Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-K

 

 

 

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 001-12658

 

 

ALBEMARLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

VIRGINIA   54-1692118

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

451 Florida Street

Baton Rouge, Louisiana 70801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 225-388-8011

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

COMMON STOCK, $.01 Par Value   NEW YORK STOCK EXCHANGE

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    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  ¨    No  x

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.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares of common stock outstanding as of February 20, 2009: 91,377,788

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $3.5 billion based on the reported last sale price of common stock on June 30, 2008, the last business day of the registrant’s most recently completed second quarter. In determining this figure, an aggregate of approximately 4.3 million shares of Common Stock treated as beneficially owned by William M. Gottwald and members of his immediate family have been excluded and treated as shares held by affiliates.

Documents Incorporated by Reference

Portions of Albemarle Corporation’s definitive Proxy Statement for its 2009 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Parts II and III of this Form 10-K.

 

 

 


Table of Contents

Albemarle Corporation and Subsidiaries

 

 

Index to Form 10-K

Year Ended December 31, 2008

 

          Page
   PART 1   
Item 1.    Business    3
Item 1A.    Risk Factors    10
Item 1B.    Unresolved Staff Comments    17
Item 2.    Properties    17
Item 3.    Legal Proceedings    19
Item 4.    Submission of Matters to a Vote of Security Holders    19
   Executive Officers of the Registrant    19
   PART II   
Item 5.    Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    21
Item 6.    Selected Financial Data    22
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    22
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk    42
Item 8.    Financial Statements and Supplementary Data    44
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    91
Item 9A.    Controls and Procedures    91
Item 9B.    Other Information    91
   PART III   
Item 10.    Directors, Executive Officers and Corporate Governance    91
Item 11.    Executive Compensation    92
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    92
Item 13.    Certain Relationships and Related Transactions, and Director Independence    92
Item 14.    Principal Accountant Fees and Services    92
   PART IV   
Item 15.    Exhibits and Financial Statement Schedules    92
   Signatures    96

 

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PART I

 

Item 1. Business.

Albemarle Corporation was incorporated in Virginia in 1993. Our principal executive offices are located at 451 Florida Street, Baton Rouge, Louisiana 70801. Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle Corporation and our consolidated subsidiaries.

We are a leading global developer, manufacturer and marketer of highly engineered specialty chemicals. Our products and services enhance the value of our customers’ end-products by improving performance, providing essential product attributes, lowering cost and simplifying processing. We sell a highly diversified mix of products to a wide range of customers, including manufacturers of consumer electronics, building and construction materials, automotive parts, packaging, pharmaceuticals and agrichemicals, and petroleum refiners. We believe that our commercial and geographic diversity, technical expertise, flexible, low-cost global manufacturing base, and experienced management team enable us to maintain leading market positions in those areas of the specialty chemicals industry in which we operate.

We and our joint ventures currently operate 45 facilities, including production, research and development facilities, and administrative and sales offices in North and South America, Europe, and Asia. We serve approximately 3,000 customers in over 100 countries. For information regarding our joint ventures see Note 8, “Investments” to our consolidated financial statements included in Item 8 beginning on page 44.

Business Segments

Our operations are managed and reported as three operating segments: Polymer Additives, Catalysts and Fine Chemicals.

For financial information regarding our operating segments, including revenues generated for each of the last three fiscal years from each of the product categories included in our operating segments, and geographic areas, see Note 23, “Operating Segments and Geographic Area Information” to our consolidated financial statements included in Item 8 beginning on page 44.

Polymer Additives

Our Polymer Additives segment consists of two product categories: flame retardants and stabilizers and curatives.

Flame Retardants. Our flame retardants help materials in a wide variety of finished products meet fire-safety requirements. Some of the products that benefit from our flame retardants include plastic enclosures for consumer electronics, printed circuit boards, wire and cable, electrical connectors, textiles, foam insulation, and foam seating in furniture and automobiles. We compete in all of the major flame retardant markets: brominated, mineral and phosphorus. Our brominated flame retardants include products such as Saytex® and Pyro-Chek®; our mineral-based flame retardants include products such as Martinal® and Magnifin®; and our phosphorus-based flame retardants include products such as Antiblaze® and Ncendx®. Our strategy is to have a broad range of chemistries applicable to each major flame retardant application.

Stabilizers and Curatives. We produce plastic and other additives, such as curatives, antioxidants and stabilizers, which are often specially developed and formulated for a customer’s specific manufacturing requirements. Our additives products include curatives for polyurethane, polyurea, and epoxy system polymerization. This business also produces antioxidants and stabilizers to improve the performance integrity of thermoplastic resins.

Our Ethacure® curatives are used in cast elastomers, coatings, reaction injection molding (RIM) and specialty adhesives that are incorporated into products such as wheels, tires and rollers. Our line of Ethanox® antioxidants is used by manufacturers of polyolefins to maintain physical properties during the manufacturing process, including the color of the final product. These antioxidants are found in applications such as slit film, wire and cable, food packaging and pipes.

We also produce antioxidants used in fuels and lubricants. Our line of Ethanox® fuel and lubricant antioxidants are used by refiners and fuel marketers to extend fuel storage life and protect fuel systems, and by oil marketers and lubricant manufacturers to extend the useful life of lubricating oils, fluids and greases used in engines and various types of machinery.

Our joint venture, Stannica LLC, produces organic and inorganic tin intermediates used as a key raw material in the production of tin based PVC heat stabilizers. Tin stabilizers are used in the processing of rigid (pipe, window profiles, siding, fencing) and some flexible (packaging) PVC applications. PVC heat stabilizers help prevent the thermal degradation of PVC resins during periods of elevated temperature exposure, such as during processing, and help extend the useful life of finished products.

 

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Customers

Our Polymer Additives segment offers more than 70 products to a variety of end-markets. We sell our products mostly to chemical manufacturers and processors, such as polymer resin suppliers, lubricant manufacturers, refiners and other specialty chemical companies.

Sales of polymer additives in Asia are expected to grow long-term due to the underlying growth in consumer demand and the shift of the production of consumer electronics from the United States, or U.S., and Europe to Asia. In response to this development, we have established a sales and marketing network in China, Japan, Korea and Singapore with products sourced from the U.S., Europe and the Middle East. In addition, we have completed the purchase of 100% ownership in two previous joint venture manufacturing sites in China, Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited and began flame retardant production at our Nanjing site.

A number of customers of our Polymer Additives segment manufacture products for cyclical industries, including the consumer electronics, building and construction, and automotive industries. As a result, demand from our customers in such industries is also cyclical and is currently below historical levels with timing of recovery uncertain.

Competition

Our Polymer Additives segment serves the following markets: the U.S., Asia, Europe and the Middle East, each of which is highly competitive. Product performance and quality, price competition and contract terms are the primary factors in determining which qualified supplier is awarded a contract. Research and development, product and process improvements, specialized customer services, the ability to attract and retain skilled personnel, and maintenance of a good safety record have also been important factors to compete effectively in the Polymer Additives marketplace.

Competition also arises from the substitution of different polymers and resin systems in end-products in an effort to reduce costs or change product qualities. For flame retardants, competition can be introduced from alternative chemistries, which has caused us to expand our product portfolio to include bromine, phosphorus and mineral chemistries that are common in over 80% of end uses today. For other additives, competition is introduced by low-cost antioxidant suppliers. We have begun to offer our basic products from lower cost manufacturing sites.

We are a market leader in the brominated flame retardant business and our most significant competitors are Chemtura Corporation and Israel Chemicals Ltd. Industrial Products division, or Israel Chemicals. We are also a market leader in the phosphorus-based flame retardant business and in the mineral-based flame retardants business. Our most significant competitors in the phosphorus-based flame retardant business are Israel Chemicals, Jiangsu Yoke Technology Co., Ltd. and Zhejiang Wansheng Chemical Co., Ltd. Almatis, Kyowa Chemical Industry Co., Ltd. and Nabaltec GmbH are our most significant competitors in the mineral-based flame retardants business. We are a market leader in the plastic additives business and our most significant competitors are Ciba Holding AG, Chemtura Corporation and Songwon Industrial Co., Ltd.

Raw Materials and Significant Supply Contracts

The major raw materials we use in our Polymer Additives operations are bromine, bisphenol-A, phenol, benzene, caustic soda, phosphorus oxychloride, aluminum trihydrate, polystyrene, isobutylene, and phosphorous derivatives, most of which are readily available from numerous independent suppliers and are purchased under contracts at prices we believe are competitive. The cost of raw materials is generally based on market prices although we may use contracts with price caps or other tools, as appropriate, to mitigate price volatility. Many of our customers operate under long-term supply contracts that provide for either the pass-through of raw material and energy cost changes, or pricing based on short-term “tenders” in which changing market conditions are quickly reflected in the pricing of the finished product.

The bromine we use in our Polymer Additives segment comes from two locations: Arkansas and the Dead Sea. Our brine reserves in Arkansas are supported by an active brine rights leasing program. We believe that we have in excess of 50 years of proven bromine reserves in Arkansas. In addition, through our 50% interest in Jordan Bromine Company Limited, or JBC, a consolidated joint venture with operations in Safi, Jordan, we produce bromine from the Dead Sea, which has virtually inexhaustible reserves.

We entered into a range of phosphorus derivative supply agreements with Rhodia S.A. as part of the acquisition of the Rhodia polyurethane flame retardants business.

Catalysts

Our Catalysts segment includes refinery catalysts and polyolefin catalysts product categories.

 

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Refinery Catalysts. Our two main refinery catalysts product lines are hydroprocessing, or HPC, catalysts and fluidized catalytic cracking, or FCC, catalysts and additives.

HPC catalysts are primarily used to reduce the quantity of sulfur and other impurities in petroleum products as well as to convert heavy feedstock into lighter, more valuable products. FCC catalysts assist in the cracking of petroleum streams into derivative, higher-value products such as fuels and petrochemical feedstock. Our FCC additives are used to remove sulfur in gasoline and to reduce emissions of sulfur dioxide and nitrogen oxide in FCC units, to increase liquefied petroleum gas olefins yield and to boost octane in gasoline. We offer more than 90 different HPC catalysts products and more than 70 different FCC catalysts and additives products to our customers.

Polyolefin Catalysts. We manufacture aluminum- and magnesium-alkyls, which are used as co-catalysts in the production of polyolefins, elastomers, alpha olefins, such as hexene, octene and decene, and organotin heat stabilizers and in the preparation of organic intermediates. We also produce metallocene/single-site catalysts, which aid in the development and production of new polymers that increase impact strength, clarity and melt characteristics of plastic films. We are continuing to build on our organometallics base and to expand the portfolio of products and capabilities we offer our customers.

Customers

Our Catalysts segment customers include multinational corporations such as ExxonMobil Corporation, Royal Dutch Petroleum Company and Chevron Corporation; independent petroleum refining companies such as Valero Energy Corporation and Tesoro Petroleum Corporation; and national petroleum refining companies such as Saudi Aramco Mobil Refinery Company Ltd., Petróleo Brasileiro S.A. and Petróleos Mexicanos.

We estimate that there are currently approximately 450 FCC units being operated globally, each of which requires a constant supply of FCC catalysts. In addition, we estimate that there are approximately 2,000 HPC units being operated globally, each of which typically requires replacement HPC catalysts once every one to three years.

Competition

Our Catalysts segment serves the following markets: the U.S., Latin America, Asia, Europe and the Middle East, each of which is highly competitive. Product performance and quality, price competition and contract terms are the primary factors in determining which qualified supplier is awarded a contract. Research and development, product and process improvements, specialized customer services, the ability to attract and retain skilled personnel, and the maintenance of a good safety record have also been important factors to compete effectively in the Catalysts marketplace. Through our research and development, we strive to differentiate our business by developing value-added products and products based on proprietary technologies.

In our Catalysts segment, we are a market leader in the HPC and FCC catalysts markets and our major competitors in the HPC catalysts market are Criterion Catalysts and Technologies and W.R. Grace & Co./Advanced Refining Technologies. Our major competitors in the FCC catalysts market are W.R. Grace & Co. and BASF Corporation. Some of the major catalysts competitors have alliances with global major refiners to facilitate new product development and introduction. Our major competitors in the polyolefin market include Akzo Nobel N.V., Chemtura Corporation, Tosoh Corporation, and W.R. Grace & Co.

Raw Materials

The major raw materials we use in our Catalysts operations include aluminum, ethylene, alpha olefins, sodium silicate, sodium aluminate, kaolin, molybdenum, nickel and cobalt, most of which are readily available from numerous independent suppliers and are purchased or provided under contracts at prices we believe are competitive. The cost of raw materials is generally based on market prices although we may use contracts with price caps or other tools, as appropriate, to mitigate price volatility. Certain critical raw materials may nevertheless be subject to significant volatility despite our mitigating efforts. For example, molybdenum prices increased more than four-fold in 2004 to an average of $16.66/lb and increased to $32.20/lb in 2005. This was followed by a decrease to $24.95/lb in 2006, then an increase to $30.30/lb in 2007. In 2008, these prices averaged $29.30/lb but we saw a significant decline in the fourth quarter to end the year at $9.85/lb. Our profitability may be affected if we are unable to recover significant raw material costs from our customers.

Fine Chemicals

Our Fine Chemicals segment consists of two categories: performance chemicals and fine chemistry services and intermediates.

Performance Chemicals. Performance chemicals include products such as elemental bromine, alkyl bromides, inorganic bromides and a number of bromine fine chemicals. Our products are used in chemical synthesis, oil and gas well drilling and completion fluids, mercury control, paper manufacturing, water purification, glass manufacturing, photography and various other industrial applications. Other performance chemicals that we produce include tertiary amines for surfactants, biocides, disinfectants

 

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and sanitizers; potassium and chlorine-based products used in industrial applications; alkenyl succinic anhydride used in paper-sizing formulations; and aluminum oxides used in a wide variety of refractory, ceramic and polishing applications. We sell these products to customers throughout the world for use in personal care products, automotive insulation, foundry bricks and other industrial products.

Fine Chemistry Services and Intermediates. In addition to supplying the specific fine chemical products and performance chemicals for the pharmaceutical and agricultural uses described below, our fine chemistry services business offers custom manufacturing, research and chemical scale-up services for companies. We believe that these services position us to support customers in developing their new products, such as new drugs.

Our most significant pharmaceutical bulk active is ibuprofen. Ibuprofen is widely used to provide temporary pain relief and fever reduction. Bulk ibuprofen is formulated by pharmaceutical companies that sell in both the prescription and over-the-counter markets. This product competes against other painkillers, including aspirin and acetaminophen. We are one of the largest global producers of ibuprofen. We also produce a range of intermediates used in the manufacture of a variety of over-the-counter and prescription drugs.

Our agrichemicals are sold to agrichemical manufacturers and distributors that produce and distribute finished agricultural herbicides, insecticides, fungicides and soil fumigants. Our products include orthoalkylated anilines used in the acetanilide family of pre-emergent herbicides used with corn, soybeans and other crops and methyl bromide, which is used as a soil fumigant. We also manufacture and supply a variety of custom chemical intermediates for the agricultural industry.

In recent years, the market for methyl bromide has changed significantly, driven by the Montreal Protocol of 1990 and related regulation prompted by findings regarding the chemical’s potential to deplete the ozone layer. Methyl bromide is injected into the soil by end users before planting to eliminate bacteria, nematodes, fungus and weeds. Methyl bromide is used on high-value crops, such as strawberries, tomatoes, melons and peppers.

We will continue to sell methyl bromide in our current markets throughout 2009, as current regulations allow, with reduced critical-use allowances compared to 2008. In accordance with the Montreal Protocol and the U.S. Clean Air Act, completion of the phase-out of methyl bromide as a fumigant in the U.S., Western Europe and Japan took effect in 2005. Methyl bromide, however, can continue to be used for “critical uses” where there are no other alternatives. Growers submit applications on a yearly basis detailing the amount of methyl bromide they will need for critical uses. Once approved by the U.S. Environmental Protection Agency, or EPA, the U.S. submits the application for approval by the parties to the Montreal Protocol. The critical use process is done annually and will continue until feasible alternatives are available. Certain other markets for methyl bromide, including quarantine and pre-shipment and chemical intermediate uses, are not restricted by the Montreal Protocol.

Customers

The Fine Chemicals segment manufactures more than 100 products, which are used in a variety of end-markets. Sales of products and services are mostly to chemical manufacturers and processors, including pharmaceutical, agricultural, drilling and oil services, water treatment and photographic companies, and to other specialty chemical companies.

Pricing for many of our fine chemicals is based upon negotiation with customers. The critical factors that affect prices are the level of technology differentiation we provide, the maturity of the product and the level of assistance required to bring a new product through a customer’s developmental process.

Competition

Our Fine Chemicals segment serves the following markets: the Americas, Asia, Europe, and the Middle East, each of which is highly competitive. Product performance and quality, price competition and contract terms are the primary factors in determining which qualified supplier is awarded a contract. Research and development, product and process improvements, specialized customer services, the ability to attract and retain skilled personnel, and the maintenance of a good safety record have also been important factors to compete effectively in the Fine Chemicals marketplace.

We are a market leader in the bromine-based products groups and primarily compete with two other integrated global bromine producers, Chemtura Corporation and Israel Chemicals. We are a leading producer of pharmaceutical bulk actives (i.e. ibuprofen and propofol) and we primarily compete with a few major Western competitors, such as BASF Corporation, Clariant Ltd. and Cilag AG; however, there is increasing competition from Asian and Indian sources. We are seeking to differentiate ourselves from our competitors by developing new, high quality innovative products, offering cost reductions and enhancing the services that we offer.

 

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Raw Materials

The major raw materials we use in our Fine Chemicals operations include potassium chloride, chlorine, ammonia, aluminum chloride, alpha olefins, methyl amines and propylene, most of which are readily available from numerous independent suppliers.

The bromine that we use in our Fine Chemicals segment comes from two locations: Arkansas and the Dead Sea. Our brine reserves in Arkansas are supported by an active brine rights leasing program. We believe that we have in excess of 50 years of proven bromine reserves in Arkansas. In addition, through our 50% interest in JBC, a consolidated joint venture with operations in Safi, Jordan, we produce bromine from the Dead Sea, which has virtually inexhaustible reserves.

Sales, Marketing and Distribution

We have an international strategic account program that uses cross-functional teams to serve large global customers. This program emphasizes creative strategies to improve and strengthen strategic customer relationships with emphasis on creating value for customers and promoting post-sale service. We also use more than 50 selected distributors, commissioned sales representatives and specialists in specific market areas, some of which are subsidiaries of large chemical companies.

Research and Development

We believe that in order to generate revenue growth, maintain our margins, and remain competitive, we must continually invest in research and development, product and process improvements and specialized customer services. Through research and development, we continue to seek increased margins by introducing value-added products and proprietary processes and innovative green chemistry technologies. Our green chemistry efforts focus on the development of safe products that benefit society and are gentler to the environment. Among our green chemistry objectives are elimination of waste, efficient use of raw materials and energy, avoidance of toxic reagents and solvents, and implementation of safe, environmentally friendly manufacturing processes. Green chemistry is encouraged with our researchers through periodic focus group discussions and special rewards and recognition for outstanding new green developments.

Our research and development efforts support each of our business segments. The focus of research in Polymer Additives is divided among new and improved flame retardants, plastic and other additives and blends, and curing agents. Flame retardant research is focused primarily on developing new flame retardants which not only meet the higher performance requirements required by today’s polymer producers, formulators, and original equipment manufacturers, but which also have superior toxicological and environmental profiles. Plastic and other additives research is focused primarily on developing improved capabilities to deliver commodity and value-added plastic and other additive blends to the polymer market. Curatives research is focused primarily on improving and extending our line of curing agents and formulations.

Catalysts research is focused on the needs of our refinery catalysts customers, our polyolefin catalysts customers, and the developing markets for advanced biofuels. Refinery catalysts research is focused primarily on the development of more effective catalysts and related additives to produce clean fuels and to maximize the production of the highest value refined products. In the polyolefin area, we are focused primarily on developing catalysts, co-catalysts and finished catalysts systems to polymer producers to meet the market’s demand for improved polyolefin polymers and elastomers. For biofuel production, we work closely with customers developing sustainable and efficient liquid fuels from renewable resources, including the supply of catalysts for the production of high-performance biodiesel.

The primary focus of our Fine Chemicals research program is the development of efficient processes for the manufacture of chemical intermediates and actives for the pharmaceutical and agrichemical industries. Another area of research is the development of biocides for industrial and recreational water treatment and other applications, especially products based on bromine chemistry.

In accordance with Financial Accounting Standards Board, or FASB, Statement of Financial Accounting Standards, or SFAS, No. 2, “Accounting for Research and Development Costs,” we have recognized research and development expenses of $67.3 million, $62.7 million and $46.3 million in 2008, 2007 and 2006, respectively.

Intellectual Property

Our intellectual property, including our patents, licenses and trade names, is an important component of our business. As of December 31, 2008, we owned approximately 1,660 active U.S. and foreign patents and had over 2,000 pending U.S. and foreign patent applications. In connection with our July 2004 acquisition of the Akzo Nobel refinery catalysts business, we obtained 50% interests in three joint ventures, each of which has its own intellectual property portfolio. In addition, we have acquired rights under the patents and inventions of others through licenses and license our patents and inventions to third parties.

 

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Regulation

Our business is subject to a broad array of employee health and safety laws and regulations, including those under the Occupational Safety and Health Act. We also are subject to similar state laws and regulations, and foreign laws and regulations for our non-U.S. operations. We devote significant resources and have developed and implemented comprehensive programs to promote the health and safety of our employees. We maintain an active health, safety and environmental program. We finished 2008 with an occupational injury and illness rate of 0.48.

Our business and our customers also may be subject to significant new requirements under the European Commission’s Proposal for the Registration, Evaluation and Authorization of Chemicals, or REACH. REACH imposes obligations on European Union manufacturers and importers of chemicals and other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Additionally, substances of high concern - such as Carcinogenic, Mutagenic and Reprotoxic, or CMRs; Persistent, Bioaccumulative and Toxic, or PBTs; very Persistent, very Bioaccumulative, or vPvB; and endocrine disruptors will be subject to an authorization process. Authorization may result in restrictions in the use of products by application or even banning the product. In 2008, one Albemarle product was nominated by European regulators as a candidate for authorization, Hexabromocyclododecane, or HBCD.

The REACH regulations impose significant additional burdens on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. Our significant manufacturing presence and sales activities in the European Union will require us to incur significant additional compliance costs, including the hiring of additional employees to coordinate the additional reporting requirements, and may result in increases in the costs of raw materials we purchase and the products we sell. Increases in the costs of our products could result in a decrease in their overall demand; additionally, customers may seek products that are not regulated by REACH, which could also result in a decrease in their demand.

Recently, there has been increased scrutiny by regulatory authorities, legislative bodies and environmental interest groups in various countries in the world of certain brominated flame retardants. We manufacture a broad range of brominated flame retardant products, which are used in a variety of applications. Concern about the impact of some of our products on human health or the environment may lead to regulation, or reaction in our markets independent of regulation.

