Amcol International 10-K/A 2010 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A (Amendment No. 2)

(Mark one)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2010
	Or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to _________
	Commission File Number: 1-14447

AMCOL INTERNATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	36-0724340
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2870 Forbs Avenue
Hoffman Estates, Illinois	60192
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Name of Exchange on which registered:
$0.01 par value Common Stock	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨   No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨   No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer  x Non-accelerated filer ¨ Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ¨No  x

The aggregate market value of the registrant’s $.01 par value Common Stock held by non-affiliates of the registrant (based upon the per share closing price of $23.50 per share on June 30, 2010, and, for the purpose of this calculation only, the assumption that all of the registrant’s directors and executive officers are affiliates) was approximately $571.2 million.

Registrant had 31,341,536 shares of $.01 par value Common Stock outstanding as of February 11, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III hereof.

2

Explanatory Note

AMCOL International Corporation (the “Company” or “AMCOL”) is filing this Amendment No. 2 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”) to include in Item 15 the correct audit opinion on the financial statements and related notes of Ashapura Minechem Limited (“Ashapura”), an unconsolidated joint venture, as of March 31, 2009.  Due to a clerical error, an incorrect copy of the Ashapura audit opinion was filed with the Annual Report.  Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), we are required to include in this Form 10-K/A the complete text of Item 15, including the financial statements and related notes of AMCOL International Corporation and Ashapura.  The Ashapura audit opinion is the only part of Item 15 which has been updated and no changes have been made to the financial statements and related notes of either AMCOL International Corporation or Ashapura.

In connection with the filing of this Form 10-K/A and pursuant to SEC rules, we are including currently dated certifications of our Chief Executive Officer and Chief Financial Officer.  This Form 10-K/A does not otherwise update or amend any other exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report.

PART IV

Item 15. Exhibits and Financial Statement Schedule

(a)	1.  See Index to Financial Statements and Financial Statement Schedule below.
	2.  See Index to Financial Statements and Financial Statement Schedule below.
	Such Financial Statements and Schedule are incorporated herein by reference.
	3.  See Index to Exhibits immediately following the signature page.
(b)	See Index to Exhibits immediately following the signature page.
(c)	See Index to Financial Statements and Financial Statement Schedule below.    The Financial Statements of Ashapura Minechem Limited, which appear herein, are filed in accordance with Rule 3-09 of Regulation S-X

Item 15(a) Index to Financial Statements and Financial Statement Schedule

		Page
(1)	Financial Statements:
	Reports of Independent Registered Public Accounting Firm	4
	Consolidated Balance Sheets, December 31, 2010 and 2009	6
	Consolidated Statements of Operations, Years ended December 31, 2010, 2009 and 2008	8
	Consolidated Statements of Comprehensive Income, Years ended December 31, 2010, 2009 and 2008	9
	Consolidated Statements of Equity, Years ended December 31, 2010, 2009 and 2008	10
	Consolidated Statements of Cash Flows, Years ended December 31, 2010, 2009 and 2008	11
	Notes to Consolidated Financial Statements	12
(2)	Financial Statement Schedules
	The following information is included herein in this Form 10-K pursuant to Rule 3-09 of Regulation S-X:
	Independent Auditors' Report	41
	Consolidated Balance Sheet as of March 31, 2009 and 2008 (unaudited)	42
	Consolidated Profit and Loss Accounts for the years ended March 31, 2009, 2008 (unaudited) and 2007 (unaudited)	43
	Consolidated Cash Flow Statements for the years ended March 31, 2009, 2008 (unaudited) and 2007 (unaudited)	45
	Schedules Forming Part of the Accounts	46

All other schedules called for under Regulation S-X are not submitted because they are not applicable or not required, or because the required information is not material.

3

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of AMCOL International Corporation

We have audited the accompanying consolidated balance sheets of AMCOL International Corporation and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMCOL International Corporation and Subsidiaries at December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of AMCOL International Corporation’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2011 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Chicago, Illinois

March 1, 2011

4

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of AMCOL International Corporation

We have audited AMCOL International Corporation and Subsidiaries’ internal control over financial reporting  as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).  AMCOL International Corporation and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, AMCOL International Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2010 consolidated financial statements of AMCOL International Corporation and Subsidiaries and our report dated March 1, 2011 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Chicago, Illinois

March 1, 2011

5

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	December 31,
ASSETS	2010		2009
Current assets:
Cash and cash equivalents	$	27,262	$	27,669
Accounts receivable:
Trade		178,473		137,544
Other		15,495		10,716
Inventories		107,515		96,173
Prepaid expenses		12,581		12,509
Deferred income taxes		5,553		6,525
Income taxes receivable		8,474		2,431
Other		6,211		463
Total current assets		361,564		294,030
Noncurrent assets:
Property, plant, equipment, and mineral rights and reserves:
Land and mineral rights		63,026		57,898
Depreciable assets		454,351		414,617
		517,377		472,515
Less: accumulated depreciation and depletion		256,889		236,269
		260,488		236,246
Goodwill		70,909		71,156
Intangible assets		42,590		47,185
Investment in and advances to affiliates and joint ventures		19,056		32,228
Available-for-sale securities		14,168		25,563
Deferred income taxes		7,570		2,513
Other assets		22,748		25,339
Total noncurrent assets		437,529		440,230
		799,093		734,260

Continued…

6

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY	2010		2009
Current liabilities:
Accounts payable	$	53,167	$	40,335
Accrued liabilities		59,308		49,981
Total current liabilities		112,475		90,316
Noncurrent liabilities:
Long-term debt		236,171		207,017
Pension liabilities		21,338		20,403
Deferred compensation		8,686		7,544
Other long-term liabilities		19,987		29,208
Total noncurrent liabilities		286,182		264,172
Equity:
Common stock, par value $.01 per share,  100,000,000 shares authorized;
32,015,771 shares issued in 2010 and 2009		320		320
Additional paid in capital		95,074		84,830
Retained earnings		283,189		275,200
Accumulated other comprehensive income (loss)		28,936		32,174
		407,519		392,524
Less:
Treasury stock (768,946 and 1,241,863 shares in 2010 and 2009, respectively)		8,945		14,377
Total AMCOL shareholders' equity		398,574		378,147
Noncontrolling interest		1,862		1,625
Total equity		400,436		379,772
		799,093		734,260

See accompanying notes to consolidated financial statements.

7

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

	Year Ended December 31,
	2010			2009			2008
Net sales	$	852,538		$	703,237		$	883,552
Cost of sales		635,708			515,049			658,653
Gross profit		216,830			188,188			224,899
General, selling and administrative expenses		148,298			134,702			145,653
Operating profit		68,532			53,486			79,246
Other income (expense):
Interest expense, net		(9,725	)		(12,125	)		(12,154	)
Other, net		1,034			(1,095	)		(5,149	)
		(8,691	)		(13,220	)		(17,303	)
Income before income taxes and income (loss) from affiliates and		59,841			40,266			61,943
joint ventures
Income tax expense		18,656			5,510			15,167
Income before income (loss) from affiliates and joint ventures		41,185			34,756			46,776
Income (loss) from affiliates and joint ventures		(11,261	)		115			(21,714	)
Net income		29,924			34,871			25,062
Net income (loss) attributable to noncontrolling interests		(423	)		72			(269	)
Net income attributable to AMCOL shareholders		30,347			34,799			25,331
Weighted average common shares outstanding		31,179			30,764			30,446
Weighted average common and common equivalent shares outstanding		31,548			31,034			30,990
Basic earnings (loss) per share attributable to AMCOL shareholders	$	0.97		$	1.13		$	0.83
Diluted earnings (loss) per share attributable to AMCOL shareholders	$	0.96		$	1.12		$	0.82
Dividends declared per share	$	0.72		$	0.72		$	0.68

See accompanying notes to consolidated financial statements.

