Edgar Filing: ALBEMARLE CORP

Form 11-K 2013

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 (NO FEE REQUIRED)

For the fiscal year ended December 31, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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

451 Florida Street

Baton Rouge, Louisiana 70801

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

INDEX OF FINANCIAL STATEMENTS AND SCHEDULE




	Page(s)

Report of Independent Registered Public Accounting Firm	2

Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2013 and 2012	3

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2013	4

Notes to Financial Statements	5-12

Supplemental Schedule:

Schedule of Assets (Held at End of Year) at December 31, 2013	13

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.

Signatures

Exhibit

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the Albemarle Corporation Retirement Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Albemarle Corporation Retirement Savings Plan (the “Plan”) at December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

New Orleans, Louisiana

June 20, 2014

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2013 and 2012

(in U.S. dollars)



	2013								2012
	Participant Directed			Nonparticipant Directed		Total			Participant Directed			Nonparticipant Directed		Total
Assets:
Investments, at fair value	$	623,264,491		$	—	$	623,264,491		$	415,383,862		$	158,123,688	$	573,507,550
Receivables:
Employer contributions	174,261			—		174,261			58,665			104,928		163,593
Employee contributions	200,226			—		200,226			179,079			—		179,079
Dividends and interest	135,576			—		135,576			147,967			—		147,967
Notes receivable from participants	8,119,402			—		8,119,402			8,236,695			—		8,236,695
Net assets at fair value	631,893,956			—		631,893,956			424,006,268			158,228,616		582,234,884
Adjustment from fair value to contract value for fully benefit-responsive investments contracts	(689,360		)	—		(689,360		)	(2,864,804		)	—		(2,864,804		)
Net assets available for benefits	$	631,204,596		$	—	$	631,204,596		$	421,141,464		$	158,228,616	$	579,370,080

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

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

for the Year ended December 31, 2013

(in U.S. dollars)



	Participant Directed			Nonparticipant Directed			Total
Additions:
Employee contributions	$	20,565,150		$	—		$	20,565,150
Employer contributions	19,438,104			—			19,438,104

Dividends and interest	9,134,952			511,523			9,646,475
Net appreciation in fair value of investments	59,636,767			120,618			59,757,385
Subtotal of investment income	68,771,719			632,141			69,403,860
Interest income on notes receivable from participants	347,415			—			347,415
Total additions	109,122,388			632,141			109,754,529
Deductions:
Benefit payments	(57,204,196		)	(416,064		)	(57,620,260		)
Administrative expenses	(299,732		)	(21		)	(299,753		)
Total deductions	(57,503,928		)	(416,085		)	(57,920,013		)
Transfers	158,444,672			(158,444,672		)	—
Net increase (decrease)	210,063,132			(158,228,616		)	51,834,516
Net assets available for benefits, beginning of year	421,141,464			158,228,616			579,370,080
Net assets available for benefits, end of year	$	631,204,596		$	—		$	631,204,596

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

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


1.	Description of Plan:

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 451 Florida Street, Baton Rouge, Louisiana 70801.

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 2013 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 $5,500. 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 2013.

Prior to January 1, 2013, matching contributions made by Albemarle were invested in the Albemarle Corporation Common Stock Fund (“Albemarle Stock Fund”), which contained both participant and nonparticipant directed balances. Effective January 1, 2013, Company matching contributions are made in cash and are invested in accordance with the investment elections of Plan participants. As a result, in January 2013 the remaining nonparticipant directed balance in the Albemarle Stock Fund was transferred into the participant directed balance. Participants may transfer funds from the Albemarle Stock Fund to other available investment options at any time.

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, 2013, the Plan’s investment options consisted of twenty-five active funds (fourteen of which were investment options at December 31, 2012 and eleven of which were not investment options at December 31, 2012) and two inactive funds. Inactive funds are the Tredegar Corporation Common Stock Fund, which

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

holds investments in common stock of Tredegar Corporation and the NewMarket (formerly named Ethyl) Corporation 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.

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. Prior to 2013, the portion of the Albemarle Stock Fund which was contributed by the Company and not transferred by the participant was reported as nonparticipant directed. 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.

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 4.25% to 9.25% at December 31, 2013 and 2012. 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.

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 Stock Fund and the Tredegar 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, 2013, $10,170 of forfeitures were used to reduce required Company contributions. As of December 31, 2013, there was an immaterial amount of forfeitures remaining which may be used as a reduction of required Company contributions for the 2014 plan year.