Environmental Regulation

We are subject to numerous foreign, federal, state and local environmental laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Ongoing compliance with such laws and regulations is an important consideration for us. Key aspects of our operations are subject to them, and we incur substantial capital and operating costs in our efforts to comply with them.

Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages, or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible party may be held liable for more than its share of the losses involved, or even the entire loss). Such liabilities also may be imposed on many different entities with a relationship to the hazardous substances at issue, including, for example, entities that formerly owned or operated the property affected by the hazardous substances and entities that arranged for the disposal of the hazardous substances at the affected property, as well as entities that currently own or operate such property. We are subject to such laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, in the U.S., and similar foreign and state laws. Our management is actively involved in evaluating environmental matters and, based on information currently available to us, we have concluded that our outstanding environmental liabilities for unresolved waste sites currently known to us should not have a material effect on our operations.

We record accruals for environmental and asset retirement obligation matters in accordance with the guidelines of the AICPA Statement of Position 96-1, “Environmental Remediation Liabilities” and SFAS No. 143 “Accounting for Asset Retirement Obligations,” respectively, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Future developments and increasingly stringent environmental laws and regulations could require us to make additional unforeseen environmental expenditures. We cannot assure you that, as a result of former, current or future operations, there will not be some future impact on us relating to new regulations or additional environmental remediation or restoration liabilities. See “Safety and Environmental Matters” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 40.

Recent Acquisitions and Joint Ventures

Over the last three years, we have devoted resources to acquisitions and joint ventures, including the subsequent integration of acquired businesses. These acquisitions and joint ventures have expanded our base business, provided our customers with a wider array of products and presented new alternatives for discovery through additional chemistries. The following is a summary of our acquisitions and joint ventures during the last three years:

Effective July 31, 2008, we acquired Sorbent Technologies Corporation, a full-service power plant mercury-control provider, for approximately $22.4 million. The preliminary purchase price allocation included amortizable intangible assets of $5.0 million and goodwill of $14.9 million.

 

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On July 31, 2007, we acquired controlling interests in our two antioxidant joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited. Our ownership interests in these Polymer Additives business segment joint ventures increased from 25% to 75%. The acquisition of the additional interests totaled approximately $37.4 million payable in cash due primarily within one year. On June 30, 2008, we acquired the remaining 25% interests of each of these joint ventures. The acquisition of the remaining interests totaled approximately $19.9 million. The preliminary purchase price allocation after purchasing the remaining 25% interests included amortizable intangible assets of approximately $12.4 million and goodwill of approximately $8.1 million. During 2008, we also made payments of approximately $21.6 million associated with the prior July 31, 2007 acquisition of controlling interests in the joint ventures.

On September 30, 2006, we acquired the assets and fine chemistry services and pharmaceuticals business associated with the South Haven, Michigan facility of DSM Pharma Chemicals, Inc., an indirect subsidiary of Royal DSM N.V., for approximately $26.0 million.

Employees

As of December 31, 2008, we had 4,130 employees of whom 2,230, or 54%, are employed in the U.S.; 1,290, or 31%, are employed in Europe; and 610, or 15%, are employed in Asia. Approximately 20% of our U.S. employees are unionized. We have bargaining agreements at three of our U.S. locations:

 

   

Baton Rouge, Louisiana—United Steel Workers (USW);

 

   

Orangeburg, South Carolina—International Brotherhood of Teamsters—Industrial Trades Division; and

 

   

Pasadena, Texas—United Steel Workers (USW); Sheet Metal Workers International Association; United Association of Journeymen & Apprentices of Plumbing and Pipefitting Industry; and International Brotherhood of Electrical Workers.

We believe that we have good working relationships with these unions, and we have operated without a labor work stoppage at each of these locations for more than 10 years. Bargaining agreements expire at our Baton Rouge, Louisiana and Orangeburg, South Carolina locations in 2010 and at our Pasadena, Texas site in 2011.

We have two works councils representing the majority of our European sites—Amsterdam and Amersfoort, the Netherlands; and Bergheim, Germany—covering approximately 1,100 employees. In addition, we have approximately 60 employees at our manufacturing facility in Avonmouth, United Kingdom that are represented by unions through a current collective bargaining agreement. We believe that we have a generally good relationship with these councils and bargaining representatives.

Stock Split

On February 7, 2007, the Company’s Board of Directors approved a two-for-one stock split in the form of a share distribution. The Company distributed approximately 47.8 million shares of common stock on March 1, 2007, to shareholders of record as of February 20, 2007. The par value of the common stock remains $0.01 per share. All share and per share amounts have been retroactively adjusted to reflect this two-for-one stock split.

Available Information

Our internet website address is http://www.albemarle.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as well as reports on Forms 3, 4 and 5 filed pursuant to Section 16 of the Exchange Act, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission, or the SEC. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the SEC.

Our Corporate Governance Guidelines, Code of Conduct and the charters of the Audit, Health Safety and Environmental, Executive Compensation, and Corporate Governance and Social Responsibility Committees are also available on our website and are available in print to any shareholder upon request by writing to Investor Relations, 451 Florida Street, Baton Rouge, Louisiana 70801, or by calling (225) 388-7654.

 

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Item 1A. Risk Factors.

You should consider carefully the following risks when reading the information, including the financial information, contained in this Annual Report on Form 10-K.

Adverse conditions in the global economy and the volatility and disruption of financial markets could negatively impact our customers and suppliers and therefore have a material adverse effect on our results of operations.

The global economic downturn may reduce customer demand or inhibit our ability to produce our products, negatively impacting our operating results. Our business and operating results have been and will continue to be affected by the global recession, including the credit market crisis, declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates, and other challenges currently affecting the global economy. Our customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase products and may not be able to fulfill their obligations in a timely fashion. Further, suppliers may be experiencing similar conditions, which could impact their ability to fulfill their obligations to us. If the global recession continues for significant future periods or deteriorates significantly, our results of operations, financial condition and cash flows could be materially adversely affected.

Volatility and disruption of financial markets could affect access to credit.

The current difficult economic market environment is causing contraction in the availability of credit in the marketplace. This could potentially reduce our sources of liquidity and our customers’ sources of liquidity.

Our inability to pass through increases in costs and expenses for raw materials and energy, on a timely basis or at all, could have a material adverse effect on the margins of our products.

Our raw material and energy costs can be volatile and may increase significantly. Increases are primarily driven by significantly tighter market conditions and major increases in pricing of basic building blocks for our products such as crude oil, chlorine and metals, including molybdenum, which is used in the refinery catalysts business. We generally attempt to pass changes in the prices of raw materials and energy to our customers, but we may be unable to or be delayed in doing so. Our inability to pass through price increases or any limitation or delay in our passing through price increases could adversely affect our margins.

In addition to raising prices, raw material suppliers may extend lead times or limit supplies. Constraints on the supply or delivery of critical raw materials could disrupt production and adversely affect the performance of our business.

We face competition from other specialty chemical companies, which places downward pressure on the prices and margins of our products.

We operate in a highly competitive marketplace, competing against a number of domestic and foreign specialty chemical producers. Competition is based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers and customer service. Some of our competitors are larger than we are and may have greater financial resources. These competitors may also be able to maintain significantly greater operating and financial flexibility than we do. As a result, these competitors may be better able to withstand changes in conditions within our industry, changes in the prices of raw materials and energy and in general economic conditions. Additionally, competitors’ pricing decisions could compel us to decrease our prices, which could affect our margins and profitability adversely. Our ability to maintain or increase our profitability is, and will continue to be, dependent upon our ability to offset decreases in the prices and margins of our products by improving production efficiency and volume, shifting to higher margin chemical products and improving existing products through innovation and research and development. If we are unable to do so or to otherwise maintain our competitive position, we could lose market share to our competitors.

Downturns in our customers’ cyclical industries could adversely affect our sales and profitability.

Downturns in the businesses that use our specialty chemicals will adversely affect our sales. Many of our customers are in industries, including the electronics, building and construction, and automotive industries, that are cyclical in nature and sensitive to changes in general economic conditions. Historically, downturns in general economic conditions have resulted in diminished product demand, excess manufacturing capacity and lower average selling prices, and we may experience similar problems in the future. A decline in economic conditions in our customers’ cyclical industries may have a material adverse effect on our sales and profitability.

Our results are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.

Our HPC catalysts are used by petroleum refiners in their processing units to reduce the quantity of sulfur and other impurities in petroleum products. The effectiveness of HPC catalysts diminishes with use, requiring the HPC catalysts to be replaced, on average, once every one to three years. The sales of our HPC catalysts, therefore, are largely dependent on the useful life cycle of the HPC catalysts in the processing units and may vary materially by quarter. In addition, the timing and profitability of HPC catalysts sales can have a significant impact on revenue and profit in any one quarter. Sales of our agrichemicals are also subject to fluctuation as demand varies depending on climate and other environmental conditions, which may prevent farming for extended periods. In addition, crop pricing and when farms alternate from one crop to another crop in a particular year, can also alter sales of agrichemicals.

 

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Changes in our customers’ products can reduce the demand for our specialty chemicals.

Our customers use our specialty chemicals for a broad range of applications. Changes in our customers’ products or processes may enable our customers to reduce consumption of the specialty chemicals that we produce or make our specialty chemicals unnecessary. Customers may also find alternative materials or processes that no longer require our products. For example, many of our flame retardants are incorporated into resin systems to enhance the flame retardancy of a particular polymer. Should a customer decide to use a different polymer due to price, performance or other considerations, we may not be able to supply a product that meets the customer’s new requirements. Consequently, it is important that we develop new products to replace the sales of products that mature and decline in use. Our business, results of operations, cash flows and margins could be materially adversely affected if we are unable to manage successfully the maturation of our existing products and the introduction of new products.

Our research and development efforts may not succeed and our competitors may develop more effective or successful products.

The specialty chemicals industry is subject to periodic technological change and ongoing product improvements. In order to maintain our margins and remain competitive, we must successfully develop, manufacture and market new or improved products. As a result, we must commit substantial resources each year to research and development. Ongoing investments in research and development for future products could result in higher costs without a proportional increase in revenues. Additionally, for any new product program, there is a risk of technical or market failure in which case we may not be able to develop the new commercial products needed to maintain our competitive position or we may need to commit additional resources to new product development programs. Moreover, new products may have lower margins than the products they replace.

We also expect competition to increase as our competitors develop and introduce new and enhanced products. For example, our Fine Chemicals segment is experiencing increased competition from large-scale producers of pharmachemicals, particularly from Asian sources. In our Catalysts segment, our petroleum refinery customers are processing crude oil feedstocks of declining quality, while at the same time operating under increasingly stringent regulations requiring the gasoline, diesel and other fuels they produce to contain fewer impurities, including sulfur. As a result, our petroleum refining customers are demanding more effective and efficient catalysts products. As new products enter the market, our products may become obsolete or competitors’ products may be marketed more effectively than our products. If we fail to develop new products, maintain or improve our margins with our new products or keep pace with technological developments, our business, financial condition, results of operations and cash flows will suffer.

Our inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Protection of our proprietary processes, methods and compounds and other technology is important to our business. We generally rely on patent, trade secret, trademark and copyright laws of the U.S. and certain other countries in which our products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights. The patent, trade secret, trademark and copyright laws of some countries may not protect our intellectual property rights to the same extent as the laws of the U.S. Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies. Additionally, some of our technologies are not covered by any patent or patent application and, even if a patent application has been filed, it may not result in an issued patent. If patents are issued to us, those patents may not provide meaningful protection against competitors or against competitive technologies. We cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

We could face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to change our processes, to redesign our products partially or completely, to pay to use the technology of others or to stop using certain technologies or producing the infringing product entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products.

We also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise.

 

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Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations.

We conduct a substantial portion of our business outside of the United States. We and our joint ventures currently have approximately 30 facilities located outside the United States, including facilities and offices located in Austria, Australia, Belgium, Brazil, France, Germany, Italy, Japan, Jordan, Korea, the Netherlands, the People’s Republic of China, Russia, Saudi Arabia, Singapore, United Arab Emirates and the United Kingdom. We expect sales from international markets to continue to represent a significant portion of our net sales and the net sales of our joint ventures. Accordingly, our business is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. Risks inherent in international operations include the following:

 

   

fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. Dollars of products and services we provide in international markets where payment for our products and services is made in the local currency;

 

   

transportation and other shipping costs may increase;

 

   

intellectual property rights may be more difficult to enforce;

 

   

foreign countries may impose additional withholding taxes or otherwise tax our foreign income, or adopt other restrictions on foreign trade or investment, including currency exchange controls;

 

   

unexpected adverse changes in foreign laws or regulatory requirements may occur;

 

   

agreements may be difficult to enforce and receivables difficult to collect;

 

   

compliance with a variety of foreign laws and regulations may be burdensome;

 

   

unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;

 

   

general economic conditions in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;

 

   

foreign operations may experience staffing difficulties and labor disputes;

 

   

foreign governments may nationalize private enterprises; and

 

   

our business and profitability in a particular country could be affected by political or economic repercussions on a domestic, country specific or global level from terrorist activities and the response to such activities.

In addition, certain of our joint ventures operate in high-risk regions of the world such as the Middle East and South America. Unanticipated events, such as geopolitical changes, could result in a write-down of our investment in the affected joint venture. Our success as a global business will depend, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions by developing, implementing and maintaining policies and strategies that are effective in each location where we and our joint ventures do business.

We are exposed to fluctuations in foreign exchange rates, which may adversely affect our operating results and net income.

We conduct our business and incur costs in the local currency of most of the countries in which we operate. The financial condition and results of operations of each foreign operating subsidiary and joint venture are reported in the relevant local currency and then translated to U.S. Dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Changes in exchange rates between these foreign currencies and the U.S. Dollar will affect the recorded levels of our assets and liabilities as foreign assets and liabilities that are translated into U.S. Dollars for presentation in our financial statements as well as our net sales, cost of goods sold and operating margins and could result in exchange losses. The primary currencies for which we have foreign currency rate exposure are the European Union Euro, Japanese Yen, British Pound Sterling, Brazilian Real, Korean Won and the U.S. Dollar (in certain of its foreign locations). Exchange rates between these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future. Significant changes in these foreign currencies relative to the U.S. Dollar could also have an adverse effect on our ability to meet interest and principal payments on any foreign currency-denominated debt outstanding. In addition to currency translation risks, we incur currency transaction risks whenever one of our operating subsidiaries or joint ventures enters into either a purchase or a sales transaction using a different currency from the currency in which it receives revenues. Our operating results and net income may be affected by any volatility in currency exchange rates and our ability to manage effectively our currency transaction and translation risks.

 

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We incur substantial costs in order to comply with extensive environmental, health and safety laws and regulations.

In the jurisdictions in which we operate, we are subject to numerous federal, state and local environmental, health and safety laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Ongoing compliance with such laws and regulations is an important consideration for us and we incur substantial capital and operating costs in our compliance efforts. Environmental laws have become increasingly strict in recent years. We expect this trend to continue and anticipate that compliance will continue to require increased capital expenditures and operating costs.

Violations of environmental, health and safety laws and regulations may subject us to fines, penalties and other liabilities and may require us to change certain business practices.

If we violate environmental, health and safety laws or regulations, in addition to being required to correct such violations, we can be held liable in administrative, civil or criminal proceedings for substantial fines and other sanctions could be imposed that could disrupt or limit our operations. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible party may be held liable for more than its share of the losses involved, or even the entire loss). Such liabilities may also be imposed on many different entities with a relationship to the hazardous substances at issue, including, for example, entities that formerly owned or operated the property affected by the hazardous substances and entities that arranged for the disposal of the hazardous substances at the affected property, as well as entities that currently own or operate such property. Such liabilities can be difficult to identify and the extent of any such liabilities can be difficult to predict. We use, and in the past have used, hazardous substances at many of our facilities, and we have in the past, and may in the future, be subject to claims relating to exposure to hazardous materials and the associated liabilities may be material. We also have generated, and continue to generate, hazardous wastes at a number of our facilities. Some of our facilities also have lengthy histories of manufacturing or other activities that have resulted in site contamination. We have also given contractual indemnities for environmental conditions relating to facilities we no longer own or operate. The nature of our business, including historical operations at our current and former facilities, exposes us to risks of liability under these laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury if released into the environment. Additional information may arise in the future concerning the nature or extent of our liability with respect to identified sites, and additional sites may be identified for which we are alleged to be liable, that could cause us to materially increase our environmental accrual or the upper range of the costs we believe we could reasonably incur for such matters.

Contractual indemnities may be ineffective in protecting us from environmental liabilities.

At several of our properties where hazardous substances are known to exist (including some sites where hazardous substances are being investigated or remediated), we believe we are entitled to contractual indemnification from one or more former owners or operators; however, in the event we make a claim, the indemnifier may disagree with us. If our contractual indemnity is not upheld, our accrual and/or our costs for the investigation and cleanup of hazardous substances could increase materially.

Regulation, or the threat of regulation, of some of our products could have an adverse effect on our sales and profitability.

We manufacture or market a number of products that are or have been the subject of attention by regulatory authorities and environmental interest groups. For example, for many years we have marketed methyl bromide, a chemical that is particularly effective as a soil fumigant. In recent years, the market for methyl bromide has changed significantly, driven by the Montreal Protocol of 1990 and related regulation prompted by findings regarding the chemical’s potential to deplete the ozone layer. Completion of the phase-out of methyl bromide as a fumigant took effect January 1, 2005 with continued use for critical uses allowed on an annual basis until feasible alternatives are available.

Recently, there has been increased scrutiny by regulatory authorities, legislative bodies and environmental interest groups in various countries in the world of certain brominated flame retardants. We manufacture a broad range of brominated flame retardant products, which are used in a variety of applications. Concern about the impact of some of our products on human health or the environment may lead to regulation, or reaction in our markets independent of regulation, that could reduce or eliminate markets for such products.

In the U.S., a number of state legislatures are considering draft legislation, which would impose limitations on, or prohibit the use of, certain brominated flame retardants for specific applications. For example, in 2007, the State of Washington passed a law that bans the use of decabromodiphenyl ether as a flame retardant in mattresses after January 1, 2008 and in televisions, computers and residential upholstered furniture after January 1, 2011 if a safer and technically feasible alternative is discovered. The Washington State Department of Ecology published a draft report in November 2008 that concluded that such alternatives exist. The State of Maine passed a bill that bans the use of decabromodiphenyl ether as a flame retardant in mattresses, mattress pads and textiles used in residential furniture after January 1, 2008 and in the casings of televisions and computers after January 1, 2010. Similar bills are currently under consideration in a number of other states, and we expect additional states to consider similar measures in the future.

 

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Additionally, agencies in the European Union continue to evaluate the risks to human health and the environment associated with certain brominated flame retardants, including decabromodiphenyl ether, hexabromocyclododecane and tetrabromobisphenol A. We manufacture each of these brominated flame retardants.

The only brominated flame retardant that we currently sell that has been banned for specified applications to date is decabromodiphenyl ether, which was banned for limited applications in the States of Washington and Maine as described above. Norway restricted decabromodiphenyl ether in April 2008, except for certain transportation applications. On April 1 2008, the European Court of Justice annulled the exemption of decabromodiphenyl ether from the RoHS Directive, ruling that the European Commission had followed an incorrect procedure when adopting the exemption. As a consequence, the use of decabromodiphenyl ether in electrical and electronic equipment was banned in the European Union effective July 1, 2008. In 2008, approximately 1% of our net sales were derived from decabromodiphenyl ether. None of these legislative restrictions has caused or is expected to cause a significant adverse effect on our profitability.

Additional government regulations, including limitations or bans on the use of brominated flame retardants, would likely result in a decline in our net sales of brominated flame retardants and have an adverse effect on our sales and profitability. In addition, the threat of additional regulation or concern about the impact of brominated flame retardants on human health or the environment could lead to a negative reaction in our markets that could reduce or eliminate our markets for these products, which could have an adverse effect on our sales and profitability.

We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.

Our products provide important performance attributes to our customers’ products. If a product fails to perform in a manner consistent with quality specifications or has a shorter useful life than guaranteed, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as guaranteed. These risks apply to our refinery catalysts in particular because, in certain instances, we sell our refinery catalysts under agreements that contain limited performance and life cycle guarantees. A successful claim or series of claims against us could have a material adverse effect on our financial condition and results of operations and could result in a loss of one or more customers.

We will need a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt depends on a range of economic, competitive and business factors, many of which are outside our control. Based on an average interest rate of 3.5% and outstanding borrowings at February 12, 2009 of $949.0 million, our annual interest expense would be approximately $33.3 million. A hypothetical 10% change (approximately 35 basis points) in the average interest rate applicable to our total borrowings would change our annualized interest expense by approximately $3.3 million. Our business may not generate sufficient cash flow from operations to service our debt obligations, particularly if currently anticipated cost savings and operating improvements are not realized on schedule or at all. If we are unable to service our debt obligations, we may need to refinance all or a portion of our indebtedness on or before maturity, reduce or delay capital expenditures, sell assets or raise additional equity. We may not be able to refinance any of our indebtedness, sell assets or raise additional equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, could have a material adverse effect on our business and financial condition.

Conditions in the global credit markets have been volatile in recent months. Continued volatility and more stringent credit standards could impact our ability to refinance our obligations on commercially reasonable terms and could result in a material adverse effect on our business or financial condition. While current conditions in the global credit markets have affected some borrowers’ ability to raise additional capital or to refinance existing obligations, to date, the volatility in the global credit markets has had limited impact on us. We exchanged and extended the maturity of our senior credit agreement in early 2007, before the current volatility manifested. As a result, currently, we do not have any significant obligation maturity before 2013, when our March 2007 credit agreement matures. Existing availability under existing committed credit facilities are expected to be sufficient for our working capital and capital expenditure needs.

Restrictive covenants in our debt instruments may adversely affect our business.

Our March 2007 credit agreement and the indenture governing the senior notes contain restrictive covenants. These covenants provide constraints on our financial flexibility. The failure to comply with the covenants in our March 2007 credit agreement, the indenture governing the senior notes and the agreements governing other indebtedness, including indebtedness incurred in the future,

 

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could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. See “Financial Condition and Liquidity—Long-Term Debt” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 38.

Notably, while we have agreed upon rates and terms under our March 2007 credit agreement, there is a risk that our banks might require us to renegotiate certain terms of our credit agreement should we need to raise additional debt for acquisitions or general corporate needs.

A downgrading of the ratings on our debt or an increase in interest rates will cause our debt service obligations to increase.

Borrowings under our March 2007 credit agreement bear interest at floating rates. The rates are subject to adjustment based on the ratings of our senior unsecured long-term debt by Standard & Poor’s Ratings Services, or S&P, and Moody’s Investors Services, or Moody’s. S&P has rated our senior unsecured long-term debt as BBB and Moody’s has rated our senior unsecured long-term debt as Baa2. S&P and/or Moody’s may, in the future, downgrade our ratings. The downgrading of our ratings or an increase in benchmark interest rates would result in an increase of our interest expense on borrowings under our March 2007 credit agreement. In addition, the downgrading of our ratings could adversely affect our future ability to obtain funding or materially increase the cost of any additional funding. These rating services have maintained our ratings outlook as “stable,” however, any of the events described above could negatively affect our ratings outlook.

Our business is subject to hazards common to chemical businesses, any of which could interrupt our production and adversely affect our results of operations.

Our business is subject to hazards common to chemical manufacturing, storage, handling and transportation, including explosions, fires, inclement weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause personal injury and loss of life, severe damage to, or destruction of, property and equipment and environmental contamination. In addition, the occurrence of material operating problems at our facilities due to any of these hazards may diminish our ability to meet our output goals. Accordingly, these hazards, and their consequences could have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.

Weather-related matters could impact our results of operations.

In 2005 and again in the third quarter of 2008, major hurricanes caused significant disruption to the operations on the U.S. Gulf Coast for many of our customers and our suppliers of certain raw materials, which had an adverse impact on volume and cost for some of our products. If similar weather-related matters occur in the future, it could negatively affect our results of operations at our sites in this region.

The insurance that we maintain may not fully cover all potential exposures.

We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemical industry have not been available on commercially acceptable terms or, in some cases, have not been available at all. We are potentially at risk if one or more of our insurance carriers fails. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

We may incur significant charges in the event we close all or part of a manufacturing plant or facility.

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close all or part of a manufacturing plant or facility. We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The closure of all or part of a manufacturing plant or facility could result in future charges which could be significant.

If we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business.

The unanticipated departure of any key member of our management team could have an adverse effect on our business. In addition, because of the specialized and technical nature of our business, our future performance is dependent on the continued service of, and on our ability to attract and retain, qualified management, scientific, technical, marketing and support personnel. Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel.

 

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Some of our employees are unionized, represented by workers’ councils or are employed subject to local laws that are less favorable to employers than the laws of the United States.

As of December 31, 2008, we had 4,130 employees. Approximately 20% of our 2,230 U.S. employees are unionized. Our collective bargaining agreements expire in 2010 and 2011. In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, most of our employees in Europe are represented by workers’ councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce. Although we believe that we have a good working relationship with our employees, a strike, work stoppage or slowdown by our employees or significant dispute with our employees could result in a significant disruption of our operations or higher ongoing labor costs.

Our joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations and may force us to dedicate additional resources to these joint ventures.

We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties. If our joint venture partners do not fulfill their obligations, the affected joint venture may not be able to operate according to its business plan. In that case, our results of operations may be adversely affected and we may be required to increase the level of our commitment to the joint venture. Also, differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from their business plans, our results of operations could be adversely affected.

We may not be able to consummate future acquisitions or integrate future acquisitions into our business, which could result in unanticipated expenses and losses.

As part of our business growth strategy, we have acquired businesses and entered into joint ventures in the past and intend to pursue acquisitions and joint venture opportunities in the future. Our ability to implement this component of our growth strategy will be limited by our ability to identify appropriate acquisition or joint venture candidates and our financial resources, including available cash and borrowing capacity. The expense incurred in consummating acquisitions or entering into joint ventures, the time it takes to integrate an acquisition or our failure to integrate businesses successfully, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from acquisitions or joint ventures.

The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with the integration of acquisitions include:

 

   

potential disruption of our ongoing business and distraction of management;

 

   

unforeseen claims and liabilities, including unexpected environmental exposures;

 

   

unforeseen adjustments, charges and write-offs;

 

   

problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities;

 

   

unexpected losses of customers of, or suppliers to, the acquired business;

 

   

difficulty in conforming the acquired business’ standards, processes, procedures and controls with our operations;

 

   

variability in financial information arising from the implementation of purchase price accounting;

 

   

inability to coordinate new product and process development;

 

   

loss of senior managers and other critical personnel and problems with new labor unions; and

 

   

challenges arising from the increased scope, geographic diversity and complexity of our operations.

Although our pension plans currently meet minimum funding requirements, events could occur that would require us to make significant contributions to the plans and reduce the cash available for our business.

We have several defined benefit pension plans around the world, including in the U.S., the Netherlands, Germany, Belgium, France, and Japan, covering most of our employees. The U.S. plans represent approximately 92% of the total liabilities of the plans worldwide. We are required to make cash contributions to our pension plans to the extent necessary to comply with minimum funding requirements imposed by the various countries’ benefit and tax laws. The amount of any such required contributions will be determined annually based on an actuarial valuation of the plans as performed by the plans’ actuaries.

 

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During 2008, we made a $25.0 million voluntary contribution to our U.S. qualified defined benefit pension plans. Our U.S. qualified defined benefit pension plans in aggregate were approximately 78% funded on an Internal Revenue Service, or IRS, funding basis as of December 31, 2008. While we do not expect significant cash contributions to be required, we may choose to make additional voluntary pension contributions in 2009. Contributions after 2009 could vary depending on factors such as asset returns, then-current interest rates, and legislative changes. The amount we may elect or be required to contribute to our pension plans in the future may increase significantly. These contributions could be substantial and would reduce the cash available for our business.

The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decrease demand for our products.

Chemical-related assets may be at greater risk of future terrorist attacks than other possible targets in the U.S. and throughout the world. As an American Chemistry Council member company, we have completed vulnerability assessments of our U.S. manufacturing locations and meet the requirements of this industry standard. We have a corporate security standard and audit our facilities for compliance. Recent investments have been made to upgrade site security. However, federal legislation is under consideration that could impose new site security requirements, specifically on chemical manufacturing facilities, which may increase our overhead expenses.

New federal regulations have already been adopted to increase the security of the transportation of hazardous chemicals in the U.S. We believe we have met these requirements but additional federal and local regulations that limit the distribution of hazardous materials are being considered. We ship and receive materials that are classified as hazardous. Bans on movement of hazardous materials through cities like Washington, D.C. could affect the efficiency of our logistical operations. Broader restrictions on hazardous material movements could lead to additional investment to produce hazardous raw materials and change where and what products we manufacture.

The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to continue to affect negatively the economy in general, and specifically the markets for our products. The resulting damage from a direct attack on our assets, or assets used by us, could include loss of life and property damage. In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.

 

Item 1B. Unresolved Staff Comments.

NONE

 

Item 2. Properties.

We operate on a global basis. We believe that our production facilities, research and development facilities, and administrative and sales offices are generally well maintained and effectively used and are adequate to operate our business. During 2008, the Company’s manufacturing plants operated at approximately 75% capacity in the aggregate.

Set forth below is information at December 31, 2008 regarding our significant facilities operated by our joint ventures and us:

 

Location

  

Principal Use

  

Owned/Leased

Amsterdam, the Netherlands    Production of refinery catalysts, research and product development activities    Owned
Avonmouth, United Kingdom    Production of flame retardants    Owned; on leased land
Baton Rouge, Louisiana    Research and product development activities, and production of flame retardants, catalysts and additives    Owned; on leased land
Baton Rouge, Louisiana    Principal executive offices    Leased
Bergheim, Germany    Production of flame retardants and specialty products based on aluminum trihydrate and aluminum oxide, and research and product development activities    Owned

 

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Location

  

Principal Use

  

Owned/Leased

Jin Shan District, Shanghai, China    Production of antioxidants and polymer intermediates    Owned; on leased land
Louvain-la-Neuve, Belgium    Regional offices and research and customer technical service activities    Owned; on leased land
La Voulte, France    Refinery catalysts regeneration and treatment, research and development activities    Owned by Eurecat S.A., a joint venture owned 50% by each of IFP Investissements and us
Magnolia, Arkansas    Production of flame retardants, bromine, inorganic bromides, agricultural intermediates and tertiary amines    Owned
Mobile, Alabama    Production of tin stabilizers    Owned by Arkema Group LLC who operates the plant for Stannica LLC, a joint venture in which we own a 60% interest and Arkema Group LLC owns a 40% interest
Nanjing, China    Technology center, product repackaging and flame retardant production    Owned; on leased land
Niihama, Japan    Production of refinery catalysts    Leased by Nippon Ketjen Company Limited, a joint venture owned 50% by each of Sumitomo Metal Mining Company Limited and us
Ninghai County, Zhejiang Province, China    Production of antioxidants and polymer intermediates    Owned; on leased land
Orangeburg, South Carolina    Production of flame retardants, aluminum alkyls and fine chemicals, including pharmaceutical actives, fuel additives, orthoalkylated phenols, polymer modifiers and phenolic antioxidants    Owned
Pasadena, Texas    Production of aluminum alkyls, alkenyl succinic anhydride, orthoalkylated anilines, and other specialty chemicals    Owned
Pasadena, Texas    Production of refinery catalysts, research and development activities    Owned
Pasadena, Texas    Refinery catalysts regeneration services    Owned by Eurecat U.S. Incorporated, a joint venture in which we own a 57.5% interest and a consortium of entities in various proportions owns the remaining interest
Safi, Jordan    Production of bromine and derivatives and flame retardants    Leased by JBC, a joint venture owned 50% by each of Arab Potash Company Limited and us
St. Jakobs/Breitenau, Austria    Production of specialty magnesium hydroxide products    Leased by Magnifin GmbH & Co. KG, a joint venture owned 50% by each of Radex Heraklith Industriebeteiligung AG and us
Santa Cruz, Brazil    Production of catalysts, research and product development activities    Owned by Fábrica Carioca de Catalisadores S.A, a joint venture owned 50% by each of Petrobras Química S.A.—PETROQUISA and us
South Haven, Michigan    Production of custom fine chemicals including pharmaceutical actives    Owned
Takaishi City, Osaka, Japan    Production of aluminum alkyls    Owned by Nippon Aluminum Alkys, a joint venture owned 50% by each of Mitsui Chemicals, Inc. and us

 

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Location

  

Principal Use

  

Owned/Leased

Teesport, United Kingdom    Production of fine chemicals, including emulsifiers, corrosion inhibitors, scale inhibitors and esters    Owned; on leased land
Twinsburg, Ohio    Production of bromine-activated carbon    Leased
Tyrone, Pennsylvania    Production of custom fine chemicals, agricultural intermediates, performance polymer products and research and development activities    Owned

 

Item 3. Legal Proceedings.

On July 3, 2006, we received a Notice of Violation, or NOV, from the EPA Region 4 regarding the implementation of the Pharmaceutical Maximum Achievable Control Technology standards at our plant in Orangeburg, SC. The alleged violations include (i) the applicability of the specific regulations to certain intermediates manufactured at the plant, (ii) failure to comply with certain reporting requirements, (iii) improper evaluation and testing to properly implement the regulations and (iv) the sufficiency of the leak detection and repair program at the plant. We are currently engaged in discussions with the EPA seeking to resolve these allegations, but no assurances can be given that we will be able to reach a resolution that is acceptable to both parties. Any settlement or finding adverse to us could result in the payment by us of fines, penalties, capital expenditures, or some combination thereof. At this time, it is not possible to predict with any certainty the outcome of our discussions with the EPA or the financial impact, which may result therefrom. However, we do not expect any financial impact to have a material adverse effect on the results of operations or the financial position of the Company.

In addition, we are involved from time to time in legal proceedings of types regarded as common in our businesses, particularly administrative or judicial proceedings seeking remediation under environmental laws, such as Superfund, products liability and premises liability litigation. We maintain a financial accrual for these proceedings that includes defense costs and potential damages, as estimated by our general counsel. We also maintain insurance to mitigate certain of such risks.

 

Item 4. Submission of Matters to a Vote of Security Holders.

NONE

Executive Officers of the Registrant.

The names, ages and biographies of all executive officers and other certain officers of Albemarle as of February 27, 2009 are set forth below. The term of office of each officer is until the meeting of the Board of Directors following the next annual shareholders’ meeting (May 13, 2009).

 

Name

   Age     

Position

Mark C. Rohr

   57      Chairman of the Board, President, and Chief Executive Officer

William M. Gottwald

   61      Vice Chairman of the Board

John M. Steitz

   50      Executive Vice President and Chief Operating Officer

Richard J. Diemer, Jr.

   50      Senior Vice President and Chief Financial Officer

Luther C. Kissam, IV

   44      Senior Vice President, Law and Manufacturing, and Corporate Secretary

John G. Dabkowski

   60      Vice President, Business Development (Retiring April 1, 2009)

Milan R. Shah

   33      Vice President, Business Development

Ronald R. Gardner

   57      Vice President, Fine Chemicals

Darian K. Rich

   48      Vice President, Human Resources

John J. Nicols

   44      Vice President, Catalysts

 

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Name

   Age     

Position

Anthony S. Parnell

   49      Vice President, Global Sales, Service and Operations Planning

Luc Van Muylem

   56      Vice President, Polymer Additives

Ronald C. Zumstein

   47      Vice President, Manufacturing Operations

Richard G. Fishman

   56      Vice President, Treasurer and Chief Tax Counsel

David W. Clary

   49      Vice President, Chief Sustainability Officer

Mark C. Rohr was elected Chairman of the Board, President and Chief Executive Officer of the Company effective August 1, 2008. Mr. Rohr previously served as President and Chief Executive Officer of the Company from October 1, 2002 through July 31, 2008 and as President and Chief Operating Officer from January 1, 2000 through September 30, 2002. Mr. Rohr also served as Executive Vice President, Operations of our company from March 22, 1999 through December 31, 1999. Before joining the Company, Mr. Rohr served as Senior Vice President, Specialty Chemicals of Occidental Chemical Corporation (chemical manufacturer with interests in basic chemicals, vinyls, petrochemicals and specialty products and subsidiary of Occidental Petroleum Corporation). Mr. Rohr currently serves on the Boards of Directors of Celanese Corporation and Ashland Inc.

William M. Gottwald was elected Vice Chairman of our Board of Directors on August 1, 2008, having previously served as Chairman from 2001 through 2008. Dr. Gottwald joined the Company in 1996 as Vice President – Corporate Strategy, after being associated with Ethyl Corporation (provider of value-added manufacturing and supply solutions to the chemical industry and subsidiary of NewMarket Corporation). During his 15 years tenure with Ethyl Corporation, Dr. Gottwald served as Senior Vice President and President of Whitby, Inc., an Ethyl subsidiary. Dr. Gottwald retired as an employee of Albemarle on June 1, 2008. Dr. Gottwald is also a director of Tredegar Corporation, a manufacturer of plastic films and aluminum extrusions.

John M. Steitz was appointed to Executive Vice President and Chief Operating Officer of the Company effective April 11, 2007. Mr. Steitz served as Senior Vice President, Business Operations since January 1, 2004 and as Vice President, Business Operations from October 2002 until January 2004. From July 2000 until October 2002, Mr. Steitz served as Vice President, Fine Chemicals on a global basis. Before joining the Company, he was Vice President and General Manager, Pharmaceutical Chemicals of Mallinckrodt, Incorporated (global provider of specialty healthcare products in the areas of diagnostic imaging, respiratory care and pain relief, and business unit of Tyco Healthcare) for 22 years. Mr. Steitz currently serves as a director of Innophos Holdings Inc.

Richard J. Diemer, Jr. joined the Company on August 15, 2005, and was elected Senior Vice President and Chief Financial Officer effective September 1, 2005. Before joining the Company, he served as the Senior Portfolio Manager, Equities at Honeywell International Inc. (provider of aerospace products and services, control technologies for buildings, home and industry, automotive products, turbochargers and specialty materials) since December 2004. Prior to that, he was Vice President, Equity Research from March 2002 to December 2004 and Chief Financial Officer of Honeywell Specialty Materials (subsidiary of Honeywell International, Inc.) from July 2000 to March 2002.

Luther C. Kissam, IV was appointed Senior Vice President, Law and Manufacturing, and Corporate Secretary effective January 8, 2008. Mr. Kissam joined the Company in September 2003 and served as Vice President, General Counsel and Secretary from that time until December 16, 2005 when he was promoted to Senior Vice President, General Counsel and Secretary. Before joining the Company, Mr. Kissam served as Vice President, General Counsel and Secretary of Merisant Company (manufacturer and marketer of sweetener and consumer food products), having previously served as Associate General Counsel of Monsanto Company (provider of agricultural products and solutions).

John G. Dabkowski joined the Company and Ethyl Corporation in June 1973 and was named Vice President, Business Development effective April 11, 2007. Mr. Dabkowski served as Vice President, Polymer Additives since September 2004 and as Vice President, Polymer Chemicals from September 1997 until September 2004. Previously, he served as Vice President and General Manager of Specialty Chemicals from March 1994 until September 1997. Mr. Dabkowski announced his retirement effective April 1, 2009.

Milan R. Shah joined the Company on December 18, 2008 and was elected Vice President, Business Development effective February 18, 2009. Before joining the Company, Mr. Shah was with Deutsche Bank Securities, Inc. as a senior investment banker within its chemical industry advisory practice. While at Deutsche Bank, he worked with many of the leading companies in the chemical industry, including Albemarle, on financings, portfolio management, merger and acquisition execution and strategy development.

 

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Ronald R. Gardner was elected Vice President, Fine Chemicals effective January 1, 2007. Mr. Gardner served as a Divisional Vice President, Performance Chemicals since 2002, and was Business Director, Bromine and Derivatives including Jordan Bromine start up and integration since 2001. Previously, he worked in research and development, manufacturing, international distribution, project management, and international business management (including a five-year assignment in Europe) since joining the Company and Ethyl Corporation in May 1973.

Darian K. Rich joined the Company on October 29, 2008 and was elected Vice President of Human Resources effective November 1, 2008. Before joining the Company, Mr. Rich served 12 years with The Coca-Cola Company where he held several positions in the U.S. as Vice President, Human Resources and Asia in both line management and corporate operations and most recently as Vice President of Coca-Cola’s International Human Resource Services.

John J. Nicols joined the Company and Ethyl Corporation in February 1990 and served as Vice President, Fine Chemicals of the Company from June 2002 until January 1, 2007 when he was elected Vice President, Catalysts. Previously, Mr. Nicols ran the company’s Global Flame Retardants business from February 1999 through June 2002. Additionally, Mr. Nicols led the company’s Bromine Businesses in Asia from Tokyo, Japan from 1995 through 1998. Before joining the Company, Mr. Nicols worked for three years in manufacturing and research and development for Hercules, Inc. (specialty chemicals).

Anthony S. Parnell was elected Vice President, Global Sales, Service and Operations Planning effective January 1, 2007. Previously, Mr. Parnell served as Vice President, Americas Sales Operations since 2002, and was Managing Director of Albemarle’s European Operations from 1996 until 2002. He previously served in various commercial leadership positions at the Company and Ethyl Corporation since 1982.

Luc Van Muylem was named Vice President, Polymer Additives effective April 11, 2007. Mr. Van Muylem previously served as Division Vice President, Flame Retardants and has over 30 years of industry experience.

Ronald C. Zumstein was elected Vice President, Manufacturing Operations effective March 31, 2008. Dr. Zumstein previously served as Albemarle’s Vice President of Health, Safety and Environment and Vice President of Manufacturing for the Company’s Polymer Additives division. Dr. Zumstein previously held various positions of increasing responsibility since joining the Company and Ethyl Corporation in 1987, including serving as Plant Manager at several of Albemarle’s U.S. locations.

Richard G. Fishman was elected Vice President, Treasurer and Chief Tax Counsel effective February 18, 2009. Mr. Fishman joined the Company on May 22, 2006 and previously served the Company as Vice President Tax and Chief Tax Counsel. Before joining the Company, he served nearly 18 years with Honeywell International Inc. (formerly known as AlliedSignal Inc.) in various tax positions, most recently as Director of International Taxation & Associate General Tax Counsel.

David W. Clary was elected Vice President and Chief Sustainability Officer effective July 1, 2008. Dr. Clary previously served as Division Vice President of Albemarle’s Fine Chemistry Services from January 1, 2006 until July 2008. Since joining the Company and Ethyl Corporation in 1985, Dr. Clary served as Director of Fine Chemicals Research and Development, and in other positions in research and development, manufacturing, and business management.

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on the New York Stock Exchange, or the NYSE, under the symbol “ALB.” The following table sets forth on a per share basis the high and low sales prices for our common stock for the periods indicated as reported on the NYSE composite transactions reporting system and the dividends declared per share on our common stock.

 

     Common Stock Price Range    Dividends  
     High    Low    Declared Per
Share of
Common Stock
 

2007

        

First Quarter

   $ 43.26    $ 34.02    $ 0.105  

Second Quarter

     44.81      36.50      0.210  

Third Quarter

     48.84      32.92      —   *

Fourth Quarter

     48.37      38.06      0.105  

2008

        

First Quarter

   $ 41.15    $ 31.99    $ 0.120  

Second Quarter

     45.90      34.73      0.120  

Third Quarter

     42.45      29.71      0.120  

Fourth Quarter

     30.90      16.16      0.120  

 

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* Dividend declared in the second quarter due to the timing of our Board of Directors meetings.

There were 90,980,309 shares of common stock held by 3,469 shareholders of record as of December 31, 2008. On February 18, 2009, we declared a dividend of $0.125 per share of common stock, payable April 1, 2009.

The following table summarizes our repurchases of equity securities for the three-month period ended December 31, 2008:

 

Period    Total
Number of
Shares
Repurchased
   Average Price
Paid Per
share
   Total Number
of Shares Repurchased
as Part of Publicly
Announced Plan or
Program *
   Maximum Number
of Shares that May
Yet Be Repurchased
Under the Plans or
Programs *

October 1, 2008 to October 31, 2008

   —        —      —      4,650,000

November 1, 2008 to November 30, 2008

   250,000    $ 21.80    250,000    4,400,000

December 1, 2008 to December 31, 2008

   —        —      —      4,400,000
                     

Total

   250,000    $ 21.80    250,000    4,400,000
                     

 

* The stock repurchase plan, which was authorized by our Board of Directors, became effective on October 25, 2000 and included ten million shares. On February 27, 2008 after 98% of the originally authorized repurchase was executed, our Board of Directors approved an increase to five million shares authorized for repurchase under our stock repurchase plan. The stock repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder, unless the repurchase plan is earlier terminated by action of our Board of Directors or further shares are authorized for repurchase.

On February 8, 2008, pursuant to a Stock Purchase Agreement, dated as of February 5, 2008, with each of (i) William M. Gottwald, John D. Gottwald and James T. Gottwald as Trustees of Floyd, Jr.’s Trust, or the Trust, under the will of Floyd D. Gottwald, (ii) Floyd D. Gottwald, Jr. and (iii) Westham Partners, L.P., we purchased an aggregate of 3,000,000 shares of common stock from the Trust, an aggregate of 300,000 shares of common stock from Floyd D. Gottwald, Jr., and an aggregate of 700,000 shares of common stock from Westham Partners, L.P., each at a purchase price of $37.2174 per share of common stock. We utilized availability under our March 2007 credit agreement for payment of the total purchase price of approximately $148.9 million for the 4,000,000 shares.

 

Item 6. Selected Financial Data.

The information for the five years ended December 31, 2008, is contained in the “Five-Year Summary” included in Part IV, Item 15, Exhibit 99.1 and incorporated herein by reference.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Some of the information presented in this Annual Report on Form 10-K, including the documents incorporated by reference, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We have used words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “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, therefore, 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 include, without limitation:

 

   

deterioration in economic and business conditions;

 

   

future financial and operating performance of our major customers and industries served by us;

 

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the timing of orders received from customers;

 

   

the gain or loss of significant customers;

 

   

competition from other manufacturers;

 

   

changes in the demand for our products;

 

   

limitations or prohibitions on the manufacture and sale of our products;

 

   

availability of raw materials;

 

   

changes in the cost of raw materials and energy, and our inability to pass through increases;

 

   

performance of acquired companies;

 

   

changes in our markets in general;

 

   

fluctuations in foreign currencies;

 

   

changes in laws and increased government regulation of our operations or our products;

 

   

the occurrence of claims or litigation;

 

   

the occurrence of natural disasters;

 

   

the inability to maintain current levels of product or premises liability insurance or the denial of such coverage;

 

   

political unrest affecting the global economy, including adverse effects from terrorism or hostilities;

 

   

changes in accounting standards;

 

   

the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs;

 

   

changes in interest rates, to the extent such rates (1) affect our ability to raise capital or increase our cost of funds, (2) have an impact on the overall performance of our pension fund investments and (3) increase our pension expense and funding obligations;

 

   

volatility and substantial uncertainties in the debt and equity markets; and

 

   

the other factors detailed from time to time in the reports we file with the SEC.

We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. The following discussion should be read together with our consolidated financial statements and related notes included in this Annual Report on Form 10-K.

The following is a discussion and analysis of results of operations for the years ended December 31, 2008, 2007 and 2006. A discussion of consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity” on page 38.

Overview and Outlook

We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals. Our products and services enhance the value of our customers’ end-products by improving performance, providing essential product attributes, lowering cost and simplifying processing. We sell a highly diversified mix of products to a wide range of customers, including petroleum refiners, utilities providers, manufacturers of consumer electronics, building and construction materials, automotive parts, packaging, pharmachemicals and agrichemicals. We believe that our commercial and geographic diversity, technical expertise, flexible, low-cost global manufacturing base, and experienced management team enable us to maintain leading market positions in those areas of the specialty chemicals industry in which we operate.

Our plans for growth in our businesses are being impacted by the current poor conditions in the global economy, but we believe that our businesses are well positioned to adapt to these changing global market conditions. We expect to continue to deliver value to our shareholders through strategically managing our product portfolio for higher-growth and higher-margin products and services, continued focus on research and development, investment in innovative technologies, our financial discipline, effective cost controls

 

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and reductions where appropriate, and our ongoing stewardship of our assets and financial position. We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace. On a segment-by-segment basis, we expect continued near-term weakness in our Polymer Additives segment as softness in demand in the electronics, construction and automotive industries continues to pressure this segment’s performance, particularly in our flame retardants portfolio. Industry destocking has driven downstream inventories down steeply. While timing is uncertain, we expect the tightening in inventory levels may provide improving volumes in our Polymer Additives segment as end-market demand recovers. We also expect the potential for more stringent fire-safety regulations in many countries around the world may help drive growth in our Polymer Additives segment. Growth in our Catalysts segment is expected to be driven by long-term global demand for petroleum products, generally deteriorating quality of crude oil feedstock, implementation of more stringent fuel quality requirements as a part of clean air initiatives, and new opportunities in alternative fuel technologies. Our Fine Chemicals segment continues to benefit from the continued rapid pace of innovation and the introduction of new products, coupled with the movement by pharmaceutical companies to outsource certain research, product development and manufacturing functions.

2008 Highlights

 

   

Acquisition of 100% interests in our two Chinese joint ventures. We acquired the remaining 25% ownership interests of our polymer additive joint ventures in China: Ningbo Jinhai Albemarle Chemical & Industry Co., Ltd. and Shanghai Jinhai Albemarle Fine Chemicals Co., Ltd. (“Shanghai Jinhai”) on June 30, 2008 to become a leading manufacturer and supplier of polymer antioxidants in China and one of the top suppliers worldwide as we continue to provide even broader solutions for our customers in China and the growing regional and global marketplace. Additionally, we approved projects to more than double the antioxidant production capacity at our Shanghai Jinhai site to further strengthen our position in the China plastics additives marketplace as market conditions improve.

 

   

Formation of Sinobrom joint venture. We reached an agreement on December 5, 2008 with Weifang Sinobrom Import and Export Company, Ltd., or Sinobrom, to form a new Fine Chemicals joint venture that combined the existing business of Sinobrom, a leading marketer of bromine derivatives in China, with Albemarle’s global bromine expertise across the world. The new joint venture, Sinobrom Albemarle Bromine Chemicals (Shandong) Company Ltd., is 75% owned by Albemarle and creates new growth platforms for Albemarle in Shandong province, the heart of the Chinese bromine and derivatives market.

 

   

Acquisition of Sorbent Technologies Corporation. We acquired the mercury control provider Sorbent Technologies Corporation on July 31, 2008 for $6.43 per share representing an aggregate purchase price of approximately $22.4 million. This Fine Chemicals acquisition brings proprietary and comprehensive technologies that broaden our current bromine offerings and allow us to bring innovative, turnkey solutions to utilities and other bromine-based mercury solutions providers in the industry while complementing our existing green solutions portfolio and our ongoing mission to provide innovative and viable clean energy products and services to the marketplace.

 

   

Divestiture of our Port de Bouc, France facility. We entered into an agreement to divest our Port de Bouc, France facility to better position us to focus on our core business initiatives. This transaction had an effective date of December 31, 2008 and resulted in a special item charge of $38.5 million ($33.4 million after income taxes).

 

   

Stock Repurchase Plan. We repurchased an aggregate of 4,662,700 shares of our common stock in open-market or privately-negotiated transactions at an average price of $36.23 per share.

 

 

 

Increased Dividends. We increased our dividend for the 14th consecutive year, ending the year at an annual dividend rate of $0.48 per share.

 

   

Extension of Debt Agreement. In March 2008, we exercised an option under the March 2007 credit agreement to extend the maturity date from March 2012 to March 2013. Lenders representing 87.4% of the commitments, or $590 million out of $675 million, approved the extension.

2009 Outlook

Polymer Additives: We expect the recent downturn in consumer electronics, together with already lackluster demand in the automotive and construction sectors, to impact volumes and profitability of our Polymer Additives segment through 2009. Although we are taking steps to restructure our operations and cut costs, we expect 2009 will be challenging until consumer demand returns and global markets rebound. In the longer term, the increasing standard of living around the globe should drive higher demand for electrical and electronic equipment and new construction. This combined with the potential for increasingly stringent fire-safety regulations and global climate initiatives should increase the need for insulation materials. The timing of the return to growth in the global markets is uncertain.

 

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We are continuing to increase our presence in China as we build a foundation for expanding our business in Asia. Expansion of our now wholly owned antioxidants facility in Shanghai is expected to come on-line in 2009. In addition, our flame retardant plant in Nanjing should allow us to increase operations as we produce phosphorous-based flame retardants at this site to serve the Asia-Pacific construction and electronic markets.

New product development momentum continues in our Polymer Additives segment. The trend in some electronic components toward halogen-free flame retardants, while challenging our legacy products, also creates numerous development opportunities with our diverse customer base. We plan to begin commercializing sales of a new halogen-free product in one of our key-growth markets and have several others in various stages of development. We also plan to commercialize a new polyurea curative which offers greater cure speed flexibility.

Catalysts: We expect revenue growth in our Catalysts segment to be driven by global demand for petroleum products, generally deteriorating quality of crude oil feedstock and implementation of more stringent fuel quality requirements as a part of clean air initiatives. While we continue to closely monitor developments in the global economy, we expect our Catalysts segment profit growth in 2009 to come primarily from new product introductions, new markets that we penetrate, FCC pricing improvements and the continued growth in our polyolefin catalysts business.

With continuing global demand for oil and consumer fuel and tightening fuel quality regulations, we believe refiners will process more sour crudes, which should require additional HPC catalysts to remove the metals and impurities, further driving demand for these catalysts. The HPC catalysts expansion at our Bayport, Texas facility is now operational and delivering products. This plant has added approximately 10,000 metric tons to our capacity and increased our global HPC capacity (including capacity at our joint venture Nippon Ketjen) by approximately 30%. We believe this will provide us with the capacity to meet the growth in demand that we expect in this business in the coming years. We continue to believe we will need additional HPC capacity in the future to meet expected increased demand. We must also continue to successfully pass through metals costs and ensure optimal inventory levels in periods of declining metals prices.

Our focus in FCC catalysts is on improving margins to support the value these products bring to the market. While we believe there remains room for further margin improvement, we believe to be successful we must continue to deliver high-performing, superior quality products to meet the growing demands of refiners processing increasingly heavy crudes. We have seen incremental margin increases, although we continue to face raw material cost pressures related to energy, metals, imported rare earths, and transportation costs. We believe, however, that our price increases should offset increasing raw material and energy costs, but there is no guarantee that will occur.

We are focused on new product development in catalysts and have introduced high-throughput experimentation to more rapidly test and develop new technologies. Our marketing and research groups are tightly aligned so we can continue to bring innovative technologies to the market. We will continue to explore new opportunities for our catalysts in the alternative fuels business, which includes biodiesel, Canadian oil sands, gas to liquids (GTL), and coal to liquids (CTL) markets. These opportunities become increasingly viable as oil prices increase.

Fine Chemicals: Our Fine Chemicals segment continues to benefit from the continued rapid pace of innovation and the introduction of new products, coupled with the movement by pharmaceutical companies to outsource certain research, product development and manufacturing functions. In our performance chemicals sector, in spite of the current economic pressures, we expect stable growth in 2009 as we continue to expand the breadth of use of our bromine and bromine derivatives. In addition to an overall focus on margin improvement, our two strategic areas of focus in our Fine Chemicals segment have been to maximize our bromine franchise value in the performance chemicals sector and to continue the growth of our fine chemistry services business.

We are focused on profitably growing our globally competitive bromine and derivatives production network to serve all major bromine consuming products and markets. As we supply bromine feed stocks to our Polymer Additives segment, our profitability is generally impacted as market conditions change in that sector. Also, we will continue our focus on developing our fine chemistry services business. Our new products pipeline in this business has approximately doubled in the last year, allowing us to develop preferred outsourcing positions serving leading chemical and pharmaceutical innovators in diverse industries. We remain confident in continuing to generate growth in profitable niche products leveraged from this service business.

Corporate and Other: We are continuing our focus on reducing working capital and maximizing cash generation. In addition, we will continue to focus on tax efficiency, however, incremental income is more likely to be earned in locales with higher incremental rates. We believe our global effective tax rate may be in the range of 18% to 19% but will vary based on the locales in which incremental income is actually earned. We increased our quarterly dividend payout by 4% in 2009 to $0.125 per share. Under our existing share repurchase program, we expect to periodically repurchase shares in 2009 on an opportunistic basis. In addition, we remain committed to evaluating the merits of any opportunities that may arise for acquisitions that complement our business footprint.

 

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Results of Operations

The following data and discussion provides an analysis of certain significant factors affecting our results of operations during the periods included in the accompanying condensed consolidated statements of income.

Selected Financial Data

 

     Year Ended December 31,     Percentage
Change
 
     2008     2007     2006     2008
vs.
2007
    2007
vs.
2006
 
     (In millions, except percentages and per share amounts)  

NET SALES

   $ 2,467.1     $ 2,336.2     $ 2,368.5     6 %   (1 )%

Cost of goods sold

     1,859.4       1,713.7       1,817.7     9 %   (6 )%
                                    

GROSS PROFIT

     607.7       622.5       550.8     (2 )%   13 %

GROSS PROFIT MARGIN

     24.6 %     26.6 %     23.3 %    

Selling, general and administrative expenses

     255.1       245.0       237.8     4 %   3 %

Research and development expenses

     67.3       62.7       46.3     7 %   35 %

Port de Bouc facility disposition charge

     38.5       —         —       *     *  

Restructuring charges

     25.8       —         —       *     *  

Dayton facility closure charge

     —         4.9       —       *     *  

Loss on Thann facility divestiture and other special items

     —         —         89.2     *     *  
                                    

OPERATING PROFIT

     221.0       309.9       177.5     (29 )%   75 %

OPERATING PROFIT MARGIN

     9.0 %     13.3 %     7.5 %    

Interest and financing expenses

     (38.2 )     (38.3 )     (44.0 )   0 %   (13 )%

Other income (expenses), net

     0.6       6.2       (0.1 )   *     *  
                                    

INCOME BEFORE INCOME TAX EXPENSE, MINORITY INTERESTS AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS

     183.4       277.8       133.4     (34 )%   108 %

Income tax (benefit) expense

     (6.5 )     55.1       2.2     *     *  

Effective tax rate

     (3.6 )%     19.8 %     1.6 %    
                                    

INCOME BEFORE MINORITY INTERESTS AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS

     189.9       222.7       131.2     (15 )%   70 %

Minority interests in income of consolidated subsidiaries (net of tax)

     (18.8 )     (17.6 )     (13.2 )   7 %   33 %

Equity in net income of unconsolidated investments (net of tax)

     23.1       24.6       25.0     (6 )%   (2 )%
                                    

NET INCOME

   $ 194.2     $ 229.7     $ 143.0     (15 )%   61 %
                                    

PERCENTAGE OF NET SALES

     7.9 %     9.8 %     6.0 %    
                                    

Basic earnings per share

   $ 2.13     $ 2.41     $ 1.51     (12 )%   60 %
                                    

Diluted earnings per share

   $ 2.10     $ 2.36     $ 1.47     (11 )%   61 %
                                    

 

* Calculation is not meaningful.

Comparison of 2008 to 2007

Net Sales

For 2008, we recorded net sales of $2,467.1 million, an increase of $130.9 million, or 6%, compared to net sales of $2,336.2 for 2007. This increase was due primarily to favorable pricing and foreign exchange rates as well as the impact of acquisitions, partially offset by lower volumes in our Polymer Additives and Catalysts segments. Overall, volumes declined 5%, price/mix increased 6% and foreign currency increased 3% compared to 2007.

Our Polymer Additives segment’s net sales for 2008 increased $11.0 million, or 1%, compared to 2007 primarily due to the impacts of acquisitions of 3%, improved pricing/mix of 2%, and favorable foreign currency of 3%, offset by a 7% decline in volumes. Our Catalysts segment’s net sales increased $29.6 million, or 3%, due mainly to a 9% improvement in price/mix and an increase of 3%

 

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related to foreign currency, partially offset by an 8% decline in volume. Our Fine Chemicals segment’s net sales increased $90.3 million, or 17%, primarily due to improved pricing and mix of 9%, higher volumes of 5% and an increase of 2% in foreign currency. For a detailed discussion of revenues and segment income before taxes for each segment see “Segment Information Overview” below.

Gross Profit

For 2008, our gross profit decreased $14.8 million, or 2%, from 2007 to $607.7 million due to lower volumes and increased raw material and manufacturing costs, partially offset by improved pricing and foreign exchange. These factors contributed to our declines in gross profit margin for 2008 to 24.6% from 26.6% in 2007.

Selling, General and Administrative Expenses

For 2008, our selling, general and administrative, or SG&A, expenses increased $10.1 million, or 4%, from 2007. This increase was primarily due to an increase in salaries and other employee benefit expenses of $3.8 million and outside legal and consulting services of $3.0 million. As a percentage of net sales, SG&A expenses were 10.3% in 2008 versus 10.5% in 2007.

Research and Development Expenses

For 2008, our research and development expenses increased $4.6 million, or 7%, from 2007. This increase was primarily due to continued investment in technologies supporting our growth programs across our segments. As a percentage of net sales, research and development expenses were 2.7% in 2008 and 2007.

Port de Bouc Facility Disposition Charge

Our 2008 results included a charge of $38.5 million ($33.4 million after income taxes) related to the divestiture of the Port de Bouc, France facility to International Chemical Investors Group S.A. effective December 31, 2008. The charge is principally due to the disposition of long-term assets of $22.1 million and other charges totaling $15.9 million. Monetary obligations associated with this charge will be settled in 2009 using cash flow from operations.

Restructuring Charges

2008 includes a charge amounting to $25.8 million ($16.8 million after income taxes) related to restructuring activities, principally reductions in force at various locations across our operating segments. We expects to realize favorable profit impacts in its reported operating costs from this program starting in 2009. We will fund the majority of the obligations associated with this special charge with cash flow from operations in 2009.

Interest and Financing Expenses

Interest and financing expenses for 2008 decreased $0.1 million from 2007 to $38.2 million due to lower average interest rates offset by higher average outstanding debt levels.

Other Income (Expenses), Net

Other income (expenses), net for 2008 decreased $5.6 million from 2007 to $0.6 million primarily due to lower foreign exchange gains in 2008 and other charges, offset by higher interest income.

Income Taxes

Our effective tax rate fluctuates based on, among other factors, where income is earned, the level of income relative to available tax credits and tax planning opportunities available to us. For 2008, our effective income tax rate was (3.6%) compared to 19.8% for 2007. The effective tax rate in 2008 reflects the following:    a net $5.1 million benefit related to the divestiture of our Port de Bouc, France operations, a net $32.4 million benefit from the settlement of the Internal Revenue Service tax audits for tax years 2000 through 2004, a tax reserve of $6.9 million due to changes in tax rules and a $3.9 million valuation allowance based upon an assessment of the Company’s ability to use certain net operating losses. Excluding the above items, the effective tax rate for 2008 was 12.5%. The 2007 period was impacted by a benefit from the enacted tax rate reduction in Germany of $2.1 million as well as adjustments totaling $8.4 million identified in the completion of various income tax filings.

 

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The significant differences between the U.S. federal statutory income tax rate on pretax income and the effective income tax rate for 2008 and 2007, respectively, are as follows:

 

     % of Income Before Income Taxes  
     2008     2007  

Federal statutory rate

   35.0 %   35.0 %

State taxes, net of federal tax benefit

   (0.5 )   0.3  

Increase in valuation allowance

   14.6     3.4  

Impact of foreign earnings, net(a)

   (26.0 )   (13.4 )

Tax rate changes benefit

   —       (0.7 )

Effect of minority interests in income of consolidated subsidiaries

   (0.8 )   (0.9 )

Loss on investment in foreign operations

   (11.4 )   —    

Depletion

   (2.6 )   (2.2 )

Revaluation of unrecognized tax benefits/reserve requirements

   (10.4 )   1.1  

Other items, net

   (1.5 )   (2.8 )
            

Effective income tax rate

   (3.6 %)   19.8 %
            

 

(a)

Includes the benefits of lower foreign tax rates on earnings.

Minority Interests in Income of Consolidated Subsidiaries

Minority interests’ share of net income was $18.8 million in 2008 compared to $17.6 million in 2007. This increase of $1.2 million is due primarily to increased earnings of JBC primarily due to improved pricing and margins offset by results from our joint venture Stannica, LLC.

Equity in Net Income of Unconsolidated Investments

Equity in net income of unconsolidated investments was $23.1 million for 2008 compared to $24.6 million in 2007. This net decrease of $1.5 million is due primarily to lower equity earnings from our Catalysts joint venture FCC S.A. and our Magnifin joint venture in our Polymer Additives segment, offset by improved performance in our Eurecat S.A. joint venture in our Catalysts segment.

Net Income

Our net income decreased 15% to $194.2 million in 2008 from $229.7 million in 2007 primarily due to special charges associated with our Port de Bouc facility disposition ($33.4 million after income taxes) and restructuring activities principally due to a reduction in force at various company locations ($16.8 million after income taxes) and lower margins, offset by lower effective income tax rates largely attributable to one-time tax benefits during 2008 associated with the settlement of certain IRS tax audits.

Segment Information Overview. We have identified three reportable segments as required by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Our Polymer Additives segment is comprised of the flame retardants and stabilizers and curatives product areas. Our Catalysts segment is comprised of the refinery catalysts and polyolefin catalysts product areas. Our Fine Chemicals segment is comprised of the performance chemicals and fine chemistry services and intermediates product areas. Segment income represents operating profit (adjusted for significant non-recurring items) and equity in net income of unconsolidated investments and is reduced by minority interests in income of our consolidated subsidiaries, Stannica LLC and JBC. Following the July 31, 2007 acquisition of controlling interests in the Jinhai antioxidants business in China, the joint ventures were accounted for as consolidated subsidiaries with minority interests in income recorded for the remaining 25% ownership maintained by a third party. Effective June 30, 2008, we acquired the remaining 25% of the Jinhai antioxidants business. Segment data includes intersegment transfers of raw materials at cost, foreign exchange transaction gains and losses and allocations for certain corporate costs.

 

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     Year Ended December 31,     Percentage
Change
 
     2008     % of
net sales
    2007     % of
net sales
    2008 vs 2007  
     (In millions, except percentages)  

Net sales:

  

Polymer Additives

   $ 915.5     37.1 %   $ 904.5     38.7 %   1 %

Catalysts

     923.8     37.4 %     894.2     38.3 %   3 %

Fine Chemicals

     627.8     25.5 %     537.5     23.0 %   17 %
                              

Total net sales

   $ 2,467.1     100.0 %   $ 2,336.2     100.0 %   6 %
                              

Segment operating profit:

          

Polymer Additives

   $ 92.6     10.1 %   $ 134.4     14.9 %   (31 )%

Catalysts

     142.7     15.4 %     135.4     15.1 %   5 %

Fine Chemicals

     99.9     15.9 %     95.9     17.8 %   4 %
                      

Subtotal

     335.2         365.7       (8 )%
                      

Minority interests in income of consolidated subsidiaries:

          

Polymer Additives

     (7.2 )       (9.1 )     (21 )%

Catalysts

     —           —         —   %

Fine Chemicals

     (11.4 )       (9.0 )     27 %

Corporate & Other

     (0.2 )       0.5       *  
                      

Total minority interests in income of consolidated subsidiaries

     (18.8 )       (17.6 )     7 %
                      

Equity in net income of unconsolidated investments:

          

Polymer Additives

     3.4         5.4       (37 )%

Catalysts

     19.9         19.2       4 %

Fine Chemicals

     —           —         —   %

Corporate & Other

     (0.2 )       —         *  
                      

Total equity in net income of unconsolidated investments

     23.1         24.6       (6 )%
                      

Segment income:

          

Polymer Additives

     88.8     9.7 %     130.7     14.4 %   (32 )%

Catalysts

     162.6     17.6 %     154.6     17.3 %   5 %

Fine Chemicals

     88.5     14.1 %     86.9     16.2 %   2 %
                      

Total segment income

     339.9         372.2       9 %

Corporate & Other

     (50.3 )       (50.4 )     0 %

Port de Bouc disposition charges

     (38.5 )       —         *  

Restructuring charges

     (25.8 )       —         *  

Dayton facility closure charge

     —           (4.9 )     *  

Interest and financing expenses

     (38.2 )       (38.3 )     0 %

Other income (expenses), net

     0.6         6.2       *  

Income tax benefit (expense)

     6.5         (55.1 )     *  
                      

Net income

   $ 194.2       $ 229.7       (15 )%
                      

 

* Calculation is not meaningful.

 

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Polymer Additives

Our Polymer Additives segment recorded net sales for 2008 of $915.5 million, up $11.0 million, or 1%, versus 2007. This increase was attributable to higher year over year pricing in certain of our proprietary products and favorable foreign exchange rates offset by reduced volumes in our mineral flame retardants and a sharp fourth quarter decline in volumes of some of our brominated flame retardants serving the electronics end-markets. Net sales declined in our stabilizers and curatives product lines primarily due to reduced volumes in our antioxidants and special intermediates products, partially offset by favorable foreign exchange rates. Segment income decreased by 32% to $88.8 million due mainly to lower flame retardant volumes and increased raw material and other costs, partially offset by improved pricing and favorable foreign exchange rates, for 2008 as compared to 2007.

Catalysts

Our Catalysts segment recorded net sales for 2008 of $923.8 million, up $29.6 million, or 3%, versus 2007. This increase is a result of pricing improvements in FCC refinery catalysts and polyolefin catalysts partially offset by reduced volumes in HPC. Segment income increased $8.0 million or 5%, to $162.6 million due mainly to higher pricing partially offset by increased raw material costs.

Fine Chemicals

Our Fine Chemicals segment recorded net sales for 2008 of $627.8 million, up $90.3 million, or 17%, versus 2007. This increase is a result of pricing improvements in our performance chemicals business, improved pricing and volumes in our fine chemistry portfolios, the acquisition of our Sorbent mercury control business in the third quarter of 2008 and favorable foreign exchange rates. Segment income for 2008 was $88.5 million, up $1.6 million, or 2%, compared to 2007 due mainly to increased pricing, favorable product mix and favorable foreign exchange rates partially offset by higher costs from reduced bromine utilizations in polymer additives flame retardants.

Corporate and Other

For 2008, our Corporate and Other expenses were comparable to 2007.

Comparison of 2007 to 2006

Net Sales

For 2007, we recorded net sales of $2,336.2 million, a decrease of $32.3 million, or 1%, compared to net sales of $2,368.5 for 2006. This decrease was due primarily to reduced volumes in all segments and the disposition of our Thann, France facility, partially offset by improved pricing/mix in all segments. Overall, volumes declined 10%, price/mix increased 7% and foreign currency increased 2% compared to 2006.

Our Polymer Additives segment’s net sales for 2007 decreased $15.9 million, or 2%, compared to 2006 primarily due to an 11% decline in volume, partially offset by an improvement in price/mix of 7% and an increase of 2% related to foreign currency. Our Catalysts segment’s net sales increased $55.2 million, or 7%, due mainly to an 8% improvement in price/mix and an increase of 3% related to foreign currency, partially offset by a 4% decline in volume. Fine Chemicals’ net sales decreased $71.6 million, or 12%, primarily due to the disposition of our Thann, France facility in addition to reduced volumes of 8%, partially offset by improved price/mix of 4% and an increase of 2% in foreign currency. For a detailed discussion of revenues and segment income before taxes for each segment see “Segment Information Overview” below.

Gross Profit

For 2007, our gross profit increased $71.7 million, or 13%, from 2006 to $622.5 million due to improved pricing partially offset by reduced volumes and increased manufacturing and raw material costs. Our gross profit margin for 2007 increased to 26.6% from 23.3% in 2006 due partially to the disposition of our Thann, France facility, which had historically low profit margins.

Selling, General and Administrative Expenses

For 2007, our SG&A expenses increased $7.2 million, or 3%, from 2006. This increase was primarily due to an increase in salaries and other employee benefit expenses of $4.2 million and outside legal and consulting services of $2.7 million. As a percentage of net sales, SG&A expenses were 10.5% in 2007 versus 10.0% in 2006.

Research and Development Expenses

For 2007, our research and development expenses increased $16.4 million, or 35%, from 2006. This increase was primarily due to higher investments in new catalysts to satisfy the needs in both traditional and alternative fuels markets and in new polymer additives and fine chemicals products. As a percentage of net sales, research and development expenses were 2.7% in 2007 versus 2.0% in 2006.

 

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Interest and Financing Expenses

Interest and financing expenses for 2007 decreased $5.7 million, or 13%, from 2006 to $38.3 million due to lower average outstanding debt levels as well as an increased amount of capitalized interest in 2007 as a result of our Bayport, Texas plant expansion.

Other Income (Expenses), Net

Other income (expenses), net for 2007 increased $6.3 million from 2006 to $6.2 million primarily due to a $3.0 million foreign exchange adjustment on foreign denominated debt of JBC, which occurred in 2006, and an increase in interest income of $1.6 million.

Income Taxes

Our effective tax rate fluctuates based on, among other factors, where income is earned, the level of income relative to available tax credits and tax planning opportunities available to us. For 2007, our effective income tax rate was 19.8% compared to 1.6% for 2006. The effective tax rate in 2007 reflects a $2.1 million benefit from an enacted tax rate reduction in Germany as well as favorable adjustments totaling $8.4 million identified in the completion of various income tax filings. In 2007, we recorded a valuation allowance of $9.4 million, including $8.9 million relating to a capital loss carryover that will more likely than not expire unused. The 2006 period was impacted by the reduction in pre-tax income caused by the Thann divestiture charge of $89.2 million and the associated tax benefit of $30.8 million, or 34.5%, on that charge. Excluding the Thann charge and related tax impact, the effective tax rate for 2006 was 14.8%.

The significant differences between the U.S. federal statutory income tax rate on pretax income and the effective income tax rate for 2007 and 2006, respectively, are as follows:

 

     % of Income Before Income Taxes  
     2007     2006  

Federal statutory rate

   35.0 %   35.0 %

State taxes, net of federal tax benefit

   0.3     0.4  

Increase in valuation allowance

   3.4     0.4  

Foreign tax rate differences(a)

   (12.5 )   (16.6 )

Impact of foreign earnings(b)

   (0.9 )   (8.5 )

Tax rate changes (benefit)

   (0.7 )   (6.9 )

Effect of minority interests in income of consolidated subsidiaries

   (0.9 )   (1.5 )

Extraterritorial income exclusion

   —       (1.4 )

Depletion

   (2.2 )   (1.2 )

Revaluation of unrecognized tax benefits/reserve requirements

   1.1     2.7  

Other items, net

   (2.8 )   (0.8 )
            

Effective income tax rate

   19.8 %   1.6 %
            

 

(a)      Includes the benefits of lower foreign tax rates on earnings which management has designated as permanent reinvestment.

(b)      Relates mainly to earnings from foreign operations not designated as permanent reinvestment.

         

        

Minority Interests in Income of Consolidated Subsidiaries

Minority interests’ share of net income was $17.6 million in 2007 compared to $13.2 million in 2006. This increase of $4.4 million is due primarily to increased earnings of JBC primarily due to improved pricing and margins. In addition, the expense in 2006 includes a benefit for the minority interest portion of the foreign exchange adjustment on foreign denominated debt of JBC. See Other Income (Expenses), Net above.

Equity in Net Income of Unconsolidated Investments

Equity in net income of unconsolidated investments was $24.6 million for 2007 compared to $25.0 million in 2006. This decrease of $0.4 million is due primarily to lower equity earnings from our Catalysts segment joint venture Nippon Ketjen as a result of decreased volumes. This decrease is partially offset by additional equity earnings in our other Catalysts segment joint ventures.

 

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Net Income

Our net income increased 61% to $229.7 million in 2007 from $143.0 million in 2006 primarily due to improved margins and the Fine Chemicals segment Thann divestiture charge of $89.2 million ($58.4 million after income taxes) in 2006.

 

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Segment Information Overview

 

     Year Ended December 31,     Percentage
Change
 
     2007     % of
net sales
    2006     % of
net sales
    2007 vs 2006  
     (In millions, except percentages)  

Net sales:

  

Polymer Additives

   $ 904.5     38.7 %   $ 920.4     38.9 %   (2 )%

Catalysts

     894.2     38.3 %     839.0     35.4 %   7 %

Fine Chemicals

     537.5     23.0 %     609.1     25.7 %   (12 )%
                              

Total net sales

   $ 2,336.2     100.0 %   $ 2,368.5     100.0 %   (1 )%
                              

Segment operating profit:

          

Polymer Additives

   $ 134.4     14.9 %   $ 151.3     16.4 %   (11 )%

Catalysts

     135.4     15.1 %     103.4     12.3 %   31 %

Fine Chemicals

     95.9     17.8 %     68.6     11.3 %   40 %
                      

Subtotal

     365.7         323.3       13 %
                      

Minority interests in income of consolidated subsidiaries:

          

Polymer Additives

     (9.1 )       (8.9 )     2 %

Catalysts

     —           —         —   %

Fine Chemicals

     (9.0 )       (6.4 )     41 %

Corporate & Other

     0.5         2.1       *  
                      

Total minority interests in income of consolidated subsidiaries

     (17.6 )       (13.2 )     33 %
                      

Equity in net income of unconsolidated investments:

          

Polymer Additives

     5.4         5.0       8 %

Catalysts

     19.2         20.1       (4 )%

Fine Chemicals

     —           —         —   %

Corporate & Other

     —           (0.1 )     *  
                      

Total equity in net income of unconsolidated investments

     24.6         25.0       (2 )%
                      

Segment income:

          

Polymer Additives

     130.7     14.4 %     147.4     16.0 %   (11 )%

Catalysts

     154.6     17.3 %     123.5     14.7 %   25 %

Fine Chemicals

     86.9     16.2 %     62.2     10.2 %   40 %
                      

Total segment income

     372.2         333.1       12 %

Corporate & Other

     (50.4 )       (54.6 )     (8 )%

Dayton facility closure charge

     (4.9 )       —         *  

Loss on Thann facility divestiture

     —           (89.2 )     *  

Interest and financing expenses

     (38.3 )       (44.0 )     (13 )%

Other income (expenses), net

     6.2         (0.1 )     *  

Income tax expense

     (55.1 )       (2.2 )     *  
                      

Net income

   $ 229.7       $ 143.0       61 %
                      

 

* Calculation is not meaningful.

 

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Polymer Additives

Our Polymer Additives segment recorded net sales for 2007 of $904.5 million, down $15.9 million, or 2%, versus 2006. Net sales declined in our flame retardant portfolio primarily due to reduced volumes in our tetrabrom product line, partially offset by higher year-over-year pricing in certain of our proprietary products and favorable foreign exchange rates. Net sales improved in stabilizers and curatives product lines due to the effects of improved pricing and favorable foreign exchange rates partially offset by slightly reduced volumes. Segment income decreased by 11% to $130.7 million due mainly to lower tetrabrom volumes and increased raw material and other costs, partially offset by improved pricing and favorable foreign exchange rates, for 2007 as compared to 2006.

Catalysts

Our Catalysts segment recorded net sales for 2007 of $894.2 million, up $55.2 million, or 7%, versus 2006. This increase is a result of pricing improvements in FCC refinery catalysts and polyolefin catalysts partially offset by reduced volumes in refinery catalysts. Segment income increased 25%, or $31.1 million, to $154.6 million due mainly to higher pricing and additional equity earnings in several of our Catalysts segment joint ventures, partially offset by increased raw material costs and a decrease in equity earnings from our Nippon Ketjen joint venture. In addition, our Catalysts segment income for 2007 includes a $2.1 million pre-tax benefit from the elimination of an employee benefit plan.

Fine Chemicals

Our Fine Chemicals segment recorded net sales for 2007 of $537.5 million, down $71.6 million, or 12%, versus 2006. This decrease was due mainly to the disposition of our Thann, France facility, a decline in our custom service products, and is partially offset by the acquisition of the South Haven, Michigan facility and improved pricing in our bromine portfolio and fine chemistry services business. Segment income for 2007 was $86.9 million, up $24.7 million, or 40%, from 2006 due mainly to increased pricing, improved plant production efficiencies and favorable foreign exchange rates.

Corporate and Other

For 2007, our Corporate and Other expenses decreased $4.2 million, or 8%, to $50.4 million from 2006. This decrease was primarily due to a reduction in certain employee benefit expenses partially offset by an increase in legal and consulting costs.

Summary of Critical Accounting Policies and Estimates

Estimates, Assumptions and Reclassifications

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Listed below are the estimates and assumptions that we consider to be critical in the preparation of the financial statements.

Certain amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to the current presentation.

Recovery of Long-Lived Assets. We evaluate the recovery of our long-lived assets on a segment basis by periodically analyzing our operating results and considering significant events or changes in the business environment.

Income Taxes. We assume the deductibility of certain costs in our income tax filings and estimate the future recovery of deferred tax assets.

Environmental Remediation Liabilities. We estimate and accrue the costs required to remediate a specific site depending on site-specific facts and circumstances. Cost estimates to remediate each specific site are developed by assessing (1) the scope of our contribution to the environmental matter, (2) the scope of the anticipated remediation and monitoring plan, and (3) the extent of other parties’ share of responsibility.

Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

 

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Revenue Recognition

We recognize sales when the revenue is realized or realizable, and has been earned, in accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements.” We recognize net sales as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. Significant portions of our sales are sold free on board (FOB) shipping point or on an equivalent basis, and other transactions are based upon specific contractual arrangements. Our standard terms of delivery are generally included in our contracts of sale, order confirmation documents and invoices. We recognize revenue from services when performance of the services has been completed. We have a limited amount of consignment sales that are billed to the customer upon monthly notification of amounts used by the customers under these contracts.

Goodwill and Other Intangible Assets

We account for goodwill and other intangibles acquired in a business combination in conformity with SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and indefinite-lived intangible assets not be amortized.

We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. We measure the fair value based on present value techniques involving future cash flows. Future cash flows include assumptions for sales volumes, selling prices, raw material prices, labor and other employee benefit costs, capital additions and other economic or market related factors. Significant management judgment is involved in estimating these variables and they include inherent uncertainties since they are forecasting future events. We use a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing. Our WACC calculation includes factors such as the risk-free rate of return, borrowing costs and expected equity premiums. The factors in this calculation are largely external to our company, and therefore, are beyond our control. We test our recorded goodwill balances for impairment in the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of our reporting units below their carrying amounts.

Definite-lived intangible assets, such as purchased technology, patents, customer lists and trade names are amortized over their estimated useful lives, generally for periods ranging from three to fifty years. We continually evaluate the reasonableness of the useful lives of these assets and test for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” See Note 10, “Goodwill and Other Intangibles” to our consolidated financial statements included in Item 8 beginning on page 44.

Pension Plans and Other Postretirement Benefits

We follow the guidance of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of certain requirements of FASB Statements No. 87, 106 and 132(R),” or SFAS No. 158, SFAS No. 87, “Employers’ Accounting for Pensions,” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” when accounting for pension and postretirement benefits. Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. As required under SFAS No. 158, we recognize a balance sheet asset or liability for each of the pension or postretirement benefit plans equal to the plan’s funded status as of the measurement date. The difference between a plan’s funded status and its balance sheet position prior to adoption of the standard is recognized, net of tax, as a component of “accumulated other comprehensive (loss) income” in the shareholders’ equity section of the consolidated balance sheets. The primary assumptions are as follows:

 

   

Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.

 

   

Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of investments held by the plans as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the net benefit costs recorded currently.

 

   

Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.

 

   

Rate of Increase in the Per Capita Cost of Covered Health Care Benefits—We project the expected increases in the cost of covered health care benefits.

During 2008, we made changes to the assumptions related to the discount rate, the rate of compensation increase for salary related plans and the rate of increase in the per capita cost of covered health care benefits. We consider available information that we deem relevant when selecting each of these assumptions.

In selecting the discount rate, consideration is given to indices such as Moody’s Aa, the International Index Company, and iBoxx, as well as a yield curve derived from fixed-income security yields. The yield curve is generally based on a universe containing

 

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country specific Aa-graded or better corporate bonds without special features or options, which could affect the duration. In some countries, the yield curve may be based on local government bond rates with a premium added to reflect corporate bond risk. Payments we expect to be made from our retirement plans are applied to the resulting yield curve. For each plan, the discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments. At December 31, 2008, the weighted-average discount rate was increased for the pension plans from 6.39% to 6.45% and for the other postretirement plans from 6.40% to 6.55% to reflect market conditions as of the December 31, 2008 measurement date.

In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan as well as the expected long-term allocation of plan assets to these investments. At December 31, 2008, the weighted-average expected rate of return on pension plan assets remained at 8.71%. There was no change in the weighted-average expected 7.00% return on other postretirement benefit plan assets either. Our U.S. defined benefit plan for non-represented employees was closed to new participants effective March 31, 2004. We adopted a defined contribution pension plan for U.S. employees hired after March 31, 2004.

In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates. At December 31, 2008 and 2007, the assumed weighted-average rate of compensation increase changed to 4.03% from 4.08%, respectively, for the pension plans. The assumed weighted-average rate of compensation remained at 4.25% for the other postretirement plans at December 31, 2008 and 2007.

In selecting the rate of increase in the per capita cost of covered health care benefits, we consider past performance and forecasts of future health care cost trends. At December 31, 2008, the previously assumed ultimate rate of increase in the per capita cost of covered health care benefits for U.S. retirees decreased by 0.25%. For 2009, the assumed trend rate for pre-65 coverage is 8.5% per year, decreasing to an ultimate rate of 5.0% in the year 2017. The 2009 assumed trend rate for post-65 coverage is 12% per year, decreasing to an ultimate rate of 5.0% in the year 2020.

The effect of a 1% increase in the U.S. health care cost trend rate would increase the benefit obligation by $0.1 million and would increase the service and interest benefit cost components by a minimal amount. A 1% decrease in the U.S. heath care cost trend rate would decrease the benefit obligation by $0.2 million and would decrease the service and interest benefit cost components by a minimal amount.

A variance in the assumptions discussed above would have an impact on the projected benefit obligations, the accrued other postretirement benefit liabilities, and the annual net periodic pension and other postretirement benefit cost. The following table reflects the sensitivities associated with a hypothetical change in certain assumptions, primarily in the U.S. (in thousands):

 

     (Favorable) Unfavorable  
     1% Increase     1% Decrease  
     Increase (Decrease)
in Benefit Obligation
    Increase (Decrease)
in Benefit Cost
    Increase (Decrease)
in Benefit Obligation
    Increase (Decrease)
in Benefit Cost
 

Actuarial Assumptions

        

Discount Rate:

        

Pension

   $ (53,323 )   $ (4,540 )   $ 64,519     $ 5,137  

Other postretirement benefits

     (5,305 )     (209 )     6,303       518  

Expected return on plan assets:

        

Pension

     *       (4,835 )     *       4,835  

Other postretirement benefits

     *       (82 )     *       82  

Rate of increase (decrease) in per capita cost of covered health care benefits

     113       7       (178 )     (12 )

 

* Not applicable.

Income Taxes

We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred tax assets are also provided for operating losses, capital losses and certain tax credit carryovers. A valuation allowance, reducing deferred tax assets, is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of such deferred tax assets is dependent upon the generation of sufficient future taxable income of the appropriate character. Although realization is not assured, we believe it is more likely than not that the net deferred tax assets will be realized.

 

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We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Interest and penalties related to income tax liabilities are included in income tax expense.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2005. All U.S. federal income tax issues for the tax years 2000 through 2004 were resolved as of December 2008. The IRS is currently reviewing our income tax returns for the tax years 2005 through 2007.

With respect to jurisdictions outside the U.S., we are no longer subject to income tax audits for years before 2002. During 2008, we completed the tax audits for the following tax jurisdictions and respective tax years: Belgium, 2005 through 2006; United Kingdom, 2003; and the Netherlands, 2004 through 2005. No significant tax was assessed for these audits. The German tax authorities are examining tax years 2002 through 2005, and we anticipate a resolution during 2009.

While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than our accrued position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

Since the timing of resolutions and/or closure of tax audits are uncertain, it is difficult to predict with certainty the range of reasonably possible significant increases or decreases in the liability for unrecognized tax benefits that may occur within the next twelve months. Our current view is that it is reasonably possible that we could record a decrease in the liability for unrecognized tax benefits, relating to a number of issues, up to approximately $33.3 million as a result of settlements with taxing authorities and closure of tax statutes.

As of September 30, 2006 and continuing in 2007 and 2008, we designated the undistributed earnings of substantially all of our foreign operations as permanently reinvested and, as a result, recorded a tax benefit in 2006 of $1.6 million due to the reversal of previously recorded deferred tax liabilities. We will not provide for deferred income taxes on the future earnings of these subsidiaries as a result of this designation. Our foreign earnings are computed under U.S. federal tax earnings and profits, or E&P, principles. In general, to the extent our financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred taxes have not been provided, as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is not practicable. We provide for deferred income taxes on our undistributed earnings of foreign operations that are not deemed to be permanently reinvested.

Stock-based Compensation Expense

The fair value of restricted stock awards and performance unit awards is determined based on the number of shares or units granted and the quoted price of our common stock at grant date, and the fair value of stock options is determined using the Black-Scholes valuation model. The fair value of these awards is determined after giving affect to estimated forfeitures. Such value is recognized as expense over the service period (generally the vesting period of the equity grant). To the extent restricted stock awards, performance unit awards and stock options are forfeited prior to vesting in excess of the estimated forfeiture rate, the corresponding previously recognized expense is reversed as an offset to operating expenses.

Internal Control Over Financial Reporting

Section 404 of the Sarbanes Oxley Act of 2002, or SOX 404, requires that we make an assertion as to the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K filings. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, provides its assessment of our effectiveness of internal control over financial reporting. In order to make our assertion, we are required to identify material financial and operational processes, document internal controls supporting the financial reporting process and evaluate the design and effectiveness of these controls. See “Management’s Report on Internal Control Over Financial Reporting” in Item 8.

We have a dedicated SOX 404 team in-house to facilitate ongoing internal control reviews, coordinate the process for these reviews, provide direction to the business groups and corporate staff involved in the initiative and assist in the assessment of internal control over financial reporting. A Steering Committee, comprised of personnel from Finance and Alliance Services, is in place to set uniform guiding principles and policies, review the progress of the compliance activities, and direct the efforts of the SOX 404 Team. Status and updates are provided to our Audit Committee of our Board of Directors on an ongoing basis. We also retained an accounting firm other than our independent registered public accounting firm to assist us in our compliance with SOX 404.

 

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Our SOX 404 effort involves many of our employees around the world, including participation by our business areas and our Alliance Services group. We view our ongoing evaluation of our internal control over financial reporting as more than a regulatory exercise—it provides us an opportunity to continually assess our financial control environment and make us a more effective company.

Financial Condition and Liquidity

Overview

The principal uses of cash in our business generally have been investment in our assets, funding working capital and repayment of debt. In 2008, we made a $25.0 million voluntary contribution to our U.S. defined benefit pension plans. Historically, cash to fund the needs of our business has been principally provided by funds from operations, debt financing and equity issuances.

We are continuing our program to improve working capital efficiency and working capital metrics particularly in the areas of accounts receivable and inventory. We expect the combination of our current cash balances and availability under our March 2007 credit agreement, which is discussed below, to remain sufficient to fund working capital requirements for the foreseeable future.

Cash Flow

Our cash balance increased by $122.7 million to $253.3 million at December 31, 2008 from $130.6 million at December 31, 2007. For 2008, our operations provided $315.7 million of cash compared to $242.5 million in 2007. This increase of $73.2 million is primarily due to a decrease in accounts receivable and an increase in accounts payable, partially offset by a decrease in profitability and income taxes payable and an increase in pension and postretirement contributions. Cash flows from operating activities funded investing activities of $163.7 million, which consisted principally of acquisitions and capital expenditures for plant machinery and equipment improvements. Remaining cash flows from operating activities and net proceeds from borrowings of $207.1 million were used to purchase $169.0 million of our common stock and pay quarterly dividends to shareholders totaling $42.3 million.

Net current assets increased $90.1 million to $740.6 million at December 31, 2008 from $650.5 million at December 31, 2007. The increase in net current assets was due primarily to an increase in cash, inventory, and other current assets partially offset by a decrease in accounts receivable and an increase in accounts payable.

Cash and cash equivalents at December 31, 2007 were $130.6 million, down $18.9 million from $149.5 million at year-end 2006. For 2007, cash flows provided from operating activities of $242.5 million, together with $107.9 million of proceeds from borrowings and $21.9 million of proceeds from the exercise of stock options, were used primarily to cover operating activities, repay debt of $133.5 million, fund capital expenditures totaling $98.7 million, purchases of $101.2 million of our common stock, pay quarterly dividends to shareholders totaling $40.0 million, and acquire additional interests of $17.9 million in our two antioxidant joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited.

Capital expenditures in 2008 of $99.7 million were used for plant machinery and equipment improvements and were comparable to 2007 expenditures of $98.7 million. We expect our capital expenditures to be approximately $120.0 million in 2009 mainly due to increases in plant machinery and equipment in our Catalysts and Fine Chemicals segments. However, we will be closely monitoring our willingness to fund that budget in light of the global economic situation, and our cash generation as the year progresses. We anticipate that future capital spending should be financed primarily with cash flow provided from operations with additional cash needed, if any, provided by borrowings, including borrowings under our March 2007 credit agreement. The amount and timing of any additional borrowings will depend on our specific cash requirements.

Long-Term Debt

We currently have outstanding $325.0 million of 5.10% senior notes due in 2015, or the senior notes. The senior notes are senior unsecured obligations and rank equally with all of our other senior unsecured indebtedness from time to time outstanding. The senior notes will be effectively subordinated to any of our future secured indebtedness and to the existing and future indebtedness of our subsidiaries. We may redeem the senior notes before their maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the senior notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the indenture governing the senior notes) plus 15 basis points, plus, in each case, accrued interest thereon to the date of redemption.

The principal amount of the senior notes becomes immediately due and payable upon the occurrence of certain bankruptcy or insolvency events involving us or certain of our subsidiaries and may be declared immediately due and payable by the trustee or the

 

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holders of not less than 25% of the senior notes upon the occurrence of an event of default. Events of default include, among other things: failure to pay principal or interest at required times; failure to perform or remedy a breach of covenants within prescribed periods; an event of default on any of our other indebtedness or certain indebtedness of our subsidiaries of $40.0 million or more that is caused by a failure to make a payment when due or that results in the acceleration of that indebtedness before its maturity; and certain bankruptcy or insolvency events involving us or certain of our subsidiaries. We believe that as of December 31, 2008, we were, and currently are, in compliance with all of the covenants of the indenture governing the senior notes.

For additional funding and liquidity purposes, we currently maintain a $675.0 million five-year unsecured revolving senior credit facility, which we refer to as the March 2007 credit agreement. The March 2007 credit agreement provides for an additional $200.0 million in credit, if needed, upon additional loan commitments by our existing and/or additional lenders. The total spreads and fees can range from 0.32% to 0.675% over the London inter-bank offered rate, or LIBOR, applicable to the currency of denomination of the borrowing and are based upon our credit rating from one of the major credit rating agencies. There were aggregate borrowings outstanding under the March 2007 credit agreement of $495.0 million at December 31, 2008. Borrowings under the March 2007 credit agreement bear interest at variable rates, which was a weighted average of 3.07% during the fourth quarter of 2008.

In March 2008, we exercised an option under the March 2007 credit agreement to extend the maturity date from March 2012 to March 2013. Lenders representing 87.4% of the commitments, or $590.0 million out of $675.0 million, approved the extension. No other changes to the agreement were part of the extension, and no fees, other than attorney fees, were paid. As a result of the extension, $85.0 million and $590.0 million in commitments now have a maturity/expiration date of March 2012 and March 2013, respectively.

Borrowings under our March 2007 credit agreement are conditioned upon compliance with the following covenants: (a) consolidated funded debt, as defined in the March 2007 credit agreement, must be less than or equal to 3.50 times consolidated EBITDA, as defined in the March 2007 credit agreement, as of the end of any fiscal quarter; (b) consolidated tangible domestic assets, as defined in the March 2007 credit agreement, must be greater than or equal to $750.0 million for us to make investments in entities and enterprises that are organized outside the U.S.; and (c) with the exception of liens specified in our March 2007 credit agreement, liens may not attach to assets when the aggregate amount of all indebtedness secured by such liens plus unsecured indebtedness, other than indebtedness incurred by our subsidiaries under the March 2007 credit agreement would exceed 20% of consolidated net worth, as defined in the March 2007 credit agreement. We believe that as of December 31, 2008, we were, and currently are, in compliance with all of the debt covenants under the March 2007 credit agreement.

The non-current portion of our long-term debt amounted to $906.1 million at December 31, 2008, compared to $707.3 million at December 31, 2007. In addition, at December 31, 2008, we had the ability to borrow an additional $174.6 million under our March 2007 credit agreement.

Off-Balance Sheet Arrangements

In the normal 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 $57.6 million at December 31, 2008. None of these off-balance sheet arrangements either 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

The following table summarizes our contractual obligations for plant construction, purchases of equipment and various take or pay and throughput agreements (in thousands):

 

     2009    2010    2011    2012    2013    Thereafter

Long-term debt obligations

   $ 22,752    $ 7,493    $ 5,122    $ 5,402    $ 539,563    $ 338,957

Capital lease obligation

     3,451      3,650      3,861      2,013      —        —  

Expected interest payments on long-term debt obligations*

     33,645      32,952      32,319      31,716      31,274      17,003

Operating lease obligations (rental)

     9,256      7,342      5,149      3,780      2,560      20,504

Take or pay / throughput agreements**

     80,696      16,733      11,236      5,308      5,250      12,910

Letters of credit and guarantees

     30,438      11,234      4,058      2,926      —        8,967

Capital projects

     35,827      3,671      1,052      —        —        —  

Facility divestiture obligation

     17,112      210      —        —        —        —  

Additional investment commitment payments

     45      —        —        —        —        —  
                                         

Total

   $ 233,222    $ 83,285    $ 62,797    $ 51,145    $ 578,647    $ 398,341
                                         

 

* These amounts are based on a weighted-average interest rate of 2.5% for the March 2007 credit agreement, 5.1% for the senior notes, and 4.8% for our remaining long-term debt obligations and capital lease for 2009. The weighted average rate for years 2010 and thereafter is 2.5% for the March 2007 credit agreement, 5.1% for the senior notes, and 4.2% for our remaining long-term debt obligations and capital lease.

 

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** These amounts primarily relate to contracts entered into with certain third party vendors in the normal course of business to secure raw materials for our production processes. In order to secure materials, sometimes for long durations, these contracts mandate a minimum amount of product to be purchased at predetermined rates over a set timeframe.

Amounts in the table above exclude required employer pension contributions. We have determined that the expected 2009 contributions to our domestic nonqualified and foreign qualified and nonqualified pension plans should approximate $9.0 million. We may choose to make additional pension contributions above this amount. We have made $37.1 million in contributions to our qualified and nonqualified pension plans during the year ended December 31, 2008.

The liability for unrecognized tax benefits, including interest and penalties, recorded in “Other noncurrent liabilities” totaled $81.3 million and $107.2 million at December 31, 2008 and 2007, respectively. Related assets for corresponding offsetting benefits recorded in “Other assets” totaled $39.9 million and $50.0 million at December 31, 2008 and 2007, respectively. We cannot estimate the amounts of any cash payments during the next twelve months associated with these liabilities and are unable to estimate the timing of any such cash payments in the future at this time.

Liquidity Outlook

We anticipate that cash provided from operating activities in the future and borrowings under our March 2007 credit agreement should be sufficient to pay our operating expenses, satisfy debt service obligations, fund capital expenditures and pension contributions, and make dividend payments for the foreseeable future. In addition, as we have historically done, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may require additional liquidity.

While we maintain business relationships with a diverse group of financial institutions, their continued viability is not certain and could lead them not to honor their contractual credit commitments or renew their extensions of credit or provide new sources of credit. Recently, the capital markets have become increasingly volatile as a result of adverse conditions that have caused the consolidation, failure and near failure of a number of large financial services companies. If the capital markets continue to experience volatility and the availability of funds remains limited, we may incur increased costs associated with borrowings. In addition, it is possible that our ability to access the capital markets may be limited by these or other factors at a time when we would like, or need, to do so, which could have an impact on our ability to finance our businesses or react to changing economic and business conditions. While we believe that recent governmental and regulatory actions reduce the risk of a further deterioration or systemic contraction of capital markets, there can be no certainty that our liquidity will not be negatively impacted. In addition, our cash flows from operations may be adversely affected by adverse consequences to our customers and the markets in which we compete as a result of the current financial, economic, and capital market conditions and uncertainty.

On December 31, 2008, we had approximately 56% of our cash in U.S. Treasury or equivalent securities. The increased concentration of short-term investments in U.S. treasury or equivalent securities, in part, reflects our effort to mitigate the counterparty risk attendant to the aforementioned capital market conditions. In addition, we have untapped lines of credit in excess of $319.0 million available. With generally strong cash generative businesses and minimal significant debt maturities before 2013, we believe we have a solid liquidity position given the current financial market situation.

Safety and Environmental Matters

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 earnings or our competitive position, but the costs associated with increased legal or regulatory requirements could have an adverse effect on our 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, or PRP, and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Management believes that in most cases, our participation 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 be material to operations.

 

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Our environmental and safety operating costs charged to expense were $41.6 million, $42.9 million and $35.8 million in 2008, 2007 and 2006, respectively, excluding depreciation of previous capital expenditures, and are expected to be in the same range in the next few years. Costs for remediation have been accrued and payments related to sites are charged against accrued liabilities, which at December 31, 2008 totaled approximately $19.0 million, down $4.1 million from $23.1 million at December 31, 2007.

We believe that any sum we may be required to pay in connection with environmental remediation and asset retirement obligation matters in excess of the amounts recorded should occur over a period of time and should not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis, although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period. See also Item 3. Legal Proceedings on page 19.

Capital expenditures for pollution-abatement and safety projects, including such costs that are included in other projects, were approximately $21.4 million, $10.6 million and $5.7 million in 2008, 2007 and 2006, respectively. In the future, capital expenditures for these types of projects may increase due to more stringent environmental regulatory requirements and our efforts in reaching sustainability goals. Management’s estimates of the effects of compliance with governmental pollution-abatement and safety regulations are subject to (i) the possibility of changes in the applicable statutes and regulations or in judicial or administrative construction of such statutes and regulations, and (ii) uncertainty as to whether anticipated solutions to pollution problems will be successful, or whether additional expenditures may prove necessary.

Recently Issued Accounting Pronouncements

In December 2007, FASB issued SFAS No. 141R, “Business Combinations,” or SFAS No. 141R, which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This replaces the cost-allocation process in accordance with SFAS No 141, “Business Combinations,” which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS No. 141R will impact the manner in which we account for future business combinations.

In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or SFAS No. 160, which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. It also requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and the related presentation and disclosure requirements are to be applied retrospectively for all periods presented. As a result, upon adoption, we expect to retroactively reclassify the “Minority interest in consolidated subsidiaries” balance currently included in the “Other noncurrent liabilities” section of the consolidated balance sheet to a new component of equity with respect to noncontrolling interests in consolidated subsidiaries. This adoption will impact the presentation of Albemarle’s consolidated balance sheet and consolidated statement of income.

In December 2007, FASB ratified the consensuses of the Emerging Issues Task Force, or EITF, Issue No. 07-1, “Accounting for Collaborative Arrangements,” or EITF 07-1. The objective of EITF 07-1 is to define collaborative arrangements and to establish reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-1 is effective for fiscal years beginning after December 15, 2008. We have not yet determined what impact the adoption of EITF 07-1 will have on our consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position 157-2, “Partial Deferral of the Effective Date of Statement 157” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statement on a recurring basis, to fiscal years beginning after November 15, 2008. The adoption of the deferred portion of SFAS No. 157 on January 1, 2009 is not expected to have material impact on our consolidated financial statements.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133,” or SFAS No. 161, which changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the additional disclosures required upon adoption of SFAS No. 161.

In April 2008, FASB issued FASB Staff Position FAS No. 142-3, “Determination of the Useful Life of Intangible Assets,” or FSP FAS No. 142-3, which amends the factors an entity should consider in developing renewal or extension assumptions used in

 

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determining the useful life of recognized intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP FAS No. 142-3 must be applied prospectively to intangible assets acquired after the effective date. We will apply the guidance of FSP FAS No. 142-3 to intangible assets acquired after January 1, 2009.

In June 2008, FASB issued FASB Staff Position No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," or FSP EITF 03-6-1. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and therefore shall be included in the earnings per share calculation pursuant to the two class method described in SFAS No. 128, "Earnings Per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and requires all prior-period earnings per share data to be adjusted retrospectively. We do not believe the adoption of FSP EITF 03-6-1 will have an impact on our reported earnings per share or on our consolidated financial statements.

In November 2008, FASB ratified the consensuses of EITF Issue No. 08-06, “Equity Method Investment Accounting Considerations," or EITF 08-06. The objective of EITF 08-06 is to clarify how to account for certain transactions involving equity method investments considering that the application of the equity method is affected by SFAS No. 141R, “Business Combinations,” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” EITF 08-06 is effective for fiscal years beginning on or after December 15, 2008. We have not yet determined what impact the adoption of EITF 08-06 will have on our consolidated financial statements.

In December 2008, FASB issued FASB Staff Position FAS No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” or FSP FAS No. 132(R)-1. FSP FAS No. 132(R)-1 applies to employers subject to SFAS No. 132(R) and is effective for fiscal years ending after December 15, 2009. FSP FAS No. 132(R)-1 requires additional disclosures regarding benefit plan assets including (a) the investment allocation decision process, (b) the fair value of each major category of plan assets and (c) the inputs and valuation techniques used to measure the fair value of plan assets. We are currently evaluating the additional disclosures required upon adoption of FSP FAS No. 132(R)-1.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The primary currencies for which we have foreign currency exchange rate exposure are the European Union Euro, Japanese Yen, British Pound Sterling, Brazilian Real, Korean Won and the U.S. Dollar (in certain of its foreign locations). In response to the greater fluctuations in foreign currency exchange rates in recent periods, we have increased the degree of risk management activities to minimize the impact on earnings of future periods.

We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies and through the use from time-to-time of foreign exchange contracts. The principal objective of such contracts is to minimize the risks and/or costs associated with global operating activities. The counterparties to these contractual agreements are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the other parties, and no material loss would be expected from their nonperformance. We do not utilize financial instruments for trading or other speculative purposes.

We enter into foreign currency forward contracts, which generally expire within one year, in the regular course of business to assist in managing our exposure against foreign currency fluctuations on sales and intercompany transactions. The primary method to cover foreign currency exposure is to seek a natural hedge, in which the operating activities denominated in respective currencies balance in respect to timing and the underlying exposures. In the event a natural hedge is not available, a foreign currency forward contract may be employed to reduce currency exposure. While these contracts are subject to fluctuations in value, such fluctuations are generally offset by the value of the underlying foreign currency exposures being hedged. Gains and losses on foreign currency forward contracts are recognized currently in income, but do not have a significant impact on results of operations.

Our financial instruments, subject to foreign currency exchange risk, consist of foreign currency forward contracts and represented a net liability position of $0.2 million at December 31, 2008. We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming instantaneous 10% changes in foreign currency exchange rates from their levels as of December 31, 2008, with all other variables held constant. A 10% appreciation of the U.S. Dollar against foreign currencies would result in an increase of $0.8 million in the fair value of our foreign currency exchange hedging contracts. A 10% depreciation of the U.S. Dollar against foreign currencies would result in a decrease of $0.9 million in the fair value of our foreign currency exchange hedging contracts. The sensitivity in fair value of our foreign currency hedge portfolio represents changes in fair values estimated based on market conditions as of December 31, 2008, without reflecting the effects of underlying anticipated transactions. When those anticipated transactions are realized, actual effects of changing foreign currency exchange rates could have a material impact on our earnings and cash flows in future periods.

We are exposed to changes in interest rates that could impact our results of operations and financial condition. We manage the worldwide exposure of our interest rate risks and foreign exchange exposure through our regular operations and financing activities.

 

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We had outstanding variable interest rate borrowings of $544.0 million and $327.9 million at December 31, 2008 and 2007, respectively. These borrowings bore average interest rates of 1.92% and 5.35% at December 31, 2008 and 2007, respectively. A hypothetical 10% change (approximately 19 basis points) in the interest rate applicable to these borrowings would change our annualized interest expense by approximately $1.0 million as of December 31, 2008. We may enter into interest rate swaps, collars or similar instruments with the objective of reducing interest rate volatility relating to our borrowing costs.

Our raw materials are subject to price volatility caused by weather, supply conditions, political and economic variables, and other unpredictable factors. Historically, we have not used futures, options and swap contracts to manage the volatility related to the above exposures. However, the refinery catalysts business has used financing arrangements to provide long-term protection against changes in metals prices. We seek to limit our exposure by entering into long-term contracts when available, and we seek price increase limitations through contracts. These contracts do not have a significant impact on results of operations.

In 2004, we entered into treasury lock agreements, or T-locks, with a notional value of $275.0 million, to fix the yield on the U.S. Treasury security used to set the yield for approximately 85% of our January 2005 public offering of senior notes. The T-locks fixed the yield on the U.S. Treasury security at approximately 4.25%. The value of the T-locks resulted from the difference between (1) the yield-to-maturity of the 10-year U.S. Treasury security that had the maturity date most comparable to the maturity date of the senior notes issued and (2) the fixed rate of approximately 4.25%. The cumulative loss effect of the T-lock agreements was $2.2 million and is being amortized over the life of the senior notes as an adjustment to the interest expense of the senior notes. At December 31, 2008, there were losses of approximately $1.3 million ($0.8 million after income taxes) in accumulated other comprehensive loss that remain to be expensed.

In addition, certain of our operations use natural gas as a source of energy which can expose our business to market risk when the price of natural gas changes suddenly. In an attempt to mitigate the impact and volatility of price swings in the natural gas market, we purchase natural gas contracts, when appropriate, for a portion of our 12-month rolling forecast for North American natural gas requirements.

Our natural gas hedge transactions are executed with major financial institutions. Such derivatives are held to secure natural gas at fixed prices and not for trading. Our natural gas contracts qualify as cash flow hedges and are marked-to-market. The unrealized gains and/or losses on these contracts are deferred and accounted for in accumulated other comprehensive loss to the extent that the unrealized gains and losses are offset by the forecasted transaction. At December 31, 2008 and 2007, there were no natural gas hedge contracts outstanding. Additionally, any unrealized gains and/or losses on the derivative instrument that are not offset by the forecasted transaction are recorded in earnings as appropriate, but do not have a significant impact on results of operations.

 

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Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with management’s and our directors’ authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria for effective internal control over financial reporting described in the “Internal Control-Integrated Framework” set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management concluded that, as of December 31, 2008, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the Unites States. The conclusion of our principal executive officer and principal financial officer is based on the recognition that there are inherent limitations in all systems of internal control. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

 

/s/ MARK C. ROHR

    

/s/ RICHARD J. DIEMER, JR.

Mark C. Rohr      Richard J. Diemer, Jr.
Chairman of the Board, President and Chief Executive Officer (principal executive officer)     

Senior Vice President and Chief Financial Officer

(principal financial and accounting officer)

February 27, 2009      February 27, 2009

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Albemarle Corporation:

In our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Albemarle Corporation and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 17, "Pension Plans and other Postretirement Benefits”, and Note 18, “Income Taxes" to the consolidated financial statements, the Company changed the manner in which it accounts for defined benefit pension and other postretirement plans in 2006 and uncertain tax positions in 2007, respectively.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/S/ PricewaterhouseCoopers LLP

Richmond, Virginia

February 27, 2009

 

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CONSOLIDATED BALANCE SHEETS

 

(In Thousands)

 

December 31

   2008     2007

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 253,303     $ 130,551

Trade accounts receivable, less allowance for doubtful accounts (2008—$1,899; 2007—$847)

     280,601       370,676

Other accounts receivable

     47,157       54,686

Inventories:

    

Finished goods

     395,919       348,274

Raw materials

     95,617       73,581

Stores, supplies and other

     47,321       50,971
              
     538,857       472,826

Other current assets

     59,005       35,267
              

Total current assets

     1,178,923       1,064,006
              

Property, plant and equipment, at cost

     2,322,996       2,314,509

Less accumulated depreciation and amortization

     1,310,648       1,275,966
              

Net property, plant and equipment

     1,012,348       1,038,543
              

Prepaid pension assets

     —         67,273

Investments

     121,951       128,170

Other assets

     113,717       101,487

Goodwill

     278,767       270,185

Other intangibles, net of amortization

     167,011       171,354
              

Total assets

   $ 2,872,717     $ 2,841,018
              

Liabilities and Shareholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 224,333     $ 198,817

Current portion of long-term debt

     26,202       16,627

Accrued expenses

     170,512       155,365

Dividends payable

     9,675       8,177

Income taxes payable

     7,645       34,499
              

Total current liabilities

     438,367       413,485
              

Long-term debt

     906,062       707,311

Postretirement benefits

     47,803       43,159

Pension benefits

     146,381       57,139

Other noncurrent liabilities

     193,495       234,530

Deferred income taxes

     74,838       107,089

Commitments and contingencies (Note 15)

    

Shareholders’ equity:

    

Common stock, $.01 par value (authorized 150,000 shares)

issued and outstanding—90,980 in 2008 and 94,734 in 2007

     910       947

Additional paid-in capital

     —         154,451

Accumulated other comprehensive (loss) income

     (100,642 )     99,885

Retained earnings

     1,165,503       1,023,022
              

Total shareholders’ equity

     1,065,771       1,278,305
              

Total liabilities and shareholders’ equity

   $ 2,872,717     $ 2,841,018
              

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF INCOME

 

(In Thousands, Except Per share Amounts)

 

Year Ended December 31

   2008     2007     2006  

Net sales

   $ 2,467,115     $ 2,336,187     $ 2,368,506  

Cost of goods sold

     1,859,441       1,713,696       1,817,692  
                        

Gross profit

     607,674       622,491       550,814  

Selling, general and administrative expenses

     255,132       244,969       237,856  

Research and development expenses

     67,292       62,691       46,299  

Port de Bouc facility disposition charge

     38,544       —         —    

Restructuring charges

     25,789       —         —    

Dayton facility closure charge

     —         4,944       —    

Loss on Thann facility divestiture

     —         —         89,175  
                        

Operating profit

     220,917       309,887       177,484  

Interest and financing expenses

     (38,175 )     (38,332 )     (43,964 )

Other income (expenses), net

     601       6,264       (134 )
                        

Income before income tax expense, minority interests and equity in net income of unconsolidated investments

     183,343       277,819       133,386  

Income tax (benefit) expense

     (6,539 )     55,078       2,192  
                        

Income before minority interests and equity in net income of unconsolidated investments

     189,882       222,741       131,194  

Minority interests in income of consolidated subsidiaries (net of tax)

     (18,806 )     (17,632 )     (13,258 )

Equity in net income of unconsolidated investments (net of tax)

     23,126       24,581       25,033  
                        

Net income

   $ 194,202     $ 229,690     $ 142,969  
                        

Basic earnings per share

   $ 2.13     $ 2.41     $ 1.51  
                        

Diluted earnings per share

   $ 2.10     $ 2.36     $ 1.47  
                        

Weighted-average common shares outstanding – basic

     91,338       95,254       94,624  
                        

Weighted-average common shares outstanding – diluted

     92,530       97,216       97,136  
                        

Cash dividends declared per share of common stock

   $ 0.48     $ 0.42     $ 0.345  
                        

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

(In Thousands, Except Share Data)

 

     Common Stock     Additional
Paid-in
    Accumulated
Other
Comprehensive
    Retained     Total
Shareholders’
 
     Shares     Amounts     Capital     Income (Loss)     Earnings     Equity  

Balance at January 1, 2006

   93,499,192     $ 935     $ 189,419     $ 12,047     $ 727,874     $ 930,275  

Comprehensive income:

            

Net income for 2006

             142,969       142,969  

Foreign currency translation (net of deferred tax of $2,876)

           71,780         71,780  

Amortization of realized loss on treasury lock agreements (net of deferred tax of $90)

           126         126  

Minimum pension liability (net of deferred tax of $498)

           825         825  

Change in unrealized gain on marketable equity securities (net of deferred tax of $16)

           32         32  
                  

Total comprehensive income

               215,732  

Adjustment to initially apply SFAS No. 158 (net of deferred tax of $52,953)

           (94,868 )       (94,868 )

Reclassification of unearned compensation upon adoption of SFAS No. 123R effective January 1, 2006

         (1,298 )         (1,298 )

Cash dividends declared for 2006

             (32,681 )     (32,681 )

Stock-based compensation

         15,486           15,486  

Exercise of stock options

   1,959,972       20       21,375           21,395  

Shares purchased and retired

   (1,130,890 )     (11 )     (31,826 )         (31,837 )

Tax benefit related to stock plans

         10,848           10,848  

Issuance of common stock, net

   761,100       7       (6 )         1  

Shares withheld for taxes associated with common stock issuances

   (228,918 )     (2 )     (4,953 )         (4,955 )
                                              

Balance at December 31, 2006

   94,860,456       949       199,045       (10,058 )     838,162       1,028,098  

Cumulative effect of a change in accounting principle(1)

             (4,755 )     (4,755 )
                                              

Balance at January 1, 2007, as adjusted

   94,860,456       949       199,045       (10,058 )     833,407       1,023,343  

Comprehensive income:

            

Net income for 2007

             229,690       229,690  

Foreign currency translation (net of deferred tax of $2,475)

           80,811         80,811  

Amortization of realized loss on treasury lock agreements (net of deferred tax of $76)

           141         141  

Change in unrealized gain on marketable equity securities (net of deferred tax of $12)

           21         21  

Reclassification adjustment for realized gain on sale of securities included in net income (net of deferred tax of $113)

           (203 )       (203 )

Amortization of prior service benefit, net transition asset and net loss included in net periodic benefit cost (net of deferred tax of $2,733)

           4,673         4,673  

Net prior service benefit arising during period (net of deferred tax of $4,492)

           8,128         8,128  

Net benefit plan gain arising during period (net of deferred tax of $8,828)

           16,372         16,372  
                  

Total comprehensive income

               339,633  

Cash dividends declared for 2007

             (40,075 )     (40,075 )

Stock-based compensation

         17,821           17,821  

Exercise of stock options

   1,878,346       19       21,930           21,949  

Shares purchased and retired

   (2,369,810 )     (24 )     (101,185 )         (101,209 )

Tax benefit related to stock plans

         20,659           20,659  

Issuance of common stock, net

   468,500       4       (1 )         3  

Shares withheld for taxes associated with common stock issuances

   (103,772 )     (1 )     (3,818 )         (3,819 )
                                              

Balance at December 31, 2007

   94,733,720     $ 947     $ 154,451     $ 99,885     $ 1,023,022     $ 1,278,305  
                                              

 

(1)

See Note 18, “Income Taxes” for discussion of adoption of Financial Accounting Standards Board, or FASB, Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” or FIN 48.

 

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

 

 

(In Thousands, Except Share Data)

 

     Common Stock     Additional
Paid-in
    Accumulated
Other
Comprehensive
    Retained     Total
Shareholders’
 
     Shares     Amounts     Capital     Income (Loss)     Earnings     Equity  

Balance at December 31, 2007

   94,733,720     $ 947     $ 154,451     $ 99,885     $ 1,023,022     $ 1,278,305  
                                              

Comprehensive loss:

            

Net income for 2008

             194,202       194,202  

Foreign currency translation (net of deferred tax of $3,686)

           (71,856 )       (71,856 )

Amortization of realized loss on treasury lock agreements (net of deferred tax of $78)

           139         139  

Change in unrealized gain on marketable equity securities (net of deferred tax of $3)

           (5 )       (5 )

Amortization of prior service benefit, net transition asset and net loss included in net periodic benefit cost (net of deferred tax of $791)

           (1,679 )       (1,679 )

Net prior service loss arising during period (net of deferred tax of $218)

           (393 )       (393 )

Net benefit plan loss arising during period (net of deferred tax of $68,835)

           (126,733 )       (126,733 )
                  

Total comprehensive loss

               (6,325 )

Cash dividends declared for 2008

             (43,819 )     (43,819 )

Stock-based compensation and other

         13,669           13,669  

Exercise of stock options

   312,334       3       3,928           3,931  

Shares purchased and retired

   (4,662,700 )     (47 )     (161,003 )       (7,902 )     (168,952 )

Tax benefit related to stock plans

         372           372  

Issuance of common stock, net

   904,400       10       (9 )         1  

Shares withheld for taxes associated with common stock issuances

   (307,445 )     (3 )     (11,408 )         (11,411 )
                                              

Balance at December 31, 2008

   90,980,309     $ 910     $ —       $ (100,642 )   $ 1,165,503     $ 1,065,771  
                                              

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In Thousands)

 

Year Ended December 31

   2008     2007     2006  

Cash and cash equivalents at beginning of year

   $ 130,551     $ 149,499     $ 58,570  
                        

Cash flows from operating activities:

      

Net income

     194,202       229,690       142,969  

Adjustments to reconcile income to cash flows from operating activities:

      

Depreciation and amortization

     111,685       106,855       112,950  

Loss on Thann facility divestiture

     —         —         89,175  

Dayton facility closure charge

     —         4,944       —    

Port de Bouc facility disposition charge

     38,544       —         —    

Restructuring charges

     25,789       —         —    

Stock-based compensation expense

     18,467       18,110       15,838  

Excess tax benefits realized from stock-based compensation arrangements

     (372 )     (20,659 )     (10,764 )

Postretirement plan elimination gain

     —         (2,107 )     —    

Minority interests in income of consolidated subsidiaries

     18,806       17,632       13,258  

Equity in net income of unconsolidated investments

     (23,126 )     (24,581 )     (25,033 )

Dividends received from unconsolidated investments and nonmarketable securities

     13,294       12,017       13,630  

Pension and postretirement expense

     2,631       13,433       11,014  

Pension and postretirement contributions

     (40,279 )     (9,953 )     (6,528 )

Unrealized (gain) loss on investments in marketable securities

     4,968       —         —    

Net change in noncurrent income tax payables and receivables

     (15,837 )     8,991       —    

Net change in noncurrent environmental liabilities

     (4,753 )     (7,206 )     217  

Withholding taxes paid on stock-based compensation award distributions

     (11,411 )     (3,819 )     (4,955 )

Deferred income taxes

     (12,048 )     (9,128 )     (60,856 )

Change in assets and liabilities, net of effects of acquisitions and facility disposition charges:

      

Decrease (increase) in accounts receivable

     90,481       11,232       (18,256 )

(Increase) decrease in inventories

     (87,929 )     (70,636 )     38,626  

(Increase) decrease in other current assets excluding deferred income taxes

     (14,196 )     (13,882 )     (9,078 )

Increase (decrease) in accounts payable

     33,452       (12,585 )     (17,557 )

(Decrease) increase in accrued expenses and income taxes

     (30,227 )     6,908       74,454  

Other, net

     3,606       (12,714 )     17,190  
                        

Net cash provided from operating activities

     315,747       242,542       376,294  
                        

Cash flows from investing activities:

      

Capital expenditures

     (99,736 )     (98,740 )     (99,847 )

Acquisitions, net of $307 and $3,880 cash acquired in 2008 and 2007, respectively

     (63,960 )     (17,929 )     (25,970 )

Cash transferred and payments related to the Thann facility divestiture

     (2,556 )     (11,652 )     (14,727 )

Investments in unconsolidated investments and other corporate investments

     (190 )     (125 )     (264 )

Collection of note receivable from sale of land

     6,000       —         —    

Investments in marketable securities

     (3,262 )     (4,898 )     (4,312 )

Proceeds from sale of marketable securities, liquidation and sale of unconsolidated investments and sale of nonmarketable security

     —         414       —    
                        

Net cash used in investing activities

     (163,704 )     (132,930 )     (145,120 )
                        

Cash flows from financing activities:

      

Repayments of long-term debt

     (48,176 )     (133,506 )     (239,257 )

Proceeds from borrowings

     255,246       107,949       134,287  

Dividends paid to shareholders

     (42,321 )     (40,031 )     (31,582 )

Purchases of common stock

     (168,952 )     (101,209 )     (31,837 )

Proceeds from exercise of stock options

     3,931       21,949       21,395  

Excess tax benefits realized from stock-based compensation arrangements

     372       20,659       10,764  

Dividends paid to minority interests

     (13,614 )     (14,328 )     (6,796 )

Debt financing costs

     (107 )     (1,153 )     (499 )
                        

Net cash used in financing activities

     (13,621 )     (139,670 )     (143,525 )
                        

Net effect of foreign exchange on cash and cash equivalents

     (15,670 )     11,110       3,280  
                        

Increase (decrease) in cash and cash equivalents

     122,752       (18,948 )     90,929  
                        

Cash and cash equivalents at end of year

   $ 253,303     $ 130,551     $ 149,499  
                        

See accompanying notes to the consolidated financial statements.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1—Summary of Significant Accounting Policies:

Basis of Consolidation

The consolidated financial statements include the accounts and operations of Albemarle Corporation and our wholly owned, majority owned and controlled subsidiaries. Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle Corporation and our consolidated subsidiaries. We apply the equity method of accounting for investments in which we have an ownership interest from 20% to 50% or where we exercise significant influence over the related investee’s operations. All significant intercompany accounts and transactions are eliminated in consolidation. Minority shareholders’ interests in consolidated subsidiaries are included in “other noncurrent liabilities” in the consolidated balance sheets and “minority interests in income of consolidated subsidiaries” in the consolidated statements of income.

Stock Split

On February 7, 2007, the Company’s Board of Directors approved a two-for-one stock split in the form of a share distribution. On March 1, 2007, the Company distributed approximately 47.8 million shares of common stock to shareholders of record as of February 20, 2007. The par value of the common stock remains $0.01 per share. All share and per share amounts have been retroactively adjusted to reflect this two-for-one stock split.

Revenue Recognition

We recognize sales when the revenue is realized or realizable, and has been earned, in accordance with the Securities and Exchange Commission’s, or SEC, Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements.” We recognize net sales as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. Significant portions of our sales are sold free on board (FOB) shipping point or on an equivalent basis and other transactions are based upon specific contractual arrangements. Our standard terms of delivery are generally included in our contracts of sale, order confirmation documents and invoices. We recognize revenue from services when performance of the services has been completed. We have a limited amount of consignment sales that are billed to the customer upon monthly notification of amounts used by the customers under these contracts.

Performance and Life Cycle Guarantees

We provide customers certain performance guarantees and life cycle guarantees. These guarantees entitle the customer to claim compensation if the product does not conform to performance standards originally agreed upon. Performance guarantees relate to minimum technical specifications that products produced with the delivered product must meet, such as yield and product quality. Life cycle guarantees relate to minimum periods for which performance of the delivered product is guaranteed. When either performance guarantees or life cycle guarantees are contractually agreed upon, an assessment of the appropriate revenue recognition treatment is evaluated. When testing or modeling of historical results predict that the performance or life cycle criteria will be satisfied, revenue is recognized in accordance with shipping terms at the time of delivery. When testing or modeling of historical results predict that the performance or life cycle criteria may not be satisfied, we bill the customer upon shipment and defer the related revenue and cost associated with these products. These deferrals are released to earnings when the contractual period expires.

Estimates, Assumptions and Reclassifications

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Certain amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to the current presentation.

Shipping and Handling Costs

Amounts billed to customers in a sales transaction related to shipping and handling have been classified as net sales and the cost incurred by us for shipping and handling has been classified as cost of goods sold in the accompanying consolidated statements of income. In addition, taxes billed to customers in a sales transaction are presented in the consolidated statements of income on a net basis.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with insignificant interest rate risks and original maturities of three months or less.

Inventories

Inventories are primarily stated at lower of cost or market with cost determined on the first-in, first-out basis. Cost is determined on the weighted-average basis for a small portion of our inventories at foreign plants and our stores, supplies and other inventory. A portion of our domestic produced finished goods and raw materials are determined on the last-in, first-out basis (20% and 25% of total inventories at December 31, 2008 and 2007, respectively).

Property, Plant and Equipment

Accounts include costs of assets constructed, purchased or leased under a capital lease, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for normal repairs and maintenance are expensed as incurred. Expenditures for yearly planned major maintenance are deferred and amortized over 12 months. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income. Depreciation is computed primarily by the straight-line method based on the estimated useful lives of the assets. We have a policy where our internal Engineering Group provides asset life guidelines for book purposes. These guidelines are reviewed against the economic life of the business for each project and asset life is determined as the lesser of the manufacturing life or the “business” life. The engineering guidelines are reviewed periodically.

We evaluate historical and expected undiscounted operating cash flows of our business segments to determine the future recoverability of any property, plant and equipment recorded. Recorded property, plant and equipment is re-evaluated on the same basis at the end of each accounting period whenever any significant permanent changes in business or circumstances have occurred which might impair recovery.

The costs of brine wells, leases and royalty interests are primarily amortized over the estimated average life of the field on a straight-line basis. On a yearly basis for all fields, this approximates a units-of-production method based upon estimated reserves and production volumes.

Investments

Investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not control over, the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s board of directors and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, we record our investments in equity-method investees in the consolidated balance sheet as “Investments” and our share of the investees’ earnings or losses together with other-than temporary impairments in value as “Equity in net income of unconsolidated investments” in the consolidated statement of income.

Investments, including certain mutual fund investments, are accounted for as trading equities and are marked-to-market on a monthly basis through the consolidated statement of income. Investments in joint ventures and nonmarketable securities of immaterial entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis.

Environmental Compliance and Remediation

Environmental compliance costs include the cost of purchasing and/or constructing assets to prevent, limit and/or control pollution or to monitor the environmental status at various locations. These costs are capitalized and depreciated based on estimated useful lives. Environmental compliance costs also include maintenance and operating costs with respect to pollution prevention and control facilities and other administrative costs. Such operating costs are expensed as incurred. Environmental remediation costs of facilities used in current operations are generally immaterial and are expensed as incurred.

On an undiscounted basis, we accrue for environmental remediation costs and post-remediation costs that relate to existing conditions caused by past operations at facilities or off-plant disposal sites in the accounting period in which responsibility is established and when the related costs are estimable. In developing these cost estimates, we evaluate currently available facts regarding each site, with consideration given to existing technology, presently enacted laws and regulations, prior experience in remediation of contaminated sites, the financial capability of other potentially responsible parties and other factors, subject to uncertainties inherent in the estimation process. Additionally, these estimates are reviewed periodically, with adjustments to the accruals recorded as necessary.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

Research and Development Expenses

Our research and development expenses related to present and future products are expensed currently as incurred. Our U.S., facilities in Michigan, Pennsylvania, South Carolina, Texas, and Louisiana and our global facilities in the Netherlands, Germany, Belgium, and China form the capability base for our contract research and custom manufacturing businesses. These business areas provide research and scale-up services primarily to innovative life science companies.

Goodwill and Other Intangible Assets

We account for goodwill and other intangibles acquired in a business combination in conformity with Statement of Financial Accounting Standards, or SFAS, No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and indefinite-lived intangible assets not be amortized.

We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. We measure the fair value based on present value techniques involving future cash flows. Future cash flows include assumptions for sales volumes, selling prices, raw material prices, labor and other employee benefit costs, capital additions and other economic or market related factors. Significant management judgment is involved in estimating these variables and they include inherent uncertainties since they are forecasting future events. We use a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing. Our WACC calculation includes factors such as the risk-free rate of return, borrowing costs and expected equity premiums. The factors in this calculation are largely external to our company, and therefore, are beyond our control. We test our recorded goodwill balances for impairment in the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of our reporting units below their carrying amounts.

Definite-lived intangible assets, such as purchased technology, patents, customer lists and trade names are amortized over their estimated useful lives, generally for periods ranging from three to fifty years. We continually evaluate the reasonableness of the useful lives of these assets and test for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” See Note 10, “Goodwill and Other Intangibles.”

Pension Plans and Other Postretirement Benefits

We follow the guidance of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of certain requirements of FASB Statements No. 87, 106 and 132(R),” or SFAS No. 158, SFAS No. 87, “Employers’ Accounting for Pensions,” or SFAS No. 87, and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” when accounting for pension and postretirement benefits. Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. As required under SFAS No. 158, we recognize a balance sheet asset or liability for each of the pension or postretirement benefit plans equal to the plan’s funded status as of the measurement date. The difference between a plan’s funded status and its balance sheet position prior to adoption of the standard is recognized, net of tax, as a component of “accumulated other comprehensive (loss) income” in the shareholders’ equity section of the consolidated balance sheets. The primary assumptions are as follows:

 

   

Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.

 

   

Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of investments held by the plans as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the net benefit costs recorded currently.

 

   

Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.

 

   

Rate of Increase in the Per Capita Cost of Covered Health Care Benefits—We project the expected increases in the cost of covered health care benefits.

During 2008, we made changes to the assumptions related to the discount rate, the rate of compensation increase for salary related plans and the rate of increase in the per capita cost of covered health care benefits. We consider available information that we deem relevant when selecting each of these assumptions.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

In selecting the discount rate, consideration is given to indices such as Moody’s Aa, the International Index Company, and iBoxx, as well as a yield curve derived from fixed-income security yields. The yield curve is generally based on a universe containing country specific Aa-graded or better corporate bonds without special features or options that could affect the duration. In some countries, the yield curve may be based on local government bond rates with a premium added to reflect corporate bond risk. Payments we expect to be made from our retirement plans are applied to the resulting yield curve. For each plan, the discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments. At December 31, 2008, the weighted-average discount rate was increased for the pension plans from 6.39% to 6.45% and for the other postretirement plans from 6.40% to 6.55% to reflect market conditions as of the December 31, 2008 measurement date.

In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan, as well as the expected long-term allocation of plan assets to these investments. At December 31, 2008, the weighted-average expected rate of return on pension plan assets remained at 8.71%. There was no change in the weighted-average expected 7.00% return on other postretirement benefit plan assets either. Our U.S. defined benefit plan for non-represented employees was closed to new participants effective March 31, 2004. We adopted a defined contribution pension plan for U.S. employees hired after March 31, 2004.

In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates. At December 31, 2008 and 2007, the assumed weighted-average rate of compensation increase changed to 4.03% from 4.08%, respectively, for the pension plans. The assumed weighted-average rate of compensation remained at 4.25% for the other postretirement plans at December 31, 2008 and 2007.

In selecting the rate of increase in the per capita cost of covered health care benefits, we consider past performance and forecasts of future health care cost trends. At December 31, 2008, the previously assumed ultimate rate of increase in the per capita cost of covered health care benefits for U.S. retirees decreased by 0.25%. For 2009, the assumed trend rate for pre-65 coverage is 8.5% per year, decreasing to an ultimate rate of 5.0% in the year 2017. The 2009 assumed trend rate for post-65 coverage is 12% per year, decreasing to an ultimate rate of 5.0% in the year 2020.

Employee Savings Plan

Certain of our employees participate in our defined contribution 401(k) employee savings plan, which is generally available to all U.S. full-time salaried and non-union hourly employees and to employees who are covered by a collective bargaining agreement, which included such participation.

This U.S. defined contribution plan is funded with contributions made by the participants and us. Our contribution to the 401(k) plan amounted to $8.8 million, $8.6 million and $7.4 million in 2008, 2007 and 2006, respectively. We amended our 401(k) plan in 2004 to allow pension contributions to be made by us to participants hired or rehired on or after April 1, 2004 as these participants are not eligible to participate in the Company’s defined benefit pension plan. The pension contributions in the defined contribution plan are made in cash and are equal to 5%, 6% or 7% of the participant’s base pay depending on years of service. We amended our defined contribution plan effective January 1, 2007 to increase the pension contributions to 6% and 7% for certain employees depending on years of service. In 2008, 2007 and 2006, these contributions amounted to $3.4 million, $3.0 million and $1.9 million, respectively.

In respect to our foreign subsidiaries, we also have a defined contribution pension plan for employees in the United Kingdom. The annual contribution to the United Kingdom defined contribution plan is based on a percentage of eligible employee compensation and amounted to $0.6 million, $0.6 million and $0.5 million for each of the years 2008, 2007 and 2006, respectively. In 2006, we formalized a new plan in the Netherlands similar to a collective defined contribution plan. We paid approximately $10.3 million, $7.9 million and $5.4 million in 2008, 2007 and 2006, respectively, in annual premiums and related costs pertaining to this plan.

Deferred Compensation Plan

We maintain an Executive Deferred Compensation Plan, or the Plan, that was adopted in 2001 and subsequently amended. The purpose of the Plan is to provide current tax planning opportunities, as well as supplemental funds upon the retirement or death of certain employees of Albemarle. The Plan is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust, or the Trust, that was set up to provide a source of funds to assist in meeting the obligations of the Plan, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with Emerging Issues Task Force, or EITF, Issue No. 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested,” or EITF 97-14. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading equities and are marked-to-market on a monthly basis through the consolidated statement of income) and cash and cash equivalents.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

Stock-based Compensation Expense

The fair value of restricted stock awards and performance unit awards is determined based on the number of shares or units granted and the quoted price of our common stock at grant date, and the fair value of stock options is determined using the Black-Scholes valuation model. The fair value of these awards is determined after giving affect to estimated forfeitures. Such value is recognized as expense over the service period (generally the vesting period of the equity grant). To the extent restricted stock awards, performance unit awards and stock options are forfeited prior to vesting in excess of the estimated forfeiture rate, the corresponding previously recognized expense is reversed as an offset to operating expenses.

Income Taxes

We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred tax assets are also provided for operating losses, capital losses and certain tax credit carryovers. A valuation allowance, reducing deferred tax assets, is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of such deferred tax assets is dependent upon the generation of sufficient future taxable income of the appropriate character. Although realization is not assured, we believe it is more likely that not that the net deferred tax assets will be realized.

We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Interest and penalties related to income tax liabilities under Fin 48 are included in income tax expense.

As of September 30, 2006 and continuing in 2007 and 2008, we designated the undistributed earnings of substantially all of our foreign operations as permanently reinvested and as a result recorded a tax benefit in 2006 of $1.6 million due to the reversal of previously recorded deferred tax liabilities. We will not provide for deferred income taxes on the future earnings of these subsidiaries as a result of this designation. Our foreign earnings are computed under U.S. federal tax earnings and profits, or E&P, principles. In general, to the extent our financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred taxes have not been provided as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is not practicable. We provide for deferred income taxes on our undistributed earnings of foreign operations that are not deemed to be permanently reinvested.

Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income is comprised principally of foreign currency translation adjustments, and net transition asset, net prior service benefit and net benefit plan loss for our defined benefit plans in accordance with SFAS No. 158.

Foreign Currency Translation

The assets and liabilities of all foreign subsidiaries were prepared in their respective local currencies and translated into U.S. Dollars based on the current exchange rate in effect at the balance sheet dates, while income and expenses were translated at average exchange rates for the periods presented. Translation adjustments are reflected as a separate component of shareholders’ equity. Operational transaction adjustments are included in cost of goods sold. Non-operational transaction adjustments are included in other income (expenses), net. Foreign exchange transaction gains (losses) included in the consolidated statements of income for the years ended December 31, consist of the following (in thousands):

 

     2008     2007     2006  

Cost of goods sold

   $ 3,924     $ 5,136     $ 753  

Other income, net

     (2,946 )     (158 )     (3,904 )
                        

Total foreign exchange transaction gains (losses)

   $ 978     $ 4,978     $ (3,151 )
                        

Derivative Financial Instruments

We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies and through the use of foreign exchange contracts from time-to-time. The principal objective of such contracts is to minimize the risks

 

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and/or costs associated with global operating activities. The counterparties to these contractual agreements are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the other parties, and no material loss would be expected from their nonperformance. We do not utilize financial instruments for trading or other speculative purposes.

We enter into foreign currency forward contracts, which generally expire within one year, in the regular course of business to assist in managing our exposure against foreign currency fluctuations on sales and intercompany transactions. The primary method to cover foreign currency exposure is to seek a natural hedge, in which the operating activities denominated in respective currencies balance in respect to timing and the underlying exposures. In the event a natural hedge is not available, a foreign currency forward contract may be employed to reduce currency exposure. While these contracts are subject to fluctuations in value, such fluctuations are generally offset by the value of the underlying foreign currency exposures being hedged. Gains and losses on foreign currency forward contracts are recognized currently in income, but do not have a significant impact on results of operations.

At December 31, 2008 and 2007, we had outstanding forward currency contracts hedging Japanese Yen receivables with notional values totaling $8.1 million and $5.4 million, respectively. At December 31, 2006, there were no outstanding forward currency exchange contracts. For the years ended December 31, 2008, 2007 and 2006, we recognized gains of $2.0 million, $0.6 million and $0.2 million, respectively, in income before income taxes, minority interests, and equity in net income of unconsolidated investments on our exchange contracts.

In 2004, we entered into treasury lock agreements, or T-locks, with a notional value of $275.0 million, to fix the yield on the U.S. Treasury security used to set the yield for approximately 85% of our January 2005 public offering of senior notes. The T-locks fixed the yield on the U.S. Treasury security at approximately 4.25%. The value of the T-locks resulted from the difference between (1) the yield-to-maturity of the 10-year U.S. Treasury security that had the maturity date most comparable to the maturity date of the senior notes issued and (2) the fixed rate of approximately 4.25%. The cumulative loss effect of the T-lock agreements was $2.2 million and is being amortized over the life of the senior notes as an adjustment to the interest expense of the senior notes. At December 31, 2008 and 2007, there were unrealized losses of approximately $1.3 million ($0.8 million after income taxes) and $1.5 million ($1.0 million after income taxes), respectively, in accumulated other comprehensive income (loss).

In addition, certain of our operations use natural gas as a source of energy which can expose our business to market risk when the price of natural gas changes suddenly. In an attempt to mitigate the impact and volatility of price swings in the natural gas market, we purchase natural gas contracts, when appropriate, for a portion of our 12-month rolling forecast for North American natural gas requirements.

Our natural gas hedge transactions are executed with major financial institutions. Such derivatives are held to secure natural gas at fixed prices and not for trading. Our natural gas contracts qualify as cash flow hedges and are marked-to-market. The unrealized gains and/or losses on these contracts are deferred and accounted for in accumulated other comprehensive income (loss) to the extent that the unrealized gains and losses are offset by the forecasted transaction. At December 31, 2008 and 2007, there were no natural gas hedge contracts outstanding. Additionally, any unrealized gains and/or losses on the derivative instrument that are not offset by the forecasted transaction are recorded in earnings as appropriate, but do not have a significant impact on results of operations for any of the periods presented.

Recently Issued Accounting Pronouncements

In December 2007, FASB issued SFAS No. 141R, “Business Combinations,” or SFAS No. 141R, which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This replaces the cost-allocation process in accordance with SFAS No 141, “Business Combinations,” which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS No. 141R will impact the manner in which we account for future business combinations.

In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or SFAS No. 160, which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. It also requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and the related presentation and disclosure requirements are to be applied retrospectively for all periods

 

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presented. As a result, upon adoption, we expect to retroactively reclassify the “Minority interest in consolidated subsidiaries” balance currently included in the “Other noncurrent liabilities” section of the consolidated balance sheet to a new component of equity with respect to noncontrolling interests in consolidated subsidiaries. This adoption will impact the presentation of Albemarle’s consolidated balance sheet and consolidated statement of income.

In December 2007, FASB ratified the consensuses of the Emerging Issues Task Force, or EITF, Issue No. 07-1, “Accounting for Collaborative Arrangements,” or EITF 07-1. The objective of EITF 07-1 is to define collaborative arrangements and to establish reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-1 is effective for fiscal years beginning after December 15, 2008. We have not yet determined what impact the adoption of EITF 07-1 will have on our consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position 157-2, “Partial Deferral of the Effective Date of Statement 157” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statement on a recurring basis, to fiscal years beginning after November 15, 2008. The adoption of the deferred portion of SFAS No. 157 on January 1, 2009 is not expected to have material impact on our consolidated financial statements.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133,” or SFAS No. 161, which changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the additional disclosures required upon adoption of SFAS No. 161.

In April 2008, FASB issued FASB Staff Position FAS No. 142-3, “Determination of the Useful Life of Intangible Assets,” or FSP FAS No. 142-3, which amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP FAS No. 142-3 must be applied prospectively to intangible assets acquired after the effective date. We will apply the guidance of FSP FAS No. 142-3 to intangible assets acquired after January 1, 2009.

In June 2008, FASB issued FASB Staff Position No. EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” or FSP EITF 03-6-1. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and therefore shall be included in the earnings per share calculation pursuant to the two class method described in SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and requires all prior-period earnings per share data to be adjusted retrospectively. We do not believe the adoption of FSP EITF 03-6-1 will have a material impact on our reported earnings per share or on our consolidated financial statements.

In November 2008, FASB ratified the consensuses of EITF Issue No. 08-06, “Equity Method Investment Accounting Considerations,” or EITF 08-06. The objective of EITF 08-06 is to clarify how to account for certain transactions involving equity method investments considering that the application of the equity method is affected by SFAS No. 141R, “Business Combinations,” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” EITF 08-06 is effective for fiscal years beginning on or after December 15, 2008. We have not yet determined what impact the adoption of EITF 08-06 will have on our consolidated financial statements.

In December 2008, FASB issued FASB Staff Position No. FAS132(R)-1 “Employers’ Disclosures about Postretirement Benefit Plan Assets,” or FSP No. FAS132(R)-1. FSP No. FAS132(R)-1 applies to employers subject to SFAS No. 132(R) and is effective for fiscal years ending after December 15, 2009. FSP requires additional disclosures regarding benefit plan assets including (a) the investment allocation decision process, (b) the fair value of each major category of plan assets and (c) the inputs and valuation techniques used to measure the fair value of plan assets. We are currently evaluating the additional disclosures required upon adoption of FSP No. FAS132(R)-1.

 

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NOTE 2—Supplemental Cash Flow Information:

Supplemental information for the consolidated statements of cash flows is as follows (in thousands):

 

     2008     2007     2006  

Cash paid during the year for:

      

Income taxes (net of refunds of $9,617, $2,750 and $20,772 in 2008, 2007 and 2006, respectively)

   $ 44,621     $ 40,312     $ 13,094  

Interest (net of capitalization)

     36,084       32,837       41,603  

Supplemental non-cash disclosures due to the divestiture of the Port de Bouc, France facility effective December 31, 2008:

      

Decrease in current assets (principally inventory)

   $ (10,470 )   $ —       $ —    

Decrease in property, plant and equipment

     (45,714 )     —         —    

Decrease in accumulated depreciation

     (23,583 )     —         —    

Decrease in other noncurrent assets

     (550 )     —         —    

Increase in current liabilities (principally accrued expenses)

     10,252       —         —    

Decrease in other noncurrent liabilities

     (1,500 )     —         —    

Decrease in accumulated other comprehensive (loss) income

     (3,359 )     —         —    

Supplemental non-cash disclosures due to the adoption of FIN 48 effective January 1, 2007:

      

Decrease in income taxes payable

   $ —       $ (35,606 )   $ —    

Decrease in deferred income taxes

     —         (7,875 )     —    

Increase in other noncurrent liabilities

     —         48,236       —    

Decrease in retained earnings

     —         (4,755 )     —    

Supplemental non-cash disclosures due to the divestiture of the Thann, France facility effective August 31, 2006:

      

Decrease in current assets (principally accounts receivable and inventory)

   $ —       $ —       $ (52,639 )

Decrease in property, plant and equipment

     —         —         (179,574 )

Decrease in accumulated depreciation

     —         —         (143,112 )

Decrease in other noncurrent assets (principally goodwill)

     —         —         (12,061 )

Decrease in current liabilities (principally accounts payable)

     —         —         (12,253 )

Decrease in other noncurrent liabilities (principally deferred income taxes)

     —         —         (11,239 )

Decrease in accumulated other comprehensive (loss) income

     —         —         (3,222 )

Supplemental non-cash disclosures due to the adoption of SFAS No. 158 effective December 31, 2006:

      

Increase in current deferred income tax assets

   $ —       $ —       $ 3,064  

Decrease in prepaid pension assets

     —         —         (141,727 )

Increase in current liabilities

     —         —         9,329  

Decrease in noncurrent pension benefits liabilities

     —         —         (3,235 )

Decrease in noncurrent deferred income tax liabilities

     —         —         (49,889 )

Decrease in accumulated other comprehensive (loss) income)

     —         —         (94,868 )

 

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NOTE 3—Earnings Per Share:

Basic and diluted earnings per share are calculated as follows (in thousands, except per share amounts):

 

     2008    2007    2006

Basic earnings per share

        

Numerator:

        

Income available to shareholders, as reported

   $ 194,202    $ 229,690    $ 142,969
                    

Denominator:

        

Average number of shares of common stock outstanding

     91,338      95,254      94,624
                    

Basic earnings per share

   $ 2.13    $ 2.41    $ 1.51
                    

Diluted earnings per share

        

Numerator:

        

Income available to shareholders, as reported

   $ 194,202    $ 229,690    $ 142,969
                    

Denominator:

        

Average number of shares of common stock outstanding

     91,338      95,254      94,624

Incremental shares under stock compensation plans

     1,192      1,962      2,512
                    

Total shares

     92,530      97,216      97,136
                    

Diluted earnings per share

   $ 2.10    $ 2.36    $ 1.47
                    

The Company’s policy on how to determine windfalls and shortfalls for purposes of calculating assumed stock award proceeds under treasury stock method when determining the denominator for diluted earnings per share is to exclude the impact of pro forma deferred tax assets (i.e. the windfall or shortfall that would be recognized in the financial statements upon exercise of the award). At December 31, 2008, there were 261,000 common stock equivalents not included in the computation of diluted earnings per share because the effect of their inclusion would have been antidilutive.

NOTE 4—Other Accounts Receivable:

Other accounts receivable consist of the following (in thousands):

 

     2008    2007

Value added tax/consumption tax

   $ 23,457    $ 24,495

Collateralized note receivable from sale of land and future services

     —        11,000

Other

     23,700      19,191
             

Total

   $ 47,157    $ 54,686
             

NOTE 5—Inventories:

Approximately 20% and 25% of our inventories are valued using the last-in, first-out, or LIFO, method as of December 31, 2008 and 2007, respectively. A portion of our domestic inventories stated on the LIFO basis amounted to $107.6 million and $119.4 million at December 31, 2008 and 2007, respectively, which are below replacement cost by approximately $82.8 million and $51.6 million, respectively.

NOTE 6—Other Current Assets:

Other current assets consist of the following (in thousands):

 

     2008    2007

Deferred income taxes—current

   $ 19,998    $ 8,860

Income tax receivables

     19,771      10,568

Prepaid expenses

     19,236      15,839
             

Total

   $ 59,005    $ 35,267
             

 

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NOTE 7—Property, Plant and Equipment:

Property, plant and equipment, at cost, consists of the following (in thousands):

 

     Useful
Lives
(Years)
   2008    2007

Land

   —      $ 49,494    $ 51,496

Land improvements

   5-30      49,468      51,400

Buildings

   10-45      183,638      186,697

Machinery and equipment

   3-19      1,432,388      1,464,532

Machinery and equipment (major plant components)

   20-45      452,998      428,329

Property, plant and equipment under capital lease(a)

   19-50      24,652      24,652

Long-term mineral rights and production equipment costs

   7-60      59,056      58,552

Construction in progress

   —        71,302      48,851
                

Total

      $ 2,322,996    $ 2,314,509
                

 

(a)

Assets under capital lease are primarily machinery and equipment with useful lives ranging from 19 to 25 years. A building with a cost of $1.3 million has a useful life of 50 years.

The cost of property, plant and equipment, including machinery and equipment under capital lease, is depreciated, generally by the straight-line method. Depreciation expense amounted to $97.4 million, $93.0 million and $98.9 million at December 31, 2008, 2007 and 2006, respectively. Interest capitalized on significant capital projects in 2008, 2007 and 2006 was $1.0 million, $4.5 million and $1.2 million, respectively, while amortization of capitalized interest (which is included in depreciation expense) in 2008, 2007 and 2006 was $1.3 million, $1.7 million and $1.0 million, respectively.

As of December 31, 2008 and 2007, accumulated amortization for assets under the capital lease was $6.7 million and $5.6 million, respectively.

NOTE 8—Investments:

Investments include joint ventures, nonmarketable securities and marketable equity securities. The following table details our investment balances at December 31, 2008 and 2007 (in thousands).

 

     2008    2007

Joint ventures

   $ 106,172    $ 110,449

Nonmarketable securities

     2,770      2,999

Marketable equity securities

     13,009      14,722
             

Total

   $ 121,951    $ 128,170
             

At December 31, 2008 and 2007, the amount at which our investments in joint ventures were carried exceeded our amount of underlying equity in net assets by approximately $13.5 million and $16.8 million, respectively. These amounts represent the differences between the value of certain assets of the joint ventures and our related valuation on a U.S. GAAP basis. As of December 31, 2008 and 2007, $2.4 million and $2.6 million, respectively, remained to be amortized over the remaining useful lives of the assets with the balance of the difference representing our share of the joint venture’s goodwill.

 

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Our ownership positions in significant joint ventures for the following bromine and derivatives, specialty chemical, and refinery catalysts businesses are shown below:

 

     2008     2007     2006  

*   Ningbo Jinhai Albemarle Chemical and Industry Company Limited – a consolidated joint venture with Ningbo Jinhai Investment Company Limited that produces polymer antioxidants

   100 (a)   75 (b)   25 %

*   Shanghai Jinhai Albemarle Fine Chemicals Company Limited – a consolidated joint venture with Ningbo Jinhai Investment Company Limited that produces polymer antioxidants

   100 (a)   75 (b)   25 %

*   Nippon Aluminum Alkyls – a joint venture with Mitsui Chemicals, Inc. that produces aluminum alkyls

   50 %   50 %   50 %

*   Magnifin Magnesiaprodukte GmbH & Co. – a joint venture with Radex Heraklith Industriebeteiligung AG that produces specialty magnesium hydroxide products

   50 %   50 %   50 %

*   Nippon Ketjen Company Limited – a joint venture with Sumitomo Metal Mining Company Limited that produces refinery catalysts

   50 %   50 %   50 %

*   Eurecat S.A. – a joint venture with IFP Investissements for refinery catalysts regeneration services

   50 %   50 %   50 %

*   Fábrica Carioca de Catalisadores S.A. – a joint venture with Petrobras Quimica S.A.–PETROQUISA that produces catalysts and includes catalysts research and product development activities

   50 %   50 %   50 %

Our investment in the significant unconsolidated joint ventures above amounted to $103.9 million and $108.3 million for the years ended December 31, 2008 and 2007, respectively and the amount included in “equity in net income of unconsolidated investments” in the consolidated statements of income totaled $22.8 million, $24.0 million and $24.7 million for the years ended December 31, 2008, 2007 and 2006, respectively. All of the unconsolidated joint ventures in which we have investments are private companies and accordingly do not have a quoted market price available. The following summary lists our assets, liabilities and results of operations for our significant unconsolidated joint ventures presented herein (in thousands):

 

     2008    2007

Summary of Balance Sheet Information at December 31:(a)(b)

     

Current assets

   $ 246,467    $ 206,175

Other assets

     167,684      182,072
             

Total assets

   $ 414,151    $ 388,247
             

Current liabilities

   $ 158,607    $ 144,198

Noncurrent liabilities

     58,532      66,022
             

Total liabilities

   $ 217,139    $ 210,220
             

 

     2008    2007    2006

Summary of Consolidated Statements of Income Information at December 31:(a)(b)

        

Net sales

   $ 426,947    $ 406,850    $ 407,596

Gross profit

     150,167      144,705      157,929

Income before income taxes

     63,507      70,009      80,004

Net income

     42,201      47,935      54,199

 

(a)

On June 30, 2008, we acquired the remaining 25% interests of our majority owned Polymer Additives business segment joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited.

(b)

Effective July 31, 2007, we acquired controlling interests in our two antioxidant joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited. As a result, our management concluded that consolidation accounting for this investment was appropriate under U.S. GAAP. We previously accounted for this investment on the equity method.

 

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We have evaluated each of the unconsolidated joint ventures pursuant to FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities (revised December 2003)—an Interpretation of ARB No. 51,” and none qualify for consolidation. Dividends received from our joint ventures were $13.1 million, $11.8 million and $13.5 million in 2008, 2007 and 2006, respectively.

Assets of the Benefit Protection Trust, in conjunction with our Executive Deferred Compensation Plan, are accounted for as trading securities in accordance with EITF 97-14. The assets of the Trust consist primarily of mutual fund investments and are marked-to-market on a monthly basis through the consolidated statement of income. As of December 31, 2008 and 2007, these marketable securities amounted to $13.0 million and $14.7 million, respectively.

NOTE 9—Other Assets:

Other assets consist of the following (in thousands):

 

     2008    2007

Income tax receivables(a)

   $ 39,913    $ 50,685

Deferred income taxes—noncurrent

     50,836      26,938

Other

     22,968      23,864
             

Total

   $ 113,717    $ 101,487
             

 

(a)

See Note 18, “Income Taxes” for discussion of FIN 48.

NOTE 10—Goodwill and Other Intangibles:

Goodwill and other intangibles consist principally of goodwill, customer lists, trade names, patents, and other intangibles.

 

     Balances at
Beginning of
Year
   Changes     Foreign
Exchange
Impact
    Balances at
December 31,
2008

Changes in goodwill by operating segment (in thousands):

         

Polymer Additives

   $ 29,672    $ 7,631 (a)   $ (2,764 )   $ 34,539

Catalysts

     232,369      (383 )     (10,118 )     221,868

Fine Chemicals

     8,144      15,343 (b)     (1,127 )     22,360
                             

Total

   $ 270,185    $ 22,591     $ (14,009 )   $ 278,767
                             

 

(a)

The increase in goodwill in our Polymer Additives segment relates primarily to the preliminary allocation of the purchase price of the remaining 25% interests in our majority owned joint ventures in China: Ningbo Jinhai Albemarle Chemical and Industry Company Limited and Shanghai Jinhai Albemarle Fine Chemicals Company Limited.

(b)

The increase in goodwill in our Fine Chemicals segment includes $14.9 million related to the preliminary allocation of the purchase price of Sorbent Technologies Corporation, a full-service power plant mercury-control provider.

 

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Other Intangible Assets at December 31, 2008 and 2007 (in thousands):

 

     2008
     Useful
Lives
(Years)
   Gross
Carrying
Amount
   Accumulated
Amortization
    Accumulated
Foreign
Exchange
Impact
   Net

Customer lists

   15 – 35    $ 94,243    $ (16,354 )   $ 3,909    $ 81,798

Trade names(a)

   5 – 35      44,754      (8,774 )     1,886      37,866

Patents

   8 – 19      42,016      (20,888 )     2,429      23,557

Manufacturing contracts and supply/service agreements

   8 – 12      14,037      (8,789 )     390      5,638

Land use rights

   37– 50      6,647      (217 )     576      7,006

Military specification approvals

   35      4,345      (734 )     —        3,611

Noncompete agreements

   3 – 12      3,567      (2,598 )     483      1,452

Licenses

   5 – 20      146      (111 )     1      36

Other

   3 – 20      8,432      (2,658 )     273      6,047
                               

Total

      $ 218,187    $ (61,123 )   $ 9,947    $ 167,011
                               
     2007
     Useful
Lives
(Years)
   Gross
Carrying
Amount
   Accumulated
Amortization
    Accumulated
Foreign
Exchange
Impact
   Net

Customer lists

   15 – 35    $ 86,366    $ (11,837 )   $ 7,741    $ 82,270

Trade names(a)

   5 – 35      42,359      (6,995 )     6,565      41,929

Patents

   8 – 19      40,682      (15,909 )     2,513      27,286

Manufacturing contracts and supply/service agreements

   8 – 12      12,503      (7,387 )     891      6,007

Land use rights

   37– 50      5,861      (58 )     149      5,952

Military specification approvals

   35      4,345      (610 )     —        3,735

Noncompete agreements

   3 – 12      3,539      (2,047 )     705      2,197

Licenses

   5 – 20      146      (100 )     3      49

Other

   3 – 20      3,432      (1,839 )     336      1,929
                               

Total

      $ 199,233    $ (46,782 )   $ 18,903    $ 171,354
                               

 

(a)

Trade names include a gross carrying amount of $10.3 million for an indefinite lived intangible asset.

Effective July 31, 2008, we acquired Sorbent Technologies Corporation, a full-service power plant mercury-control provider, for approximately $22.4 million. The preliminary purchase price allocation included amortizable intangible assets of $5.0 million.

In conjunction with the acquisition of the remaining 25% interests in ou