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Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity Equity:
Common Stock
On May 9, 2024, the Company filed to amend the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to increase the number of authorized shares of common stock, $0.01 par value per share, from 150,000,000 to 275,000,000 (the “Charter Amendment”). The Charter Amendment became effective May 10, 2024.
Mandatory Convertible Preferred Stock
On March 8, 2024, the Company issued 46,000,000 depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The 2,300,000 shares of Mandatory Convertible Preferred Stock issued has a $1,000 per share liquidation preference. As a result of this transaction, the Company received cash proceeds of approximately $2.2 billion, net of underwriting fees and offering costs. The Company intends to use the proceeds for general corporate purposes, which may include, among other uses, funding capital expenditures, following the repayment of commercial paper with a portion of the proceeds in the first quarter of 2024.
Dividends on the Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as and if declared by the Albemarle board of directors, or an authorized committee thereof, at an annual rate of 7.25% on the liquidation preference of $1,000 per share, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. Dividends that are declared on the Mandatory Convertible Preferred Stock will be payable quarterly to the holders of record on February 15, May 15, August 15 and November 15 of each year, immediately preceding the relevant dividend payment date, whether or not such holders convert their Depositary Shares, or such Depositary Shares are automatically converted, after a record date and on or prior to the immediately succeeding dividend payment date. Dividends of $17.12 per share of Mandatory Convertible Preferred Stock were paid in June 2024 and dividends of $18.125 per share of Mandatory Convertible Preferred Stock were paid in September and December 2024. Subsequent quarterly cash dividends are expected to be $18.125 per share of Mandatory Convertible Preferred Stock. Dividends are expected to be paid on March 1, June 1, September 1 and December 1 of each year ending on, and including, March 1, 2027.
The Company may not redeem the shares of the Mandatory Convertible Preferred Stock. However, at its option, the Company may purchase the Mandatory Convertible Preferred Stock from time to time on the open market, by tender offer, exchange offer or otherwise.
Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be March 1, 2027, into between 7.618 shares and 9.140 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock (the “Certificate of Designations”). The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 1, 2027.
Holders of shares of Mandatory Convertible Preferred Stock have the option to convert all or any portion of their shares of the Mandatory Convertible Preferred Stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends in the Certificate of Designations.
If a Fundamental Change, as defined in the Certificate of Designations, occurs on or prior to March 1, 2027, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their Mandatory Convertible Preferred Stock at the fundamental change conversion rate, as defined in the Certificate of Designations, as for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.
There were 2,300,000 shares of Mandatory Convertible Preferred Stock issued and outstanding at December 31, 2024.
Accumulated Other Comprehensive Loss
The components and activity in Accumulated other comprehensive loss (net of deferred income taxes) consisted of the following during the years ended December 31, 2024, 2023 and 2022 (in thousands):
Foreign Currency Translation and Other
Cash Flow Hedge(a)
Interest Rate Swap(b)
Total
Balance at December 31, 2021
$(391,674)$6,623 $(7,399)$(392,450)
Other comprehensive loss before reclassifications(171,367)(4,399)— (175,766)
Amounts reclassified from accumulated other comprehensive loss72 — 7,399 7,471 
Other comprehensive (loss) income, net of tax(171,295)(4,399)7,399 (168,295)
Other comprehensive loss attributable to noncontrolling interests83 — — 83 
Balance at December 31, 2022
$(562,886)$2,224 $— $(560,662)
Other comprehensive income before reclassifications26,337 5,986 — 32,323 
Amounts reclassified from accumulated other comprehensive loss66 (135)— (69)
Other comprehensive income, net of tax26,403 5,851 — 32,254 
Other comprehensive income attributable to noncontrolling interests(118)— — (118)
Balance at December 31, 2023
$(536,601)$8,075 $— $(528,526)
Other comprehensive loss before reclassifications(210,611)(28,701)— (239,312)
Amounts reclassified from accumulated other comprehensive loss77 25,766 — 25,843 
Other comprehensive loss, net of tax(210,534)(2,935)— (213,469)
Other comprehensive income attributable to noncontrolling interests(67)— — (67)
Balance at December 31, 2024
$(747,202)$5,140 $— $(742,062)
(a)    We previously entered into a foreign currency forward contract, which was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. During the year ended December 31, 2024, the Company dedesignated the remaining foreign currency forward contracts accounted for as cash flow hedges. The related loss was reclassified to Other income, net during the year ended December 31, 2024. The balance of the settled hedged foreign currency forward contracts will be reclassified to earnings over the life of the related assets. See Note 17, “Restructuring Charges and Asset Write-offs,” and Note 22, “Fair Value of Financial Instruments,” for additional information.
(b)    The pre-tax portion of the amount reclassified from accumulated other comprehensive loss is included in interest expense. The balance of this interest rate swap was being amortized to Interest and financing expenses over the life of the 4.15% senior notes originally due in 2024. As discussed in Note 12, “Long-term Debt,” the Company repaid these notes in the second quarter of 2022, and as a result, reclassified the remaining balance of this interest rate swap to interest expense during the same period as part of the early extinguishment of debt.
The amount of income tax (expense) benefit allocated to each component of Other comprehensive (loss) income for the years ended December 31, 2024, 2023 and 2022 is provided in the following tables (in thousands):
Foreign Currency Translation and OtherCash Flow HedgeInterest Rate SwapTotal
2024
Other comprehensive loss, before tax$(210,522)$(2,935)$— $(213,457)
Income tax expense(12)— — (12)
Other comprehensive loss, net of tax$(210,534)$(2,935)$— $(213,469)
2023
Other comprehensive income, before tax$23,964 $8,358 $— $32,322 
Income tax benefit (expense)2,439 (2,507)— (68)
Other comprehensive income, net of tax$26,403 $5,851 $— $32,254 
2022
Other comprehensive (loss) income, before tax$(168,953)$(4,399)$9,739 $(163,613)
Income tax expense(2,342)— (2,340)(4,682)
Other comprehensive (loss) income, net of tax$(171,295)$(4,399)$7,399 $(168,295)