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 $79,200 and $82,500 in 2013 and 2012, respectively.

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


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.

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.

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS



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 (“contract value”). However, the fair value of the fund is also presented. The fair value of the investment is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. 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, 2013.

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, 2013.

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 appreciation in fair value of investments,” which consists of realized gains and losses and changes in the 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.

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


3.	Investments:

The following table presents investments at fair value held at year-end that represent 5% or more of Net assets available for benefits:



	2013		2012
Albemarle Stock Fund*	$	171,648,780	$	216,442,851
Invesco Stable Value Retirement Fund	86,859,340		87,622,326
PIMCO Total Return Port. Instl. Fund	38,168,774		48,874,774
Northern Trust Collective S&P 500 Index Fund	67,380,522		54,517,973
American Funds American Balanced Fund	44,545,384		—

*Nonparticipant-directed investments totaled $158,123,688 at December 31, 2012.

During 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $59,757,385 as follows:



Common stocks	$	8,630,717
Mutual funds	24,714,697
Common/collective trusts	26,411,971
	$	59,757,385


4.	Federal Income Taxes:

The IRS issued a favorable determination letter dated January 9, 2013, 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. As the letter does not cover the latest amendments made to the Plan, an updated determination letter was requested on January 31, 2014. The updated determination letter is still pending; 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, 2013, 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, 2013, the Company believes that it is no longer subject to income tax examination for years prior to 2009.


5.	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.

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


6.	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

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2013:



	Investments at Fair Value as of December 31, 2013
	Level 1		Level 2		Level 3		Total
Albemarle Stock Fund	$	171,648,780	$	—	$	—	$	171,648,780
Mutual funds – large cap	41,451,845		—		—		41,451,845
Mutual funds – fixed income	49,754,175		—		—		49,754,175
Mutual funds – international equity	39,555,036		—		—		39,555,036
Mutual funds – balanced	44,545,384		—		—		44,545,384
Mutual funds – mid cap	25,248,933		—		—		25,248,933
Mutual funds – small cap	7,339,946		—		—		7,339,946
Mutual funds – real estate	3,553,129		—		—		3,553,129
Brokerage securities:
Common stocks	6,393,357		—		—		6,393,357
Mutual funds	15,120		—		—		15,120
Money market funds	1,750,033		—		—		1,750,033
Common stock funds	13,139,028		—		—		13,139,028
Common/collective trusts:
Stable Value Retirement Fund	—		86,859,340		—		86,859,340
Equities	31,234,486		77,186,236		—		108,420,722
Fixed income	—		8,894,070		—		8,894,070
Money market funds	14,695,593		—		—		14,695,593
Total Investments at fair value	$	450,324,845	$	172,939,646	$	—	$	623,264,491

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2012:



	Investments at Fair Value as of December 31, 2012
	Level 1		Level 2		Level 3		Total
Albemarle Stock Fund	$	216,442,851	$	—	$	—	$	216,442,851
Mutual funds – large cap	29,509,142		—		—		29,509,142
Mutual funds – fixed income	48,874,774		—		—		48,874,774
Mutual funds – international equity	32,854,000		—		—		32,854,000
Mutual funds – balanced	26,714,707		—		—		26,714,707
Mutual funds – mid cap	14,517,674		—		—		14,517,674
Common stock funds	12,417,883		—		—		12,417,883
Common/collective trusts:
Stable Value Retirement Fund	—		87,622,326		—		87,622,326
Equities	25,655,774		54,517,973		—		80,173,747
Fixed income	—		8,760,615		—		8,760,615
Money market funds	15,619,831		—		—		15,619,831
Total Investments at fair value	$	422,606,636	$	150,900,914	$	—	$	573,507,550

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. The Plan deems transfers between levels of the fair value hierarchy to have occurred on the date of the event or change in circumstance that caused the transfer. There were no transfers between Levels 1 and 2 during the years ended December 31, 2013 and 2012. See Note 2 for a description of the valuation methodologies for assets measured at fair value.