8

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

	Year Ended December 31,
	2010			2009			2008			2010			2009			2008			2010			2009		2008
	Total									AMCOL Shareholders									Noncontrolling Interest
Net income (loss)	$	29,924		$	34,871		$	25,062		$	30,347		$	34,799		$	25,331		$	(423	)	$	72	$	(269	)
Other comprehensive income    (loss) -
Pension adjustment		(401	)		5,736			(12,398	)		(401	)		5,736			(12,398	)		-			-		-
Tax benefit (expense)		160			(2,226	)		4,612			160			(2,226	)		4,612			-			-		-
Unrealized gain (loss) on interest rate swap agreement		(3,584	)		2,915			(4,815	)		(3,584	)		2,915			(4,815	)		-			-		-
Tax benefit (expense)		1,320			(1,136	)		1,857			1,320			(1,136	)		1,857			-			-		-
Unrealized gain (loss) on available-for-sale securities		(11,395	)		24,265			-			(11,395	)		24,265			-			-			-		-
Tax benefit (expense)		4,119			(5,141	)		-			4,119			(5,141	)		-			-			-		-
Foreign currency translation adjustment		7,203			12,876			(27,712	)		6,543			12,482			(27,225	)		660			394		(487	)
Comprehensive income (loss)		27,346			72,160			(13,394	)		27,109			71,694			(12,638	)		237			466		(756	)

See accompanying notes to consolidated financial statements.

9

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity

(In thousands, except share and per share amounts)

	AMCOL Shareholders
	Common Stock										Accumulated
	Number										Other
			Amount		Additional						Comprehensive
	of				Paid-in			Retained			Income			Treasury			Noncontrolling			Total
	Shares				Capital			Earnings			(Loss)			Stock			Interest			Equity
Balance at December 31, 2007		32,015,771	$	320	$	81,599		$	258,164		$	33,248		$	(21,008	)		327			352,650
Net income (loss)									25,331									(269	)		25,062
Adjustment to adopt pension   measurement date rules									(423	)											(423	)
Cash dividends ($0.68 per share)									(20,619	)											(20,619	)
Currency translation adjustment												(27,225	)					(487	)		(27,712	)
Purchase of 81,081 treasury shares															(2,062	)					(2,062	)
Issuance of 425,237 treasury shares   pursuant to options and acquisitions						382									4,874						5,256
Tax benefit from employee stock   compensation plans						1,214															1,214
Vesting of common stock in   connection with employee stock   compensation plans						3,155															3,155
Unrealized loss on interest rate swap   agreement (net of $1,857 tax benefit)												(2,958	)								(2,958	)
Pension adjustments (net of $4,612 tax   benefit)												(7,786	)								(7,786	)
Investment made by non-controlling   interests																		2,395			2,395
Other																		183			183
Balance at December 31, 2008		32,015,771		320		86,350			262,453			(4,721	)		(18,196	)		2,149			328,355
Net income (loss)									34,799									72			34,871
Cash dividends ($0.72 per share)									(22,052	)											(22,052	)
Currency translation adjustment												12,482						394			12,876
Purchase of 35,801 treasury shares															(478	)					(478	)
Issuance of 371,725 treasury shares   pursuant to options and acquisitions						(282	)								4,297						4,015
Tax benefit from employee stock   compensation plans						730															730
Vesting of common stock in   connection with employee stock   compensation plans						2,570															2,570
Purchase of noncontrolling interest   shares						(4,538	)											(990	)		(5,528	)
Unrealized gain on available-for-sale   securities (net of $5,141 tax expense)												19,124									19,124
Unrealized gain on interest rate swap   agreement (net of $1,136 tax expense)												1,779									1,779
Pension adjustments (net of $2,226 tax   expense)												3,510									3,510
Balance at December 31, 2009		32,015,771		320		84,830			275,200			32,174			(14,377	)		1,625			379,772
Net income									30,347									(423	)		29,924
Cash dividends ($0.72 per share)									(22,358	)											(22,358	)
Currency translation adjustment												6,543						660			7,203
Purchase of 2,376 treasury shares															(76	)					(76	)
Issuance of 475,293 treasury shares						2,723									5,508						8,231
Tax benefit from employee stock   compensation plans						285															285
Vesting of common stock in    connection with employee stock    compensation plans						4,535															4,535
Purchase of noncontrolling interest   shares						2,701															2,701
Unrealized loss on available-for-sale   securities (net of $4,119 tax benefit)												(7,276	)								(7,276	)
Unrealized loss on interest rate swap   agreement (net of $1,320 tax benefit)												(2,264	)								(2,264	)
Pension adjustments (net of $160 tax   benefit)												(241	)								(241	)
Balance at December 31, 2010		32,015,771	$	320	$	95,074		$	283,189		$	28,936		$	(8,945	)	$	1,862		$	400,436

See accompanying notes to consolidated financial statements.

10

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2010			2009			2008
Cash flow from operating activities:
Net income	$	29,924		$	34,871		$	25,062
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization		36,306			35,906			33,985
Undistributed losses (earnings) from affiliates and joint ventures		11,754			691			22,795
Increase (decrease) in allowance for doubtful accounts		277			(139	)		1,905
Decrease (increase) in deferred income taxes		3,863			3,690			(2,793	)
Tax benefit from employee stock plans		285			730			1,214
(Gain) loss on sale of depreciable assets		214			(422	)		(365	)
Impairment charge		1,045			1,980			-
Stock compensation expense		4,535			2,570			3,155
Excess tax benefits on stock option exercises		(436	)		(639	)		(1,188	)
Other		(85	)		(768	)		(234	)
(Increase) decrease in current assets, net of effects of acquisitions:
Accounts receivable		(47,583	)		38,649			(26,413	)
Income taxes receivable		(6,226	)		1,073			(836	)
Inventories		(11,511	)		26,033			(38,477	)
Prepaid expenses		2,853			(40	)		831
Other assets		-			-			440
Increase (decrease) in current liabilities, net of effects of acquisitions:
Accounts payable		13,220			(1,251	)		(3,133	)
Accrued liabilities and income taxes		9,398			(11,268	)		334
(Increase) decrease in other noncurrent assets		(3,977	)		(7,590	)		3,600
Increase (decrease) in other noncurrent liabilities		4,244			(1,709	)		(1,495	)
Net cash provided by operating activities		48,100			122,367			18,387
Cash flow from investing activities:
Proceeds from sale of depreciable assets		841			2,988			672
Proceeds from sale of corporate building		-			9,651			22,487
Capital expenditures		(47,305	)		(50,767	)		(44,068	)
Capital expenditures - corporate building		-			(9,651	)		(16,672	)
Investments in and advances to affiliates and joint ventures		(2,073	)		(1,387	)		(14,067	)
Acquisition of businesses, net of cash acquired		(400	)		(650	)		(42,769	)
Receipts from (advances to) Chrome Corp		-			6,000			(6,000	)
Other		847			(216	)		(201	)
Net cash used in investing activities		(48,090	)		(44,032	)		(100,618	)
Cash flow from financing activities:
Proceeds from issuance of debt		1,228,952			540,139			641,390
Principal payments of debt		(1,201,281	)		(592,486	)		(542,858	)
Purchase of noncontrolling interest		(11,873	)		-			-
Proceeds from sales of treasury stock		5,346			2,666			1,608
Purchases of treasury stock		-			(166	)		(2,062	)
Excess tax benefits on stock option exercises		436			639			1,188
Dividends		(22,358	)		(22,052	)		(20,619	)
Net cash provided by (used in) financing activities		(778	)		(71,260	)		78,647
Effect of foreign currency rate changes on cash		361			1,153			(2,257	)
Net increase (decrease) in cash and cash equivalents		(407	)		8,228			(5,841	)
Cash and cash equivalents at the beginning of the year		27,669			19,441			25,282
Cash and cash equivalents at end of the year		27,262			27,669			19,441
Supplemental disclosures of cash flow information:
Cash paid for:
Interest, net	$	9,223		$	12,281		$	12,717
Income taxes, net	$	18,843		$	2,506		$	18,015

See accompanying notes to consolidated financial statements.

