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Document

December 1, 2022

Ken Schuler and Craig Arakawa

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Albemarle Corporation

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 22, 2022

File No. 001-12658

Dear Mr. Schuler and Mr. Arakawa:

We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) by letter dated November 3, 2022 (the “November Comment Letter”) in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2021, filed on February 22, 2022 and amended on March 2, 2022 (the “2021 Form 10-K”).

For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the November Comment Letter. The questions are followed by the Company’s response thereto.

2021 Form 10-K

Mineral Properties, page 24

1.    We note your responses to comments 1 through 4, 6 and 7 indicating you will revise your disclosures in your Form 10-K for the year ended December 31, 2022 and associated exhibits to comply with these comments. Due to the number of modifications to bring your filing to minimal compliance with Item 1300 of Regulation S-K, please amend your Form 10-K for the fiscal year ended December 31, 2021 to include your proposed revisions. Please revise to provide the:

•production disclosure proposed in your response to comment 1,

•resources disclosure proposed in your response to comment 2,

•resource and reserve disclosure proposed in your response to comment 3,

•metric tonne disclosure proposed in your response to comment 4,

Mr. Schuler and Mr. Arakawa

December 1, 2022

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•attributable resources and reserves disclosure proposed in your response to comment 6, and

•disclosure of key assumptions such as cutoff grade, price, and operating costs proposed in your response to comment 7.

    For each of the revisions made in response to the aforementioned prior comments, please

also identify for us the location of the respective revisions made in your amended filing.

Response

The Company acknowledges the Staff’s comment and will file, no later than December 19, 2022, an amendment to the 2021 Form 10-K (the “Form 10-K/A”) that includes the revisions proposed in the Company’s October 12, 2022 letter to the Staff (the “October Response Letter”) that are referenced in the first comment of the November Comment Letter. Concurrently with filing the Form 10-K/A, the Company will file a supplementary response to the November Comment Letter identifying the location of the revisions made in the Form 10-K/A. The Company considered these matters in preparing its original disclosures, but based on its initial interpretation of Item 601(b)(96) and subpart 1300 of Regulation S-K (the “Mining Disclosure Rules”), the Company determined that this information was not material and did not appear relevant to the Company’s business (e.g., since several of its larger extraction sites, such as the Dead Sea, are not traditional mines).  However, the Company acknowledges the Staff’s interpretation of the Mining Disclosure Rules during the first year of their application and will file the Form 10-K/A to make the revisions.

Greenbushes, Australia, page 30

2.     We note your response to comment 5 stating in future filings you will include some of the information presented. Please amend your Form 10-K for the year ended December 31, 2021 and associated exhibits to include this explanation, disclose your cutoff grade calculation as an incremental or marginal cutoff grade and discuss the variance in sustaining capital as used in the cutoff grade compared to the resultant sustaining capital estimate found in Section 18.

Response

The Company acknowledges the Staff’s comment and will file, no later than December 19, 2022, the Form 10-K/A and a revised technical report for the Company’s Greenbushes property that disclose the cutoff grade calculation as an incremental or marginal cutoff grade and discuss the variance in sustaining capital as used in the cutoff grade compared to the resultant sustaining capital estimate found in Section 18 of such technical report. These revisions reflect information that the Company did not include in its original disclosures based on its initial interpretation of the Mining Disclosure Rules and that does not materially change the Company’s overall disclosures; however, the Company acknowledges the SEC’s interpretation of the Mining Disclosure Rules during the first year of their application and will file the Form 10-K/A and revise the technical report to make the revisions.

Mr. Schuler and Mr. Arakawa

December 1, 2022

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9A. Controls and Procedures, page 127

3.     In light of the revisions to your S-K 1300 disclosures and related technical reports, please reassess your conclusion that your disclosure controls and procedures were effective as of December 31, 2021.

Response

The Company advises the Staff that it has reassessed its conclusion that its disclosure controls and procedures were effective as of December 31, 2021.  As part of this reassessment, the Company’s management carefully considered a number of factors, including established Commission guidance on such controls and procedures, the overall design of the Company’s disclosure controls and procedures, and the information contained in the 2021 Form 10-K and related technical reports in relation to the comments raised by the Staff.  Following this reassessment and as further described below, the Company’s management concluded that the Staff comments were reflective of conscious decisions made within the framework of the Company’s disclosure controls and procedures during the first year of compliance with the Mining Disclosure Rules rather than material errors or substantive omissions. The Company’s disclosure decisions were based upon its interpretations of the Mining Disclosure Rules and resulted from, among other things, consultation with two third-party experts which were each assisting numerous other companies in complying with the Mining Disclosure Rules during their first year of application as well as the Company’s participation in roundtable discussions with other registrants with mining operations.   Additionally, the Company’s management believes that the additional information to be included in the Form 10-K/A and revised technical reports requested by the Staff on the whole constitutes useful information, but that such information does not materially change the Company’s overall disclosures. As a result, the Company’s management  again reached the conclusion that the Company’s disclosure controls and procedures were effective as of December 31, 2021.

Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires issuers to maintain disclosure controls and procedures and requires each issuer’s management to evaluate the effectiveness of the issuer’s disclosure controls and procedures as of the end of each fiscal quarter.  In the Adopting Release for Rule 13a-15 (Certification of Disclosure, SEC Release No. 33-8124; 34-46427, August 29, 2002), the Commission noted that Rule 13a-15 “require[s] an issuer to maintain disclosure controls and procedures to provide reasonable assurance that the issuer is able to record, process, summarize and report the information required in the issuer’s Exchange Act reports.” The Commission stated that these disclosure controls and procedures should: (i) “ensure timely collection and evaluation of information potentially subject to disclosure” under the requirements of Regulation S-K and other Exchange Act rules; (ii) “capture information that is relevant to an assessment of the need to disclose developments and risks that pertain to the issuer’s businesses”; and (iii) “cover information that must be evaluated in the context of the disclosure requirement of Exchange Act Rule 12b-20.” Further, the Staff has recognized that the effectiveness of internal control systems is subject to inherent limitations, including the exercise of judgment (Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934,

Mr. Schuler and Mr. Arakawa

December 1, 2022

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SEC Release No. 33-8810, 34-55929, June 27, 2007). In reassessing its disclosure controls and procedures, which are described further below, the Company did not find any failure in the timely collection and evaluation of information subject to disclosure under the Exchange Act, the capture of information relevant to assessing the need to disclose business developments and risks, or covering information that must be evaluated in the context of Rule 12b-20. Instead, the Company found that the Staff’s comments were generally reflective of conscious decisions and the exercise of judgment by the Company in preparing its disclosures called for by the Mining Disclosure Rules during their first year of application. The Company believes these decisions and judgments are an inherent part of all disclosure controls and procedures and are not evidence of the Company’s disclosure controls and procedures failing to provide reasonable assurance in meeting their objectives.

The Company’s disclosure controls and procedures are designed with numerous protocols and features the Company believes provide reasonable assurance that information required to be disclosed is reported accurately and in a timely fashion:

•The Company’s SEC reporting team is responsible for gathering information for and preparing Exchange Act reports. The SEC reporting team utilizes disclosure checklists to ensure the appropriate information is included in such reports and regularly meets internally and with third-party experts, including the Company’s outside legal counsel and the qualified persons described below, to discuss the Exchange Act reports, ensure that the Exchange Act reports include all required information, and update the Exchange Act reports based on discussion and input from the Company’s Disclosure Committee and third-party experts.

•The Company’s Disclosure Committee, which includes the Company’s Chief Financial Officer and Chief Accounting Officer, as well as members of the Company’s Finance, Legal and Tax teams and representatives of each global business unit, meets on a quarterly basis and more frequently as appropriate to review the information included in the Company’s Exchange Act reports and discuss particular items and disclosure topics.   The variety of expertise represented on the Disclosure Committee is in recognition of the wide variety of subject matters that are addressed in Exchange Act reports. Additionally, the Disclosure Committee’s process is reviewed by the Company’s Director of Controls and Audit.

•Material disclosure items noted by the Disclosure Committee are discussed with the Company’s Board of Directors and/or Audit and Finance Committee, as appropriate.

The Company believes its preparation for compliance with the Mining Disclosure Rules was thorough and appropriately conducted within the framework of its disclosure controls and procedures. The process of preparing the 2021 Form 10-K and related technical reports included, among other things, the following:

•Engaging SRK Consulting (U.S.), Inc. (“SRK”) and RPS Energy Canada Ltd. and RESPEC Consulting Inc. (together, “RPS”) in early 2020 to begin preparing the technical reports. The

Mr. Schuler and Mr. Arakawa

December 1, 2022

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Company selected SRK and RPS as qualified persons (“QPs”) on the basis of their experience with hard rock and solution mining, their experience with lithium, their experience working with U.S. public companies on Exchange Act disclosures, their experience with compliance under other CRIRSCO-based mining codes (including Australia, Chile, and Canada), and their internal controls and processes to support sufficient and appropriate disclosures. Additionally, SRK and RPS were already familiar with the Company’s operations from prior engagements.

•Meeting with representatives of SRK and RPS hundreds of times over approximately two years in developing disclosures under the Mining Disclosure Rules. The Company’s participants in such meetings included representatives from its various business units, Lithium and Bromine Resource Development teams, SEC reporting team, internal audit team and in-house legal department. With respect to disclosure controls and procedures, these meetings addressed oversight of the QPs to ensure their processes and procedures were appropriately applied, review of proposed disclosures, review of the QPs’ Mining Disclosure Rules checklists, discussion regarding the QPs’ recommendations on disclosures, and ensuring that information that was included in the 2021 Form 10-K and related technical reports was both material and relevant to the Company’s business.

•Discussing with the QPs as to how their other clients were responding to the new Mining Disclosure Rules to ensure that the Company’s disclosures would be consistent with industry practice.  The Company’s management also participated in several industry roundtables in which the Mining Disclosure Rules and the underlying disclosure controls and procedures were discussed.

In light of its reassessment of its disclosure controls and procedures, including their application to the Mining Disclosure Rules, the Company does not believe that the Staff’s comments are indicative of ineffective disclosure controls and procedures. The Company is committed to best practices in its public disclosures and, as a result, will defer to and accommodate the Staff’s positions, but the Company does not believe that any such deference or accommodation indicates a failure of its disclosure controls and procedures in preparing the original disclosures or an acknowledgment that the additional information to be included in the Form 10-K/A or revised technical reports constitutes material information that was omitted by the Company.

In reviewing the Staff’s comment letter of September 14, 2022 (the “September Comment Letter”), the Company found it helpful to categorize the Staff’s comments regarding the Mining Disclosure Rules into roughly four categories as described further below:  (i) matters of interpretation of the new rules in their first year of application, (ii) the deliberate exclusion of information the Company did not consider to be material and did not appear relevant to its business, (iii) requests for additional explanation or information that the Company did not include in its original disclosures based on its initial interpretation of the Mining Disclosure Rules, and (iv) minor deviations from the Mining Disclosure Rules made in the exercise of the Company’s judgment as to disclosure most fitting for its particular business and which do not render the related disclosures inadequate or misleading.

Mr. Schuler and Mr. Arakawa

December 1, 2022

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(i)The following issues were evaluated by the Company in preparing its original disclosures and reflect its initial interpretation of the Mining Disclosure Rules:

othe Company interpreted the requirement to disclose aggregate annual production to mean all properties’ production of a product rather than the aggregate production of each individual site (comment 1 in the September Comment Letter);

othe Company provided information regarding its attributable ownership in footnotes and narrative disclosure rather than in tables reporting resources and reserves (comments 3, 6, 12, and 13 in the September Comment Letter);

ocertain QP opinions were not ex