8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2014

 

 

ALBEMARLE CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Virginia   001-12658   54-1692118

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS 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

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure.

On July 15, 2014, Albemarle Corporation (the “Company”) issued a press release regarding its expected earnings and net sales for the second quarter ended June 30, 2014. A copy of this press release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 of this Current Report on Form 8-K includes the non-GAAP financial measure of earnings per share, excluding special items. Management believes this non-GAAP measure provides useful supplemental information to assess the Company’s operating performance and financial position. The inability to predict the amount of future special items makes a detailed reconciliation impracticable.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  99.1     Press release, dated July 15, 2014, issued by the Company.

Note on Forward-looking Statements

Item 7.01 of this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that give the Company’s current expectations or forecasts of future events. Although we believe the expectations, intentions and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and actual results may differ from the expectations expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this Current Report, and we undertake no obligation to update this information.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      ALBEMARLE CORPORATION
Date: July 15, 2014     By:  

/s/ Karen G. Narwold

      Karen G. Narwold
      Senior Vice President, General Counsel, Corporate and Government Affairs, Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

99.1    Press release, dated July 15, 2014, issued by the Company.
EX-99.1

Exhibit 99.1

 

LOGO

Albemarle Provides Second Quarter 2014 Update and

New Earnings Release Date of July 30, 2014

BATON ROUGE, La., July 15, 2014 – Albemarle Corporation (NYSE: ALB) today announced that the company expects to report second quarter 2014 earnings in the range of $86 million to $88 million, or $1.08 to $1.11 per share, excluding discontinued operations, special and non-operating pension and OPEB items, compared to $79.2 million, or $0.94 per share, excluding discontinued operations, for the second quarter of 2013.

As previously announced, the company signed a definitive agreement to sell its antioxidants, ibuprofen and propofol businesses which are treated as discontinued operations. The sale to SI Group is subject to customary closing conditions and expected to close later in 2014.

The company expects to report net sales, adjusted for discontinued operations, of approximately $605 million in the second quarter of 2014, up from net sales of approximately $577 million in the second quarter of 2013. The improvement in results compared to the second quarter of 2013 was primarily driven by stronger than expected FCC volumes and higher volumes and favorable mix within polymer catalysts, offsetting relatively weaker clear completion fluid results, related to customer specific order patterns.

“Stronger Catalyst Solutions trends drove higher than expected second quarter earnings results, attributable to a combination of modest improvements in end market demand during the period and a shift in certain orders from the third quarter into the second quarter,” said Albemarle’s president and CEO Luke Kissam.

The company also announced today that it will release second quarter earnings results one week later than previously announced, after the NYSE closes on Wednesday, July 30, 2014. The company will hold its conference call to discuss second quarter 2014 results on Thursday, July 31, 2014 at 9:00 am ET. This call will be webcast by NASDAQ OMX and can be accessed at Albemarle Corporation’s website at http://investors.albemarle.com or by phone at the following number:

Dial-In #: 888-713-4213

International Dial-In #: 617-213-4865

Participant Passcode: 37694874

A replay of this call will be available beginning at 1:00 pm ET July 31, 2014 and will play until August 7, 2014 at the following number:

 

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana, USA

    1


LOGO

 

Dial-In #: 888-286-8010

International Dial-In #: 617-801-6888

Participant Passcode: 75862652

The webcast is being distributed through the Thomson Reuters StreetEvents Network. Institutional investors can access the call via Thomson’s password-protected event management site, StreetEvents (www.streetevents.com).

About Albemarle

Albemarle Corporation, headquartered in Baton Rouge, Louisiana, is a leading global developer, manufacturer, and marketer of highly-engineered specialty chemicals for consumer electronics, petroleum refining, utilities, packaging, construction, automotive/transportation, pharmaceuticals, crop protection, food-safety and custom chemistry services. The Company is committed to global sustainability and is advancing its eco-practices and solutions in its three business segments, Polymer Solutions, Catalysts and Fine Chemistry. Corporate Responsibility Magazine selected Albemarle to its prestigious “100 Best Corporate Citizens” list for 2010, 2011 and 2013. Albemarle employs approximately 3,900 people and serves customers in approximately 100 countries. Albemarle regularly posts information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, Regulation G reconciliations, SEC filings, and other information regarding the Company, its businesses and the markets we serve.

Media Contact: Ashley Mendoza, (225) 388-7137, Ashley.Mendoza@albemarle.com

Investor Relations Contact: Lorin Crenshaw, (225) 388-7322, Lorin.Crenshaw@albemarle.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Albemarle Corporation’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K.

 

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana, USA

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