11

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(1)   Summary of Significant Accounting Policies

Recently Adopted Accounting Standards

In June 2009, the Financial Accounting Standard Board (“FASB”) issued guidance codified in Accounting Standard Codification (“ASC”) Topic 810, which amends consolidation guidance applicable to variable interest entities (“VIEs”) and requires additional disclosures concerning an enterprise’s continual involvement with VIEs.  The adoption of this guidance on January 1, 2010 did not have a material impact on our financial statements.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements, codified in ASC Topic 820.  This update clarifies the existing guidance and requires separate disclosure and justification for significant transfers in and out of Level 1 and Level 2 fair value measurements and information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements.  The adoption of new disclosures relating to significant transfers on January 1, 2010 and the adoption of disclosure requirements in the roll forward activity in Level 3 fair value measurements on January 1, 2011 did not have a material impact on our financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of our domestic and foreign subsidiaries as well as variable interest entities for which we have determined that we are the primary beneficiary.  We consolidate all subsidiaries in which we own 50% or more of their equity.  We use the equity method of accounting to incorporate the results of our investments in companies in which we have significant influence.

At the segment level, transactions between our transportation segment and all other segments are not eliminated.  This elimination only occurs upon consolidation.  However, all other intercompany transactions, including sales from our minerals and materials segment to the other segments, are eliminated within the minerals and materials segment.  All intercompany balances and transactions are eliminated upon consolidation.

Segments

The composition of consolidated revenues by segment is as follows:

	Percentage of Net Sales
	2010	2009	2008
Minerals and materials	50%	48%	49%
Environmental	27%	31%	32%
Oilfield services	18%	17%	15%
Transportation	6%	7%	7%
Intersegment shipping	-1%	-3%	-3%
	100%	100%	100%

Further descriptions of our products, principal markets and the relative significance of our segment operations are included in Note 2.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amount of assets, liabilities, revenues and expenses reported in our financial statements as well as certain disclosures contained therein.  Actual results may differ from those estimates.

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Revenue Recognition

We recognize revenue from sales of products when title passes to the customer, the customer assumes the risks and rewards of ownership, and collectibility is reasonably assured; generally, this occurs when we ship product to customers.  We record allowances for discounts, rebates, and estimated returns at the time of sale and report these as reductions to revenue.  We generate some sales through independent, third-party representatives.  We record these sales as revenue and the commission compensation paid to the representative as an expense within general, selling and administrative expenses.

We recognize revenue for freight delivery services within our transportation segment when the service is provided.  We accrue amounts payable for purchased transportation, commissions and insurance when the related revenue is recognized.

Service and rental revenues are primarily generated in our environmental and oilfield services segments.  We recognize these revenues in the period such services are performed and collectibility is reasonably assured.

We record revenue from long-term construction contracts, typically generated in our environmental segment, using the percentage-of-completion method.  Progress is generally based upon costs incurred to date as compared to the total estimated costs to complete the work under the contract.  All known or anticipated losses on contracts are provided when they become evident.  Cost adjustments that are in the process of being negotiated with customers for extra work or changes in scope of work are included in revenue when collection is deemed probable.

Translation of Foreign Currencies

Foreign entities utilize their local currency as the functional currency.  We record gains and losses resulting from foreign currency transactions in net income, and we reflect the adjustments resulting from the translation of financial statements into our reporting currency during consolidation as a component of accumulated other comprehensive income within equity.  The assets and liabilities of subsidiaries located outside of the United States are translated into U.S. dollars at the rates of exchange at the balance sheet dates.  The statements of operations are translated at the weighted average rates during the periods.

Cash Equivalents

We classify all short-term, highly liquid investments with original maturities of three months or less as cash and cash equivalents.

Inventories

Inventories are valued at the lower of cost or market value.  Cost is determined by the first-in, first-out (FIFO) or moving average methods. Exploration costs are expensed as incurred.

Receivables and Allowance for Doubtful Accounts

We carry our receivables at their face amount less an allowance for bad debts.  We establish the allowance for bad debts based on a review of several factors, including historical collection experience, current aging status of the customer accounts, and the financial condition of our customers.

13

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Property, Plant, Equipment, and Mineral Rights and Reserves

Property, plant, equipment, and mineral rights and reserves are carried at cost less accumulated depreciation and depletion.  Depreciation is computed using the straight-line method for substantially all of the assets.  Certain other assets, primarily field equipment, are depreciated on the units-of-production method.  Mineral rights and reserves are depleted using the units-of-production method.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired businesses.  Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit.  We review the carrying value of goodwill in each reporting unit for impairment annually as of October 1st or more frequently if indications exist which may suggest the carrying value is not recoverable.  This review is a two step process.  The first step involves comparing the estimated fair value of each reporting unit to the carrying value of that reporting unit.  If the fair value of the reporting unit exceeds the carrying value, the goodwill is not considered impaired and the second step is unnecessary.  If the fair value is less than the carrying value, the second step of the test would be performed to measure the amount of impairment loss to be recorded, if any.

Other Intangible Assets

Other intangible assets with a finite useful life are amortized on the straight-line method over the expected periods to be benefited.

Impairment of Long-Lived Assets

We review the carrying values of long-lived assets, including property, plant and equipment and intangible assets with a finite useful life whenever facts and circumstances indicate that the assets may be impaired.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future net undiscounted cash flows we expect it to generate.  If we consider an asset to be impaired, we record an impairment charge equal to the amount by which the carrying value of the asset exceeds the fair value.  We report an asset to be disposed of at the lower of its carrying value or fair value, less costs of disposal.

In the case of intangible assets with indefinite lives, we review them annually for impairment.  This review involves comparing the fair value of the intangible asset with its carrying amount.  If its carrying amount exceeds its fair value, we recognize an impairment loss equal to that excess.

Available-for-Sale Securities

We record available-for-sale securities at their fair value using quoted market prices.  We report their unrealized gains and losses net of applicable taxes as a component of accumulated other comprehensive income within equity. We have one equity security that we have accounted for as an available-for-sale security as of December 31, 2010 and 2009.

Income Taxes

We recognize deferred tax assets and liabilities relating to the future tax consequences of differences between the financial statement carrying value of existing assets and liabilities and their respective tax values.  We measure deferred tax assets and liabilities using tax rates in effect in the years in which those temporary differences are expected to be recovered or settled.  We recognize the effect that changes in tax rates have on deferred tax assets and liabilities in income in the period that the change is enacted.  Valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized.  We classify interest and penalties associated with income taxes within the income tax line item of our consolidated statement of operations.

14

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Freight and Sales Taxes

We report amounts charged to customers for shipping and handling fees as revenues and we report amounts incurred for these costs within cost of sales in the consolidated statements of operations (i.e. gross presentation with revenues and cost of sales).  Also, we report amounts charged to customers for sales taxes and the related costs incurred for sales tax remittances to governmental agencies within net sales in the consolidated statement of operations (i.e. net presentation within revenues).

Product Liability & Warranty Expenses

We report expenses incurred for warranty and product liability costs in general, selling and administrative expenses in the consolidated statements of operations.  Our warranty accrual is based on known warranty issues as of the balance sheet date as well as a reserve for unidentified claims based on historical experience.

Land Reclamation

We mine land for various minerals using a surface-mining process that requires the removal of overburden.  In many instances, we are obligated to restore the land upon completion of the mining activity.  We recognize this liability for land reclamation based on the estimated fair value of the obligation.  We adjust the obligation to reflect the passage of time and changes in estimated future cash outflows.

Research and Development

Research and development costs are expensed as incurred within general, selling and administrative expenses.

Earnings per Share

Basic earnings per share is computed by dividing net income attributable to AMCOL shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is similarly computed, except the denominator is increased to include the dilutive effects of stock compensation awards and other share equivalents.  Stock compensation awards are antidilutive and therefore excluded from our diluted earnings per share calculation when their exercise would result in a net decrease in the weighted average number of common shares outstanding.  A reconciliation between the shares used to compute basic and diluted earnings per share follows:

	2010		2009		2008
Weighted average common shares outstanding for the year		31,178,813		30,764,282		30,445,882
Dilutive impact of stock equivalents		368,778		269,432		543,751
Weighted average common and common equivalent shares for the year		31,547,591		31,033,714		30,989,633
Common shares outstanding at December 31		31,032,791		30,773,908		30,437,984
Weighted average anti-dilutive shares excluded from the computation of diluted earnings per share		470,097		938,546		691,236

Stock-Based Compensation

We account for stock-based compensation using the grant date fair value, which is based on the Black-Scholes option-pricing model.  We recognize compensation cost over the requisite service period, which is generally the vesting period of the award.

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Derivative Instruments and Hedging Activities

From time to time, we use derivative financial instruments to manage exposures to changes in interest rates and foreign currency exchange rates.  We do not use derivative instruments for trading or other speculative purposes.  We recognize our derivative instruments as either assets or liabilities in the balance sheet at their fair value.  Our recognition of changes in the fair value (i.e. gains and losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of that relationship.  Hedges designated as cash flow hedges result in the changes in fair value being recorded in accumulated other comprehensive income.  Changes in the fair value of derivative financial instruments for which hedge accounting is not applied, are recorded within Other, net within our Consolidated Statement of Operations.  We have recorded losses of $772 and $4,932 in 2010 and 2009, respectively, in Other, net within our Consolidated Statement of Operations for changes in the fair value of derivative financial instruments for which we did not apply hedge accounting.

Reclassifications

Certain items in the prior years’ consolidated financial statements contained herein and notes thereto have been reclassified to conform with the consolidated financial statement presentation for 2010.  These reclassifications did not have a material impact on our financial statements.

(2)   Segment, Geographic, and Market Information

We determine our operating segments based on the discrete financial information that is regularly evaluated by our chief operating decision maker, our President and Chief Executive Officer, in deciding how to allocate resources and in assessing performance.  Intersegment sales are insignificant, other than intersegment shipping which is eliminated in the corporate segment.  We measure segment profit based on operating profit, and the costs deducted to arrive at operating profit do not include interest or income taxes.

Our five segments are as follows:

•   Minerals  and materials - mines, processes and distributes clays and products with similar applications for sale to various industrial and consumer markets;

•   Environmental - provides services relating to and processes and distributes clay-based and other products for use as a moisture barrier in commercial construction, landfill liners and in a variety of other industrial and commercial applications;

•   Oilfield services - provides a variety of services and equipment rentals for both onshore and offshore applications to customers in the oil and natural gas industry;

•   Transportation - includes a long-haul trucking business and a freight brokerage business that provides services domestically to our subsidiaries as well as third-party customers; and

•   Corporate - intersegment shipping revenues are eliminated in our corporate segment, which also includes expenses associated with certain research and development, management, benefits and information technology activities.

Segment assets and liabilities are those assets used in the operations of that segment.  Corporate assets and liabilities include domestic cash amounts, corporate leasehold improvements, miscellaneous equipment and certain assets and liabilities relating to multiple segments, notably benefit plan assets and liabilities.

16

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table sets forth certain financial information as of and for the years ended December 31, 2010, 2009 and 2008:

	2010			2009			2008
Net sales:
Minerals and materials	$	429,270		$	336,172		$	428,986
Environmental		232,099			214,604			278,708
Oilfield services		154,621			119,821			133,600
Transportation		52,225			46,642			63,921
Intersegment shipping		(15,677	)		(14,002	)		(21,663	)
Total		852,538			703,237			883,552
Operating profit (loss):
Minerals and materials	$	54,580		$	34,789		$	40,479
Environmental		18,305			25,699			37,069
Oilfield services		14,618			12,753			23,227
Transportation		2,430			2,163			3,246
Corporate		(21,401	)		(21,918	)		(24,775	)
Total		68,532			53,486			79,246
Assets:
Minerals and materials	$	402,640		$	384,896		$	341,111
Environmental		160,053			151,265			177,898
Oilfield services		173,239			145,981			160,691
Transportation		4,071			3,552			4,761
Corporate		59,090			48,566			60,119
Total		799,093			734,260			744,580
Depreciation, depletion and amortization:
Minerals and materials	$	17,165		$	16,122		$	15,889
Environmental		5,352			6,219			6,524
Oilfield services		11,888			11,767			10,054
Transportation		46			38			35
Corporate		1,855			1,760			1,483
Total		36,306			35,906			33,985
Capital expenditures:
Minerals and materials	$	29,700		$	35,659		$	19,453
Environmental		2,557			2,325			4,345
Oilfield services		13,249			11,095			12,994
Transportation		92			39			88
Corporate		1,707			11,300			23,860
Total		47,305			60,418			60,740
Research and development expenses:
Minerals and materials	$	5,913		$	5,344		$	5,356
Environmental		2,284			2,339			2,357
Oilfield services		697			659			517
Corporate		337			315			672
Total		9,231			8,657			8,902

17

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table sets forth certain geographic financial information as of and for the three years ending December 31st.  EMEA includes the European, Middle East and African geographic regions.  Geographic revenues and operating profit are determined based on origin.

	2010		2009		2008
Sales to unaffiliated customers shipped from:
Americas	$	542,634	$	452,856	$	602,640
EMEA		185,506		168,202		197,857
Asia Pacific		124,398		82,179		83,055
Total		852,538		703,237		883,552
Operating profit from sales from:
Americas	$	44,309	$	27,845	$	49,927
EMEA		6,455		14,124		19,524
Asia Pacific		17,768		11,517		9,795
Total		68,532		53,486		79,246
Identifiable assets in:
Americas	$	433,130	$	453,894	$	483,758
EMEA		252,065		197,897		165,055
Asia Pacific		113,898		82,469		95,767
Total		799,093		734,260		744,580

Net sales by product line for each fiscal year are as follows:

	2010			2009			2008
Metalcasting	$	204,577		$	139,849		$	175,072
Lining technologies		110,614			103,046			126,094
Oilfield services		154,621			119,821			133,600
Specialty materials		107,287			98,097			104,242
Building materials		58,860			55,823			80,399
Pet products		61,971			66,441			78,260
Basic minerals		48,886			27,901			65,383
Contracting services		42,576			36,892			51,150
Drilling products		26,598			22,727			27,094
Transportation		52,225			46,642			63,921
Intersegment shipping revenue		(15,677	)		(14,002	)		(21,663	)
Total		852,538			703,237			883,552

We generate revenues based on sales of products, provision of services and rental equipment, and shipment of goods to customers.  A breakdown of each of these revenue generating activities and their related cost of goods sold for each of the past three years ending December 31 is shown in the following table.