7.	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, 2013, purchases and sales of this investment were as follows:



	Purchases			Sales
	Shares	Amount		Shares	Amount
Merrill Lynch Retirement Bank Account	17,677,901	$	17,677,901	17,247,920	$	17,248,119

Participants also have the option of investing in the Albemarle Stock Fund. Purchases of 390,264 shares of the Albemarle Stock Fund totaled $24,809,354 for the year ended December 31, 2013. Distributions made in and sales of 1,092,614 shares of the Albemarle Stock Fund totaled $70,480,264 for the year ended December 31, 2013. 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.

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


8.	Unallocated Assets:

Unallocated assets at December 31, 2013 and 2012 were $583,290 and $976,099, 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.


9.	Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2013 and 2012, respectively, to the Form 5500:



	2013			2012
Net assets available for benefits per the financial statements	$	631,204,596		$	579,370,080
Adjustment from contract value to fair value for fully benefit-responsive investment contracts	689,360			2,864,804
Amounts allocated to withdrawing participants	(394,601		)	(827,020		)
Net assets available for benefits per the Form 5500	$	631,499,355		$	581,407,864

The following is a reconciliation of total income per the financial statements for the year ended December 31, 2013 to the Form 5500:



Total income per the financial statements	$	109,754,529
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts	(2,175,444		)
Total income per the Form 5500	$	107,579,085

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2013 to the Form 5500:



Benefits paid to participants per the financial statements	$	57,620,260
Add: Amounts currently payable at December 31, 2013	394,601
Less: Amounts payable at December 31, 2012	(827,020		)
Benefits paid to participants per the Form 5500	$	57,187,841

ALBEMARLE CORPORATION RETIREMENT SAVINGS PLAN

SCHEDULE H, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2013



(a)	(b) Identity	(c) Description	(d) Cost*		(e) Current Value
	Invesco Stable Value Retirement Fund	Collective trust	$	—	$	86,859,340
**	Merrill Lynch Retirement Bank Account	Interest-bearing, money market deposit account	—		14,203,256
	PIMCO Total Return Port. Instl. Fund	Mutual fund	—		38,168,774
	Northern Trust Aggregate Bond Index Fund	Collective trust	—		4,799,047
	Northern Trust Collective S&P 500 Index Fund	Collective trust	—		67,380,522
	SSgA Russell Small Cap Index Fund	Collective trust	—		31,234,486
	BlackRock MSCI EAFE Equity Index Fund	Collective trust	—		5,320,388
	BlackRock Mid Capitalization Equity Index Fund	Collective trust	—		4,485,326
	JP Morgan Large Cap Growth Fund	Mutual fund	—		27,412,929
	Janus Triton Fund	Mutual fund	—		5,316,903
	Prudential High Yield Fund	Mutual fund	—		5,158,184
	Delaware Small Cap Value Fund	Mutual fund	—		2,023,043
	John Hancock Disciplined Value Mid Cap Fund	Mutual fund	—		7,703,867
	ING Real Estate Fund	Mutual fund	—		893,987
	Vanguard Emerging Markets Stock Index Fund	Mutual fund	—		2,292,024
	Vanguard REIT Index Fund	Mutual fund	—		2,659,142
	Templeton Global Bond Fund	Mutual fund	—		6,427,217
	Brokerage Account	Brokerage securities	—		8,158,510
	Prudential Jennison Mid-Cap Growth Fund	Mutual fund	—		17,545,066
	American Funds American Balanced Fund	Mutual fund	—		44,545,384
	American Funds Washington Mutual Investors Fund	Mutual fund	—		14,038,916
	Oppenheimer International Growth Fund Class Y	Mutual fund	—		19,726,086
	SSgA U.S. Inflation Protected Bond Index Fund	Collective trust	—		4,095,023
	MFS International Value Fund	Mutual fund	—		13,508,028
	Lazard Emerging Markets Fund	Mutual fund	—		4,028,898
**	Albemarle Stock Fund	$.01 par value, 2,707,821 shares	—		171,648,780
	NewMarket Common Stock Fund	$1.00 par value, 37,065 shares	—		12,385,104
	Tredegar Corporation Common Stock Fund	No par value, 26,169 shares	—		753,924
	CMA Money Fund	Cash-interest bearing – short term money market investments	—		492,337
	Total plan investments		—		$	623,264,491
**	Notes receivable from participants	Terms from 1- 30 years with interest rates from 4.25% to 9.25%	—		$	8,119,402

* Cost information is not required for participant directed investments.

** Denotes a party-in-interest to the Plan.

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, 2014

EXHIBIT INDEX




Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm