Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 11-K
_________________________

x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number 001-12658
 
_________________________
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Albemarle Corporation
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
 
 
 
 
Page(s)
 
 
 
 
Financial Statements:
 
 
 
 
 
 
 
5-10
 
 
Supplemental Schedules:
 
 
 
 
 
 
 
Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are not applicable.
 
 
 
 
 
 

1



Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of Albemarle Corporation Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Albemarle Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2018 and 2017 and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule of Assets (Held at End of Year) at December 31, 2018 and Schedule of Delinquent Participant Contributions at December 31, 2018 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 20, 2019

We have served as the Plan’s auditor since 1998.

2




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2018 and 2017
(in U.S. dollars)

 
2018
 
2017
Assets:
 
 
 
Investments, at fair value
$
714,266,275

 
$
870,353,980

Receivables:
 
 
 
Employer contributions
794,102

 
1,129,976

Employee contributions
594,962

 
708,036

Dividends and interest
79,265

 
120,102

Notes receivable from participants
6,922,176

 
8,236,643

Net assets available for benefits
$
722,656,780

 
$
880,548,737

The accompanying notes are an integral part of these financial statements.

3




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the Year ended December 31, 2018
(in U.S. dollars)

 
2018
Additions:
 
Employee contributions
$
24,957,934

Employer contributions
23,635,807

 
 
Dividends and interest
27,376,469

Interest income on notes receivable from participants
365,329

Total additions
76,335,539

Deductions:
 
Net depreciation in fair value of investments
(133,038,461
)
Benefit payments
(100,880,413
)
Administrative expenses
(308,622
)
Total deductions
(234,227,496
)
 
 
Net decrease in net assets available for benefits
(157,891,957
)
Net assets available for benefits, beginning of year
880,548,737

Net assets available for benefits, end of year
$
722,656,780

The accompanying notes are an integral part of these financial statements.


4




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1.
Description of Plan:

a.
General and Eligibility: The Albemarle Corporation Retirement Savings Plan, as amended and restated (the “Plan”), is a defined-contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Bank of America, N.A. (“Bank of America”) serves as the Plan’s trustee and recordkeeper. Employees are eligible to become a member of the Plan on their date of employment as a regular employee of Albemarle Corporation (the “Company” or “Albemarle”). Information regarding Plan benefits, priority of distributions upon termination of the Plan and vesting is provided in the Plan agreement, which is available at the main office of the Company at 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209.

b.
Contributions: Non-highly compensated participants can make pre-tax 401(k) contributions, Roth 401(k) contributions or a combination thereof, ranging from a minimum of 1% to a maximum of 50% of base pay and bonus as defined in the Plan agreement, subject to annual limitations prescribed by the Internal Revenue Service (“IRS”). Albemarle matches 100% of the first 3% of base pay and bonus that eligible participants contribute to the Plan. For contributions exceeding 3% but not greater than 9% of base pay and bonus, Albemarle matches 50% of such contributions. The combined Company match to these participants cannot exceed 6% of base pay and bonus. For employees that are members of certain collective bargaining units or other employee groups as specified in the Plan, Albemarle matches 100% of the participant’s contribution up to a maximum of 5% of base pay.

Company matching contributions are made in cash and invested in accordance with the investment elections that participants choose to have their base pay and bonus deferrals invested in. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“rollover contributions”). Participants who have reached age 50 before the end of the plan year are eligible to make catch-up contributions. The 2018 catch-up provision allows eligible participants to make an additional pre-tax or Roth contribution of 1% to 50% of their eligible pay up to an annual maximum of $6,000. Such additional contribution does not qualify for matching contributions from the Company.

Effective April 1, 2004, the Plan was amended to allow the Company to make Defined Contribution Pension Benefit (“DCPB”) contributions (“pension contributions”) to accounts of participants hired or rehired on or after April 1, 2004. These participants are not eligible to participate in the Company’s defined benefit pension plans. Effective October 20, 2011, the Plan was further amended to allow participants hired prior to April 1, 2004 to be eligible to receive pension contributions on or after January 1, 2013, provided they meet certain eligibility requirements. Effective January 1, 2013, the pension contributions made in cash by the Company are equal to 5% of base pay and bonus for all participants.
The Company may make an additional discretionary contribution to the Plan for any plan year. No discretionary contributions were made by the Company in 2018.
Prior to January 1, 2013, matching contributions made by Albemarle were invested in the Albemarle Corporation Common Stock Fund (“Albemarle Stock Fund”). Effective January 1, 2013, Company matching contributions are made in cash and are invested in accordance with the investment elections of Plan participants. Participants may transfer funds from the Albemarle Stock Fund to other available investment options at any time.
c.
Participant Accounts: Accounts are periodically adjusted to reflect activity occurring since the previous valuation date including: contributions credited to and any distributions charged against accounts; interest, dividends and realized and unrealized gains or losses to the applicable investment funds; and stock and/or units of participation purchases and/or sales by the Trustee for the Plan. The benefit to which a participant is entitled is the value of the participant’s vested account at the applicable time.

d.
Vesting: All contributions (employer and participant) plus actual earnings thereon are 100% vested at all times.

e.
Investment options: At December 31, 2018, the Plan’s investment options consisted of twenty-five active funds and two inactive funds. Inactive funds are the Tredegar Corporation Common Stock Fund, which holds investments in common stock of Tredegar Corporation, and the NewMarket (formerly named Ethyl) Common Stock Fund, which holds investments in common stock of NewMarket Corporation. Effective January 1, 2013, a self-directed brokerage account option is also available to allow participants to select investment options not specifically offered by the Plan.

5




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS


Participants currently in the Plan may direct the investments of their contributions to any of the twenty-five active funds, to the self-directed brokerage account or any combination thereof. Participants may not contribute to the two inactive funds nor transfer funds from other options into those funds. Dividends earned are reinvested in the active funds. Transfers may be made between active funds and out of the inactive funds. Effective November 1, 2012, the Plan provides that participants may not have separate investment directions for pre-tax 401(k) contributions, Roth 401(k) contributions and pension contributions; all such contributions must follow the same investment directions.

f.
Participant loans: Notes receivable from participants are reported on the Statements of Net Assets Available for Benefits at their unpaid principal balance plus accrued but unpaid interest. Participants may borrow a minimum of $1,000 from their fund accounts up to a maximum equal to the lesser of $50,000 or 50 percent of the participant’s non-forfeitable account balance. The loans are collateralized by the balance in the participant’s account and bear interest at a rate of prime plus one percent as determined by the last day of the quarter preceding the loan origination date, for the life of the loan. Loan terms range from 1 to 30 years, with interest rates ranging from 3.25% to 9.50% at December 31, 2018. Principal and interest is repaid in installments during the term of the loan through payroll deductions. The pension contribution account is not available for loans and is not taken into account in determining the maximum amount of a loan available to a participant.

g.
Payment of Benefits: Employees may decide whether benefits will be received directly in the form of a lump sum or rolled over to an individual IRA account or to another qualified plan. For the portion of the participant account invested in the Albemarle Stock Fund, the NewMarket Common Stock Fund and the Tredegar Corporation Common Stock Fund, the participant can receive the distribution in either cash or whole shares of stock. The Plan requires automatic payment when a participant terminates employment and has benefits in the Plan of $1,000 or less. Those participants who terminate employment with benefit amounts in excess of $1,000 may leave their accounts in the Plan or request a distribution from the Plan at their election. Absent such election, the amounts will remain in the Plan.

h.
Forfeitures: Forfeitures during a plan year serve to reduce required Company contributions. For the year ended December 31, 2018, $27,527 of forfeitures were used to reduce required Company contributions. As of December 31, 2018, there was a minimal amount of forfeitures remaining which may be used as a reduction of required Company contributions for the 2019 plan year.

i.
ESOP: Effective December 14, 2001, investments in the Albemarle Stock Fund, which are allocated to participants’ accounts, constitute an Employee Stock Ownership Plan (the “ESOP”). Participants may elect to have cash dividends paid on stock held by the ESOP and allocated to their accounts, distributed directly to them or reinvested. Distributions of dividends are included in Benefit payments on the Statement of Changes in Net Assets Available for Benefits and totaled approximately $53,000 and $52,000 in 2018 and 2017, respectively.

2.
Summary of Significant Accounting Policies:

General:

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.

Accounting Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan to make significant estimates and assumptions that affect the reported amounts of assets as of the date of the financial statements and the reported amounts of changes in assets available for benefits during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncement:

In August 2018, the Financial Accounting Standards Board issued accounting guidance that, among other things, eliminates certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose (a) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and (b) the

6




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

policy for timing of transfers between levels of the fair value hierarchy. As allowed by its provisions, we early-adopted this new guidance in the third quarter of 2018.

Risks and Uncertainties:

Plan assets include various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Securities Valuation:

Investments are stated at values determined as follows:
Common stocks
-
Fair value, based on the last published sale price on the New York Stock Exchange (or other major exchange).
 
 
 
Mutual funds
-
Net asset value of shares or units held by the Plan at year-end, based on the quoted market value of the underlying assets. There are no restrictions on redemptions of these investments.
 
 
 
Money Market Funds
-
Cost, which approximates fair value based on short term maturities and liquidity.
Common/Collective Trusts:
 
 
 
 
 
Stable Value Retirement Fund
-
Net asset value of units held by the Plan at year-end, with the underlying assets valued as follows: investments in Guaranteed Insurance Contracts (“GIC’s”) and Bank Investment Contracts (“BIC’s”) with benefit responsive features are carried at cost plus accrued interest. Money market instruments and U.S. Government agency obligations are valued at amortized cost, which approximates fair value.
 
 
 
Equities
-
Net asset value of units held by the Plan at year-end. The net asset value is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. Redemption is permitted daily with no significant restrictions or notice periods. These funds had no unfunded commitments at December 31, 2018.
 
 
 
Fixed Income
-
Net asset value of units held by the Plan at year-end. The net asset value is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. Redemption is permitted daily with no significant restrictions or notice periods. These funds had no unfunded commitments at December 31, 2018.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Securities Transactions and Related Investment Income:

Securities transactions are accounted for on a trade-date basis and dividend income is recorded on the ex-dividend date. Interest income is recorded when earned. The Plan reports in the Statement of Changes in Net Assets Available for Benefits the “net depreciation in fair value of investments,” which consists of realized gains and losses and changes in the

7




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

unrealized appreciation (depreciation) on those investments. Investment income is allocated to participant accounts in proportion to the participant’s account balance.

Payment of benefits:

Benefit payments are recorded when paid.

Administrative Expenses:

Administrative expenses associated with operating and managing the Plan are paid by the Company in accordance with a fee agreement with the Trustee, and are generally calculated based on the number of participants in the Plan. However, in accordance with the fee agreement, the Plan may receive credits from the Trustee based on the level of investment-related processing, service and other fees earned by the Trustee. Such credits are included in Dividends and interest on the Statement of Changes in Net Assets Available for Benefits. Plan participants who have selected the self-directed brokerage account option pay an annual record-keeping fee as well as commissions and fees for certain trades.

3.
Federal Income Taxes:

The IRS issued a favorable determination letter dated January 9, 2015, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and is therefore exempt from federal income taxes. The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is designed and currently being operated in compliance with the applicable provisions of the Code.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. As of December 31, 2018, the Company believes that it is no longer subject to income tax examination for years prior to 2011.

4.
Plan Termination:

Although Albemarle has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of the ERISA. In the event of Plan termination, the assets of the Plan shall be allocated to participants in proportion to their account balances as of the effective date of termination.

5.
Fair Value Measurements:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
 
 
 
Level 1
 
Unadjusted quoted prices in active markets for identical assets or liabilities
 
 
Level 2
 
Unadjusted quoted prices in active markets for similar assets or liabilities, or
 
 
 
 
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
 
 
 
 
Inputs other than quoted prices that are observable for the asset or liability, or
 
 
 
 
Inputs that are derived principally from or corroborated by observable market data by correlation or other means
 
 
Level 3
 
Unobservable inputs for the asset or liability

8




ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2018 and 2017:
 
Investments at Fair Value as of December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Albemarle Stock Fund
$
118,232,755

 
$

 
$

 
$
118,232,755

Mutual funds
292,540,421

 

 

 
292,540,421

Brokerage securities
18,209,502

 

 

 
18,209,502

Common stock funds
6,646,641

 

 

 
6,646,641

Money market funds
18,252,056

 

 

 
18,252,056

Total assets in the fair value hierarchy
453,881,375

 

 

 
453,881,375

Investments measured at net asset value(a)

 

 

 
260,384,900

Total Investments at fair value
$
453,881,375

 
$

 
$

 
$
714,266,275


 
Investments at Fair Value as of December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Albemarle Stock Fund
$
212,192,792

 
$

 
$

 
$
212,192,792

Mutual funds
338,426,446

 

 

 
338,426,446

Brokerage securities
19,025,093

 

 

 
19,025,093

Common stock funds
8,676,915

 

 

 
8,676,915

Money market funds
19,172,656

 

 

 
19,172,656

Total assets in the fair value hierarchy
597,493,902

 

 

 
597,493,902

Investments measured at net asset value(a)

 

 

 
272,860,078

Total Investments at fair value
$
597,493,902

 
$

 
$

 
$
870,353,980


(a)
The common/collective trusts are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value amount presented in this table is intended to permit reconciliation of the fair value hierarchy to the amount presented on the Statements of Net Assets Available for Benefits.

The asset’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. See Note 2 for a description of the valuation methodologies for assets measured at fair value.

During 2018, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $133,038,461.

6.
Party-in-Interest Transactions:

The applicable fiduciaries are not aware of any transaction between the Plan and a party-in-interest (as defined by ERISA) or disqualified person (as defined in the Code) to the Plan (1) which is prohibited under the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of the Code, or (2) which has not been exempted from such prohibitions pursuant to a class exemption issued by the Department of Labor.

One Plan investment is managed by Bank of America, the Trustee of the Plan. For the year ended December 31, 2018, purchases and sales of this investment were as follows:
 
Purchases
 
Sales
 
Shares
 
Amount
 
Shares
 
Amount
Merrill Lynch Retirement Bank Account
18,284,782

 
$
18,284,782

 
19,451,977

 
$
19,452,665


Participants also have the option of investing in the Albemarle Stock Fund. Purchases of 327,263 shares of the Albemarle Stock Fund totaled $32,632,167 for the year ended December 31, 2018. Distributions made in and sales of 325,681 shares

9



of the Albemarle Stock Fund totaled $33,155,848 for the year ended December 31, 2018. Participant loans also qualify as party-in-interest transactions.

These transactions qualify as exempt party-in-interest transactions under ERISA. They are not, however, prohibited transactions.

7.
Unallocated Assets:

Unallocated assets at December 31, 2018 and 2017 were $838,456 and $605,972, respectively. Unallocated assets include forfeitures, interest and dividends receivable and cash held in money market funds. These unallocated assets are included in Investments in the Statements of Net Assets Available for Benefits.

8.
Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2018 and 2017, respectively, to the Form 5500:
 
2018
 
2017
Net assets available for benefits per the financial statements
$
722,656,780

 
$
880,548,737

Fair value reporting difference for fully benefit-responsive investment contracts
(866,062
)
 
299,864

Amounts allocated to withdrawing participants
(808,160
)
 
(485,663
)
Net assets available for benefits per the Form 5500
$
720,982,558

 
$
880,362,938

The following is a reconciliation of net decrease in net assets available for benefits per the financial statements for the year ended December 31, 2018 to the Form 5500:
Net decrease in net assets available for benefits per the financial statements
$
(157,891,957
)
Less: Fair value reporting difference for fully benefit-responsive investment contracts
(1,165,926
)
Less: Benefit payment amounts currently payable at December 31, 2018
(808,160
)
Add: Benefit payment amounts payable at December 31, 2017
485,663

Net decrease in net assets per Form 5500
$
(159,380,380
)

9.
Subsequent Events:

Effective April 1, 2019:
a.
Nineteen funds were removed from the Plan.
b.
Three funds were switched to share classes with lower expense ratios.
c.
Ten new funds were added to the Plan.

