other liabilities of the Non-Guarantors. The Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the 3.45% Senior Notes or the Indenture under which the 3.45% Senior Notes were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Parent Guarantor has to receive any assets of any of the Non-Guarantors upon the liquidation or reorganization of any Non-Guarantor, and the consequent rights of holders of the 3.45% Senior Notes to realize proceeds from the sale of any of a Non-Guarantor's assets, would be effectively subordinated to the claims of such Non-Guarantor's creditors, including trade creditors and holders of preferred equity interests, if any, of such Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantors, the Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Parent Guarantor.
The 3.45% Senior Notes are obligations of the Issuer. The Issuer's cash flow and ability to make payments on the 3.45% Senior Notes could be dependent upon the earnings it derives from the production from our 50%-owned unincorporated joint venture, MARBL Lithium Joint Venture ("MARBL") for Wodgina. Absent income received from sales of its share of production from MARBL, the Issuer's ability to service the 3.45% Senior Notes could be dependent upon the earnings of the Parent Guarantor's subsidiaries and other joint ventures and the payment of those earnings to the Issuer in the form of equity, loans or advances and through repayment of loans or advances from the Issuer.
The Issuer's obligations in respect of MARBL are guaranteed by the Parent Guarantor. Further, under MARBL pursuant to a deed of cross security between the Issuer, the joint venture partner and the manager of the project (the "Manager"), each of the Issuer, and the joint venture partner have granted security to each other and the Manager for the obligations each of the Issuer and the joint venture partner have to each other and to the Manager. The claims of the joint venture partner, the Manager and other secured creditors of the Issuer will have priority as to the assets of the Issuer over the claims of holders of the 3.45% Senior Notes.
Albemarle Corporation Issued Notes
In March 2021, Albemarle New Holding GmbH (the "Subsidiary Guarantor"), a wholly-owned subsidiary of Albemarle Corporation, added a full and unconditional guarantee (the "Upstream Guarantee") to all debt securities of Albemarle Corporation (the "Parent Issuer") issued and outstanding as of such date and, subject to the terms of the applicable amendment or supplement, securities issuable by the Parent Issuer pursuant to the Indenture, dated as of January 20, 2005, as amended and supplemented from time to time (the "Indenture"). No other direct or indirect subsidiaries of the Parent Issuer guarantee these securities (such subsidiaries are referred to as the "Upstream Non-Guarantors"). See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the debt securities issued by the Parent Issuer.
The current securities outstanding under the Indenture are the Parent Issuer's unsecured and unsubordinated obligations and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Parent Issuer. All securities currently outstanding under the Indenture are effectively subordinated to the Parent Issuer's existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. With respect to any series of securities issued under the Indenture that is subject to the Upstream Guarantee (which series of securities does not include the 5.05% Senior notes due 2032 or the 5.65% Senior notes due 2052 (collectively, the "2022 Notes")), the Upstream Guarantee is, and will be, an unsecured and unsubordinated obligation of the Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Subsidiary Guarantor. All securities currently outstanding under the Indenture (other than the 2022 Notes) are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent's Subsidiaries other than the Subsidiary Guarantor. The 2022 Notes are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent's Subsidiaries, including the Subsidiary Guarantor.
For cash management purposes, the Parent Issuer transfers cash among itself, the Subsidiary Guarantor and the Upstream Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Parent Issuer and/or the Subsidiary Guarantor's outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Parent Issuer or the Subsidiary Guarantor to obtain funds from subsidiaries by dividend or loan.
The following tables present summarized financial information for the Subsidiary Guarantor and the Parent Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Issuer and the Subsidiary Guarantor and (ii) equity in earnings from and investments in any subsidiary that is an Upstream Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Summarized Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
Nine Months Ended
September 30, 2026
|
|
Year Ended December 31, 2025
|
|
Net sales(a)
|
$
|
532,343
|
|
|
$
|
521,976
|
|
|
Gross profit
|
325,971
|
|
|
296,868
|
|
|
Loss before income taxes and equity in net income of unconsolidated investments(b)
|
(256,530)
|
|
|
(237,553)
|
|
|
Loss attributable to the Subsidiary Guarantor and the Parent Issuer
|
(289,505)
|
|
|
(254,488)
|
|
(a) Includes net sales to Non-Guarantors of $175.8 million and $199.9 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
(b) Includes intergroup income to Non-Guarantors of $16.6 million and $5.0 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
Summarized Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
September 30, 2026
|
|
December 31, 2025
|
|
Current assets(a)
|
$
|
2,494,002
|
|
|
$
|
2,520,047
|
|
|
Net property, plant and equipment
|
884,556
|
|
|
790,786
|
|
|
Other non-current assets(b)
|
412,023
|
|
|
667,148
|
|
|
|
|
|
|
|
Current liabilities(c)
|
$
|
4,701,583
|
|
|
$
|
4,284,798
|
|
|
Long-term debt
|
1,373,572
|
|
|
2,621,531
|
|
|
Other noncurrent liabilities(d)
|
5,265,265
|
|
|
5,247,889
|
|
(a) Includes receivables from Non-Guarantors of $1.9 billion and $1.9 billion at September 30, 2026 and December 31, 2025, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $4.3 million and $278.3 million at September 30, 2026 and December 31, 2025, respectively.
(c) Includes current payables to Non-Guarantors of $4.4 billion and $4.0 billion at September 30, 2026 and December 31, 2025, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $4.9 billion and $4.9 billion at September 30, 2026 and December 31, 2025, respectively.
These securities are structurally subordinated to the indebtedness and other liabilities of the Upstream Non-Guarantors. The Upstream Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to these securities or the Indenture under which these securities were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Subsidiary Guarantor has to receive any assets of any of the Upstream Non-Guarantors upon the liquidation or reorganization of any Upstream Non-Guarantors, and the consequent rights of holders of these securities to realize proceeds from the sale of any of an Upstream Non-Guarantor's assets, would be effectively subordinated to the claims of such Upstream Non-Guarantor's creditors, including trade creditors and holders of preferred equity interests, if any, of such Upstream Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Upstream Non-Guarantors, the Upstream Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Subsidiary Guarantor.
Forward-looking Statements
Some of the information presented in this Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, 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 "ambition," "anticipate," "believe," "could," "estimate," "expect," "goal," "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.
Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include those disclosed under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K, as well as, without limitation, information related to: changes in economic and business conditions; product development; 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; fluctuations in lithium market pricing, which could impact our revenues and profitability particularly due to our increased exposure to index-referenced and variable-priced contracts for battery grade lithium sales; changes with respect to contract renegotiations; potential production volume shortfalls; 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; our rights to use water and our usage of water, particularly with respect to our early warning plan at our facilities in Chile; technological change and development; changes in our markets in general; fluctuations in foreign currencies; changes in trade policies and tariffs; political instability affecting our manufacturing operations or joint ventures; changes in accounting standards; the inability to achieve results from our global manufacturing cost reduction initiative 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 or interpretation; 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; the ability to apply for and obtain government funding to support new operations; volatility and uncertainties in the debt and equity markets; decisions we may make in the future; expected benefits and expenses related to our ongoing and any future operating structure and asset optimization activities; timing of active and proposed restructuring and cost optimization projects; impacts of the situations in the Middle East, the tensions between China and Taiwan and the military conflict between Russia and Ukraine, and the related global responses; performance of our partners in joint ventures and other projects; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission ("SEC").
These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to provide any 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.
Summary of Critical Accounting Policies and Estimates
There have been no 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, 2025.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, see Item 1 Financial Statements - Note 20, "Recently Issued Accounting Pronouncements" to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.