10



ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN 54-1692118, Plan #002
December 31, 2018


(a)
 
(b)
Identity
 
(c)
Description
 
(d)
Cost*
 
(e)
Current
Value
 
 
Invesco Stable Value Retirement Fund
 
Collective trust
 
$

 
$
75,970,325

**
 
Merrill Lynch Retirement Bank Account
 
Interest-bearing, money market deposit account
 

 
17,490,065

 
 
PIMCO Total Return Port. Instl. Fund
 
Mutual fund
 

 
28,804,573

 
 
Northern Trust Aggregate Bond Index Fund
 
Collective trust
 

 
18,663,176

 
 
Northern Trust Collective S&P 500 Index Fund
 
Collective trust
 

 
93,308,239

 
 
State Street Russell Small Cap Index Fund
 
Collective trust
 

 
23,927,180

 
 
BlackRock MSCI EAFE Equity Index Fund
 
Collective trust
 

 
15,507,249

 
 
BlackRock Mid Capitalization Equity Index Fund
 
Collective trust
 

 
23,181,221

 
 
JP Morgan Large Cap Growth Fund
 
Mutual fund
 

 
43,837,787

 
 
Janus Triton Fund
 
Mutual fund
 

 
17,507,209

 
 
Prudential High Yield Fund
 
Mutual fund
 

 
11,445,460

 
 
American Beacon Small Cap Value Fund
 
Mutual fund
 

 
4,107,990

 
 
John Hancock Disciplined Value Mid Cap Fund
 
Mutual fund
 

 
8,640,673

 
 
Voya Real Estate Fund
 
Mutual fund
 

 
1,291,642

 
 
Vanguard Emerging Markets Stock Index Fund
 
Mutual fund
 

 
10,476,758

 
 
Vanguard REIT Index Fund
 
Mutual fund
 

 
9,691,682

 
 
Templeton Global Bond Fund
 
Mutual fund
 

 
9,675,167

 
 
Brokerage Account
 
Brokerage securities
 

 
18,209,502

 
 
Prudential Jennison Mid-Cap Growth Fund
 
Mutual fund
 

 
15,711,464

 
 
American Funds American Balanced Fund
 
Mutual fund
 

 
55,797,222

 
 
American Funds Washington Mutual Investors Fund
 
Mutual fund
 

 
39,845,118

 
 
Oppenheimer International Growth Fund Class Y
 
Mutual fund
 

 
10,352,875

 
 
State Street U.S. Inflation Protected Bond Index Fund
 
Collective trust
 

 
9,827,510

 
 
MFS International Value Fund
 
Mutual fund
 

 
22,239,463

 
 
Lazard Emerging Markets Fund
 
Mutual fund
 

 
3,115,338

**
 
Albemarle Stock Fund
 
$.01 par value, 1,534,096 shares
 

 
118,232,755

 
 
NewMarket Common Stock Fund
 
$1.00 par value, 15,867 shares
 

 
6,538,699

 
 
Tredegar Corporation Common Stock Fund
 
No par value, 6,806 shares
 

 
107,942

 
 
Money Market Fund
 
Cash-interest bearing – short term money market investments
 

 
761,991

 
 
Total plan investments
 
 
 

 
$
714,266,275

**
 
Notes receivable from participants
 
Terms from 1- 30 years with interest rates from 3.25% to 9.50%
 

 
$
6,922,176


* Cost information is not required for participant directed investments.
** Denotes a party-in-interest to the Plan.



11



ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4a- SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
EIN 54-1692118, Plan #002
December 31, 2018

Participant Contributions Transferred Late to Plan
 
Total that Constitute Nonexempt Prohibited Transactions
 
 
Check here if Late Participant Loan Repayments are included: ¨
 
Contributions Not Corrected
 
Contributions Corrected Outside VFCP
 
Contributions Pending Correction in VFCP
 
Total Fully Corrected Under VFCP and PTE 2002-51
$
992

 
$

 
$
992

 
$

 
$



12



SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN
 
 
 
 
 
BY:
 
/s/ Scott A. Tozier
 
 
 
 
Scott A. Tozier
 
 
 
 
Chairman of the Benefit Plans Investment Committee
Dated: June 20, 2019

13



EXHIBIT INDEX

 
 
 
Exhibit
No.
 
Description
 

14
Exhibit


Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-75622, 333-150694, 333-166828, 333-188599 and 333-223167) of Albemarle Corporation of our report dated June 20, 2019 relating to the financial statements and supplemental schedules of Albemarle Corporation Retirement Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
June 20, 2019