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

	2010		2009		2008
Net sales by source
Net sales of tangible goods	$	636,562	$	522,530	$	685,009
Services revenues		179,428		148,067		156,285
Freight revenues		36,548		32,640		42,258
Total		852,538		703,237		883,552
Cost of sales:
Cost of tangible goods sold		467,431		382,500		518,956
Cost of services rendered		137,594		105,437		104,175
Cost associated with freight revenue		30,683		27,112		35,522
Total		635,708		515,049		658,653

(3)   Balance Sheet Related Information

We are exposed to credit risk on certain assets, primarily accounts receivable.  We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations.  Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising our customer base.  We believe our allowance for doubtful accounts is sufficient to cover customer credit risks.  The allowance for doubtful accounts as of and the activity for the years ended December 31 was as follows:

	2010			2009			2008
Balance at the beginning of the year	$	5,757		$	5,896		$	3,991
Charged to expense (income)		2,405			2,561			3,610
Write-offs and currency translation adjustments		(2,128	)		(2,700	)		(1,705	)
Balance at the end of the year		6,034			5,757			5,896

Inventories at December 31 consisted of:

	2010		2009
Crude stockpile inventories	$	35,308	$	30,510
In-process and finished goods inventories		47,510		40,368
Other raw material, container, and supplies inventories		24,697		25,295
		107,515		96,173

Included within Other raw material, container, and supplies inventories in the table above is our reserve for slow moving and obsolete inventory.  The balance of this reserve as of and the activity for the years ended December 31 was as follows:

	2010			2009			2008
Balance at the beginning of the year	$	2,136		$	1,989		$	1,805
Charged to costs and expenses		4,001			917			2,065
Disposals and currency translation adjustments		(3,407	)		(770	)		(1,881	)
Balance at the end of the year		2,730			2,136			1,989

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table presents our reclamation liability at the end of and changes during each of the years presented:

	2010			2009
Balance at beginning of the year	$	6,584		$	5,649
Settlement of obligations		(2,185	)		(2,059	)
Liabilities incurred and accretion expense		3,020			2,345
Acquisition of mining claims		-			474
Currency translation adjustments		110			175
Balance at the end of the year		7,529			6,584

Accrued liabilities at December 31 consisted of:

	2010		2009
Bonus	$	8,213	$	8,373
Employee benefits and related costs		8,498		8,743
Dividends payable		5,612		5,526
Other		36,985		27,339
		59,308		49,981

Accumulated other comprehensive income (loss) at December 31 was comprised of the following components:

	2010			2009
Cumulative foreign currency translation	$	24,905		$	18,361
Prior service cost on pension plans (net of tax benefit of $134 in 2010 and $155 in 2009)		(232	)		(271	)
Net actuarial loss on pension plans (net of tax benefit of $1,938 in 2010 and $1,757 in 2009)		(3,358	)		(3,078	)
Unrealized loss on interest rate swap agreement (net of tax benefit of $2,440 in 2010 and $1,120 in 2009)		(4,226	)		(1,962	)
Unrealized gain on available-for-sale securities (net of tax expense of $1,022 in 2010 and $5,141 in 2009)		11,847			19,124
		28,936			32,174

(4)   Property, Plant, Equipment and Mineral Rights and Reserves

Property, plant, equipment and mineral rights and reserves consisted of the following:

	December 31,
	2010		2009
Mineral rights and reserves	$	51,435	$	46,947
Land		11,591		10,951
Buildings and improvements		86,410		87,536
Machinery and equipment		352,768		310,467
Construction in progress		15,173		16,614
		517,377		472,515

The range of useful lives to depreciate plant and equipment is as follows:

Buildings and improvements	1-50 years
Machinery and equipment	1-20 years

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Depreciation and depletion were charged to income as follows:

	2010		2009		2008
Depreciation expense	$	30,039	$	28,872	$	27,385
Depletion expense		1,211		365		429
		31,250		29,237		27,814

(5)   Goodwill and Intangible Assets

The balance of goodwill by segment and the activity occurring in the past two fiscal years is as follows:

	Minerals and Materials			Environmental			Oilfield Services			Consolidated
Balance at December 31, 2008	$	17,455		$	19,944		$	31,083		$	68,482
Change in goodwill relating to:
Acquisitions		553			1,618			(115	)		2,056
Foreign exchange translation		418			200			-			618
Total changes		971			1,818			(115	)		2,674
Balance at December 31, 2009		18,426			21,762			30,968			71,156
Change in goodwill relating to:
Acquisitions		-			761			-			761
Foreign exchange translation		(225	)		(783	)		-			(1,008	)
Total changes		(225	)		(22	)		-			(247	)
Balance at December 31, 2010		18,201			21,740			30,968			70,909

Intangible assets were as follows:

	December 31, 2010							December 31, 2009
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
Intangibles subject to amortization:
Trademarks	$	1,690	$	(1,283	)	$	407	$	1,611	$	(819	)	$	792
Patents		574		(451	)		123		697		(443	)		254
Customer related assets		48,460		(16,710	)		31,750		48,271		(12,945	)		35,326
Non-compete agreements		2,195		(2,051	)		144		2,194		(2,019	)		175
Developed technology		4,040		(1,592	)		2,448		4,040		(1,189	)		2,851
Other		3,221		(1,587	)		1,634		2,433		(1,206	)		1,227
Subtotal		60,180		(23,674	)		36,506		59,246		(18,621	)		40,625
Intangibles not subject to amortization:
Trademarks and tradenames		6,084		-			6,084		6,560		-			6,560
Total		66,264		(23,674	)		42,590		65,806		(18,621	)		47,185

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Intangible assets with finite lives are being amortized primarily on a straight-line basis over their estimated useful lives of 3 to 50 years.  We did not recognize any material impairment charge in either of the years included above with respect to intangible assets.  Amortization expense on intangible assets for each of the years ended December 31, 2010, 2009, and 2008 was $5,056, $6,669, and $6,171, respectively.  We estimate amortization expense of intangible assets for the future years ending December 31 will approximate the following amounts:

	Amount
2011	$	4,873
2012		4,335
2013		3,936
2014		3,848
2015		3,598

(6)   Equity Investees

Information about our investments in and advances to affiliates and joint ventures at December 31, 2010 is as follows:

	Ownership interest
Ashapura AMCOL N.V.		50	%
Ashapura Volclay Limited		50	%
Albagle Enterprises Limited		25	%
CETCO-Bentonit Uniao Technologias Ambientais Ltda.		50	%
Egypt Mining & Drilling Co. and Egypt Bentonite & Derivatives Co.		31	%
Egypt Nano Technologies Co.		27	%
Volclay de Mexico, S.A. de C.V.		49	%
Volclay Japan Co., Ltd.		50	%

We account for all of the above investments under the equity method.  We record the majority of our equity in the earnings of our investments in affiliates and joint ventures on a one quarter lag.  None of the joint-venture companies are publicly traded, and the difference between our investment and the underlying net equity of the investee is immaterial.

In 2010, we recorded losses of $11,261 from our joint ventures and affiliated entities.  Of these losses $7,196 is from Albagle Enterprise Limited (operates in Russia) and $6,875 is from Ashapura AMCOL N.V. (operates in Belgium). We recorded an impairment on Albagle Enterprise Limited due to its continued poor financial performance which is not expected to recover.  Ashapura AMCOL N.V. impaired its fixed assets due its inability to generate profits.  We believe that Ashapura AMCOL N.V. will not be able generate profits given the fundamentals of this business, the environment in which it operates, and a lack of support from our other partner in the business.  Our investments in these ventures have been reduced to zero as of December 31, 2010

In 2009, we reduced our ownership percentage in Ashapura Minechem Limited (Ashapura), a publicly traded company on the Bombay Stock Exchange Limited, and began accounting for this investment as an available-for-sale security as of December 31, 2009. As of December 31, 2008, our investment in Ashapura was accounted for under the equity method of accounting.  During 2008, we recorded a loss of $22,844 from Ashapura due primarily to losses on their foreign currency derivatives and their decreased bauxite shipments which reduced our investment to zero.

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(7)   Income Taxes

Income from continuing operations before income taxes and income (loss) from affiliates and joint ventures was comprised of the following:

	2010		2009		2008
Income from continuing operations before income taxes and income (loss)
from affiliates and joint ventures:
Domestic	$	40,684	$	16,890	$	41,027
Foreign		19,157		23,376		20,916
		59,841		40,266		61,943

The components of the provision for income taxes attributable to income from continuing operations before income taxes and income (loss) from affiliates and joint ventures for the years ended December 31 consisted of:

	2010		2009		2008
Provision (benefit) for income taxes:
Federal:
Current	$	7,776	$	334	$	6,963
Deferred		743		1,145		2,356
State:
Current		2,190		456		2,560
Deferred		-		255		(64	)
Foreign:
Current		7,316		1,851		3,606
Deferred		631		1,469		(254	)
		18,656		5,510		15,167

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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31 were as follows:

	2010			2009
Deferred tax assets attributable to:
Accounts receivable	$	1,248		$	854
Inventories		2,513			1,596
Employee benefit plans		19,070			15,463
Intangible assets		-			899
Accrued liabilities		703			752
Employee incentive plans		-			1,346
Tax credit carryforwards		7,309			5,034
Other		2,424			2,276
Total deferred tax assets		33,267			28,220
Deferred tax liabilities attributable to:
Plant and equipment		(10,971	)		(9,489	)
Land and mineral reserves		(959	)		(1,031	)
Joint ventures		(1,524	)		(1,513	)
Available-for-sale securities		(1,022	)		(5,141	)
Other		(1,822	)		(728	)
Total deferred tax liabilities		(16,298	)		(17,902	)
Valuation allowances		(4,540	)		(1,949	)
Net deferred tax assets		12,429			8,369

We believe it is more likely than not that the net deferred tax assets above will be realized in the normal course of business.

The following analysis reconciles the U.S. statutory federal income tax rate to the effective tax rates related to income from continuing operations before income taxes and equity income (loss) of affiliates and joint ventures:

	2010						2009						2008
	Amount			Percent			Amount			Percent			Amount			Percent
				of Pretax						of Pretax						of Pretax
				Income						Income						Income
Provision for income taxes at
U.S. statutory rates	$	20,944			35.0	%	$	14,093			35.0	%	$	21,680			35.0	%
Increase (decrease) in taxes resulting from:
Percentage depletion		(3,870	)		-6.5	%		(3,257	)		-8.1	%		(4,107	)		-6.5	%
State taxes, net of federal benefit		1,377			2.3	%		788			2.0	%		1,845			3.0	%
Foreign tax rates		(1,226	)		-2.0	%		(4,560	)		-11.3	%		(3,689	)		-6.0	%
Change in reserve for tax uncertainties		-			-			(2,975	)		-7.4	%		-			-
Audit settlement		-			-			2,083			5.2	%		-			-
Foreign tax credits		(2,178	)		-3.6	%		(880	)		-2.2	%		(3,707	)		-6.0	%
Changes to valuation allowance		2,591			4.3	%		28			-			23			-
Tax from foreign disregarded entities		1,414			2.4	%		142			0.4	%		3,059			4.9	%
Other		(396	)		-0.7	%		48			0.1	%		63			0.1	%
		18,656			31.2	%		5,510			13.7	%		15,167			24.5	%

24

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Percentage Depletion

Depletion deductions are federal income tax deductions that arise from extracting minerals from the ground.  This deduction is similar to depreciation in that it allows us to recover the cost of an asset over the resources’ productive life.  It is different from depreciation, however, in that depletion deductions are a permanent book to tax difference, whereas depreciation deductions are temporary in nature.  Hence, depletion deductions affect the effective tax rate whereas depreciation deductions do not.  We calculate depletion under the percentage depletion method based upon revenues and costs from our mining activities in the U.S.

Tax on Reinvested Earnings

We have not provided for United States federal income tax and foreign income withholding taxes on approximately $109,502 and $97,404 of undistributed earnings from international subsidiaries as of December 31, 2010 and 2009, respectively, because such earnings are intended to be reinvested indefinitely outside of the U.S.  If these earnings were distributed, foreign tax credits may become available under current law to reduce or eliminate the resulting income tax liability in the United States.

Tax Holidays

We have benefitted from tax holidays in both Poland and Thailand as a result of our locating and investing in special economic zones in each country.  These tax holidays resulted in reductions to our income tax expense of $469, $1,608 and $1,703 in 2010, 2009 and 2008, respectively, representing benefits of $0.01, $0.05 and $0.05 to diluted earnings per share in 2010, 2009 and 2008, respectively.

Our agreement with the Polish tax authorities expired in 2010.  This agreement made us eligible, based on certain terms and conditions, for a tax holiday exemption for all income tax activities through 2009.  We continue to pursue other opportunities in an effort to minimize income tax within the country.

Our agreement with the Thai tax authorities provides for tax holidays on several investments.  The most significant tax exemption is on all income from manufacturing operations (distributed goods are still subject to taxation) related to our initial investment.   These initial manufacturing activities are taxable at 50% in years 2006 through 2010.  An additional tax holiday was granted in 2007 for the expansion of our Thai facility.  Income generated from this expansion is granted a 100% tax holiday from corporate income tax for eight (8) years beginning in 2007 and then taxable at 50% for five (5) years starting in 2015.  We attempt to modify and obtain tax concessions when possible.

Exams

In the normal course of business, we are subject to examination by tax authorities throughout the world.  With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2004.  The United States Internal Revenue Service (“IRS”) has examined our federal income tax returns for all open years through 2007, and is currently reviewing the 2008 and 2009 tax years.

NOLs and Credit Carryforwards

At December 31, 2010, we have $2,769 of various income tax credits, which we expect to utilize in the carryforward period.  We have foreign and state net operating loss carryovers that have resulted in a deferred tax asset of $4,540 at December 31, 2010, against which we have recorded a full valuation allowance as it is more likely than not that we will not be able to utilize the loss in the carryforward period.

25

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Unrecognized Tax Benefits

The following table summarizes the activity related to our unrecognized tax benefits:

	2010		2009			2008
Balance at beginning of the year	$	359	$	5,033		$	5,430
Increases related to prior year tax positions		105		120			1,332
Increases related to current year tax positions		-		86			153
Decreases related to the expiration of statute of limitation / settlement of audits		-		(4,880	)		(1,882	)
Balance at the end of the year		464		359			5,033

We report penalties and interest relating to uncertain tax positions within the income tax expense line item within our consolidated statement of operations.

(8)   Long-term Debt

Amounts of long-term debt were as follows:

	December 31,
	2010			2009
Borrowings under revolving credit agreement	$	88,249		$	114,411
Senior notes		125,000			75,000
Industrial revenue bond		4,800			4,800
Other notes payable		18,756			13,289
		236,805			207,500
Less: current portion		(634	)		(483	)
		236,171			207,017

We have a revolving credit agreement that provides a committed $225,000 revolving line of credit maturing on April 1, 2013, of which $136,289 remains available to us as at December 31, 2010.  It is a multi-currency arrangement that allows us to borrow certain foreign currencies at an adjusted LIBOR rate plus 1.00% to 2.00%, depending upon the amount of the credit line used and certain capitalization ratios.  The revolving credit agreement requires us to maintain certain financial covenants and ratios; we were in compliance with all of the covenants and ratios at December 31, 2010.

We had interest rate swaps outstanding which effectively hedge the variable interest rate on $33,000 of our borrowings as of December 31, 2010 and $23,000 of our borrowings as of December 31, 2009, under this revolving credit agreement, to a fixed rate of 3.15% per annum and 3.36% per annum, respectively, plus credit spread.  Including the effect of this interest rate swap agreement, the borrowings under this revolving credit line at December 31, 2010 carried an average interest rate of 3.20%.

A qualified institution holds $75,000 of our senior notes which mature on April 2, 2017, subject to certain acceleration features upon an event of default, should one occur.  These senior notes are comprised of (a) $45,000 aggregate principal amount of Series 2007-A Adjustable Fixed Rate Guaranteed Senior Notes, Tranche 1, due April 2, 2017 (the “Tranche 1” notes) and (b) $30,000 aggregate principal amount of Series 2007-A Adjustable Floating Rate Guaranteed Senior Notes, Tranche 2 (the “Tranche 2” notes).  Tranche 1 bears interest at 5.78%, payable semi-annually in arrears on April 2nd and October 2nd of each year.  Tranche 2 bears interest at an annual rate of 0.55% plus LIBOR in effect from time to time, adjusted quarterly, and is payable quarterly in arrears.

26

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

As of December 31, 2010 and 2009, we had an interest rate swap outstanding which effectively hedges the variable interest rate of $30,000 of Tranche 2 senior notes to a fixed rate of 5.6% per annum.  

On April 29, 2010, we issued and sold an aggregate of $50,000 of other senior notes to qualified institutional buyers pursuant to a note purchase agreement (the “Note Purchase Agreement”).  These senior notes bear interest at a fixed annual rate of 5.46%, payable semi-annually in arrears on April 29th and October 29th of each year, beginning on October 29, 2010.  Our obligations under the Note Purchase Agreement are guaranteed by certain of our subsidiaries pursuant to a Subsidiary Guaranty Agreement dated as of April 29, 2010 by such subsidiaries in favor of the purchasers of the Notes.

We also have an uncommitted, short-term credit facility maturing on November 15, 2011 that allows for maximum borrowings of $12,000, of which $8,237 was outstanding as of December 31, 2010 at an interest rate of 2.01%.

Maturities of long-term debt outstanding at December 31, 2010 were as follows:

	2011		2012		2013		2014		2015		Thereafter
Borrowings under:
Revolving credit agreement	$	-	$	-	$	88,249	$	-	$	-	$	-
Senior notes												125,000
Industrial revenue bond and other
Notes payable		633		413		17,124		579		7		4,800
		633		413		105,373		579		7		129,800

At December 31, 2010 and 2009, we had outstanding standby letters of credit of approximately $10,926 and $11,026, respectively, which are not included in our Consolidated Balance Sheets.  These letters of credit typically serve to guarantee performance of our land reclamation and workers’ compensation obligations; we have recorded amounts owed under these obligations in our Consolidated Balance Sheets as of December 31, 2010 and 2009.

(9)   Acquisitions

In 2008, we paid net cash of $40,977 to acquire one business within our oilfield services segment and recorded goodwill and intangible assets of $11,179 and $19,130, respectively.   We expect to deduct the full amount of goodwill from taxable income in accordance with tax regulations.

(10)   Derivative Instruments and Hedging Activities

As a multinational corporation with operations throughout the world, we are subject to certain market risks.  We use a variety of practices to manage these market risks, including, when considered appropriate, derivative financial instruments.  We use derivative financial instruments only for risk management and not for trading or speculative purposes.

27

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table sets forth the fair values of our derivative instruments and where they are recorded within our Consolidated Balance Sheet:

		Fair Value as of December 31,
Liability Derivatives	Balance Sheet Location	2010		2009
Derivatives designated as hedging instruments:
Interest rate swaps	Other long-term liabilities	$	6,666	$	3,082

Cash flow hedges

	Amount of Gain or (Loss) Recognized in OCI on Derivatives, net of tax
	(Effective Portion)
	Year Ended December 31,
	2010			2009
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps	$	(2,264	)	$	1,779

We use interest rate swaps to manage variable interest rate risk on debt securities.  Interest rate differentials are paid or received on these arrangements over the life of the swap.  As of December 31, 2010 and 2009, we had an interest rate swap outstanding which effectively hedges the variable interest rate on $30,000 of our senior notes to a fixed rate of 5.6% per annum.  We also had other interest rate swaps outstanding which effectively hedge the variable interest rate on $33,000 of our borrowings as of December 31, 2010 and $23,000 of our borrowings as of December 31, 2009, under our revolving agreement, to a fixed rate of 3.15% per annum and 3.36% per annum, respectively, plus credit spread.

Other

We are exposed to potential gains or losses from foreign currency fluctuations affecting net investments and earnings denominated in foreign currencies.  Our primary exposures are to fluctuations in exchange rates between the U.S. dollar and the Euro, British pound, the Polish zloty and the South African Rand.  We also have significant exposure to fluctuations in exchange rates between the British pound and the Euro as well as between the Polish zloty and the Euro.  Occasionally, we enter into foreign exchange derivative contracts to mitigate the risk of currency fluctuations on these exposures.

We have not designated these contracts for hedge accounting treatment and therefore, changes in fair value of these contracts are recorded in earnings as follows:

	Location of Gain or (Loss)	Amount of Gain or (Loss) Recognized in Income on Derivatives
	Recognized in Income on	Year Ended December 31,
Derivatives Not Designated as Hedging Instruments	Derivatives	2010		2009
Foreign exchange derivative instruments	Other, net	$	(772)	$	(4,932)

We did not have any significant foreign exchange derivative instruments outstanding as of December 31, 2010 or 2009.

28

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(11)   Fair Value Measurements

Fair value is 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.  Our calculation of the fair value of derivative instruments includes several assumptions.  The fair value hierarchy prioritizes these input assumptions in the following three broad levels:

Level 1 – Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

Level 2 – Valuation is based on quoted prices for similar assets or liabilities in active market, quoted prices for identical or similar assets or liabilities in markets that are not active and model based valuations for which all significant inputs are observable in the market.

Level 3 – Valuation is based on model based techniques that use unobservable inputs for the asset or liability. These inputs reflect our own views about the assumption market participants would use in pricing the asset or liability.

The following table categorizes our fair value instruments according to the assumptions used to calculate those values at the end of each of the past two years:

				Fair Value Measurements Using
	Asset / (Liability)			Quoted Prices in Active Markets for Identical Assets		Significant  Other Observable  Inputs			Significant Unobservable Inputs
Description
	Balance at
	12/31/2010			(Level 1)		(Level 2)			(Level 3)
Interest rate swaps	$	(6,666	)	$	-	$	(6,666	)	$	-
Available-for-sale securities		14,168			14,168		-			-
Deferred compensation plan assets		8,358			-		8,358			-
Supplementary pension plan assets		7,676			-		7,676			-

				Fair Value Measurements Using
	Asset / (Liability)			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable  Inputs			Significant Unobservable  Inputs
Description
	Balance at
	12/31/2009			(Level 1)		(Level 2)			(Level 3)
Interest rate swaps	$	(3,082	)	$	-	$	(3,082	)	$	-
Available-for-sale securities		25,563			25,563		-			-
Deferred compensation plan assets		7,285			-		7,285			-
Supplementary pension plan assets		5,885			-		5,885			-

Interest rate swaps are valued using discounted cash flows.  The key input used is the LIBOR swap rate, which is observable at commonly quoted intervals for the full term of the swap.  Available-for-sale securities are valued using quoted market prices.  Deferred compensation and supplementary pension plan assets are valued using quoted prices for similar assets in active markets.

29

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(12)   Asset Impairment Charge

During our third quarter ended September 30, 2009, our minerals and materials segment recorded a non-cash impairment charge of $1,980 to write down certain fixed assets to their estimated fair values based on a third-party appraisal (Level 2 inputs).  The impairment charge is related to the closing of a plant within our minerals and materials segment due to reduced demand.  This impairment charge is recorded within cost of sales within our Consolidated Statements of Operations.  In addition, we increased our inventory reserve by $293 (also recorded within the cost of sales) to record the excess of cost over net realizable value of the inventory located at this plant, bringing the total expense associated with this write-off to $2,273.

(13)   Leases

In 2008, we entered into a sale-leaseback transaction involving the construction of a new corporate facility.  Under terms of the operating lease, rental payments in fiscal 2010 and 2009 approximate $2,583 and $2,532, respectively,  and increase 2% annually thereafter through December 2028.

We have several noncancelable leases for railroad cars, trailers, computer software, office equipment, certain automobiles, and office and plant facilities.  Total rent expense under operating lease agreements was approximately $12,485, $10,714 and $6,746 in 2010, 2009 and 2008, respectively.

The following is a schedule of future minimum lease payments for operating leases (with initial terms in excess of one year) as of December 31, 2010:

	Minimum Lease
	Payments
	Domestic		Foreign		Total
Year ending December 31:
2011	$	9,635	$	1,140	$	10,775
2012		7,894		789		8,683
2013		6,926		377		7,303
2014		5,898		357		6,255
2015		4,260		355		4,615
Thereafter		43,293		296		43,589
Total		77,906		3,314		81,220

(14)   Employee Benefit Plans

We have a defined benefit pension plan covering substantially all of our domestic employees hired before January 1, 2004.  The benefits are based upon years of service and qualifying compensation.  Our funding is calculated using the actuarially determined unit credit cost method.  Contributions are intended to provide not only for benefits attributed to services to date, but also for those expected to be earned in the future.

30

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

In addition to the qualified plan, we sponsor a supplementary pension plan (SERP) that provides benefits in excess of qualified plan limitations for certain employees.  Also, we have invested assets for the benefit of the employees covered by the supplemental pension plan in the event that there is a change in control.

The following tables set forth our pension obligations and funded status at December 31:

	Pension Benefits
	Defined Benefit Pension Plan						Supplementary Pension Plan
	2010			2009			2010			2009
Change in benefit obligations:
Beginning projected benefit obligation	$	42,829		$	42,289		$	9,029		$	7,259
Service cost		1,400			1,647			320			216
Interest cost		2,493			2,605			533			450
Actuarial (gain)/loss		2,510			(2,534	)		(516	)		1,239
Benefits paid		(1,214	)		(1,178	)		(146	)		(135	)
Ending projected benefit obligation		48,018			42,829			9,220			9,029
Change in plan assets:
Beginning fair value		31,455			26,609			-			-
Actual return		4,014			6,024			-			-
Company contribution		1,500			-			145			145
Benefits paid		(1,214	)		(1,178	)		(145	)		(145	)
Ending fair value		35,755			31,455			-			-
Funded status of the plan		(12,263	)		(11,374	)		(9,220	)		(9,029	)

The funded status of the SERP plan and our defined benefit pension plan is included within Pension liabilities in our Consolidated Balance Sheets.

Pension cost in each of the following years was comprised of:

	Defined Benefit Pension Plan									Supplementary Pension Plan
	2010			2009			2008			2010		2009		2008
Service cost – benefits earned during the year	$	1,400		$	1,647		$	1,670		$	320	$	216	$	219
Interest cost on accumulated benefit obligation		2,493			2,605			2,374			533		450		435
Expected return on plan assets		(2,618	)		(2,146	)		(3,123	)		-		-		-
Net amortization and deferral		64			490			4			131		74		119
Net periodic pension cost		1,339			2,596			925			984		740		773

The following table summarizes the assumptions used in determining our pension obligations at the end of each of our last two years:

	Defined Benefit Pension Plan						Supplementary Pension Plan
	2010			2009			2010			2009
Discount rate		5.51	%		5.91	%		5.36	%		5.95	%
Rate of compensation increase		4.00	%		4.00	%		4.00	%		4.00	%
Long-term rate of return on plan assets		8.00	%		8.25	%		N/A			N/A

31

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table summarizes the assumptions used in determining our net periodic benefit cost in the years ended December 31:

	Defined Benefit Pension Plan									Supplementary Pension Plan
	2010			2009			2008			2010			2009			2008
Discount rate		5.91	%		6.25	%		6.00	%		5.95	%		6.25	%		6.00	%
Rate of compensation increase		4.00	%		5.75	%		5.75	%		4.00	%		4.00	%		4.00	%
Long-term rate of return on plan assets		8.25	%		8.25	%		8.25	%		N/A			N/A			N/A

We adopted the measurement date provisions of ASC 715 in 2008 which required us to measure the plan assets and projected benefit obligations as of December 31, 2008.  We had previously used an October 1st measurement date.  The impact of this change was a $423 reduction to retained earnings.  We expect to contribute up to $1,500 to the defined benefit pension plan in 2011.  The accumulated benefit obligation (ABO) for our defined benefit pension plan was $40,949 and $36,377 at December 31, 2010 and 2009, respectively.  The ABO for our supplementary pension plan was $7,606 and $6,404 at December 31, 2010 and 2009, respectively.

The estimated future benefit payments contemplated under these plans, reflecting expected future service, as appropriate, are presented in the following table:

	Defined Benefit Pension Plan		Supplementary Pension Plan
2011	$	1,411	$	369
2012		1,553		381
2013		1,724		380
2014		1,882		396
2015		2,088		451
2016 through 2020		13,929		3,157

Note 3 shows the amounts included within accumulated other comprehensive income as of December 31, 2010 and 2009 that have not yet been recognized as components of net periodic benefit cost.  Of these balances at December 31, 2010, the amounts expected to be amortized in the next fiscal year are $59 and $96 for the unrecognized prior service cost and unrecognized net actuarial loss, respectively.  Excluding the effect of income taxes, the amounts recognized within other comprehensive income and the prior service cost for 2010 and 2009, are as follows:

	2010			2009
Recognized in Other Comprehensive Income:
Net actuarial loss (gain)	$	598		$	(5,173	)
Amortization of net actuarial loss (gain)		(137	)		(506	)
Amortization of prior service cost (credit)		(59	)		(57	)
Total change in other comprehensive income		402			(5,736	)

32

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Defined Benefit Pension Plan

Fair values of our defined benefit pension plan assets at December 31, by asset category, are as follows:

	Fair Value Measurements as of December 31, 2010
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Short term investment funds	$	612	$	-	$	612	$	-
Equity securities:
US equity securities		10,781		-		10,781		-
International equity securities		9,489		3,367		6,122		-
AMCOL International common stock		2,170		2,170		-		-
Fixed income securities and bonds
Governmental agencies		1,774		831		943		-
Corporate bonds		2,477		2,477		-		-
Guaranteed investment contracts		3,633		-		3,633		-
Other investments
Real estate index funds		656		-		656		-
Commodities linked funds		1,996		1,996		-		-
Hedge funds		2,167		-		-		2,167
Total		35,755		10,841		22,747		2,167

	Fair Value Measurements as of December 31, 2009
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Short term investment funds	$	1,113	$	-	$	1,113	$	-
Equity securities:
US equity securities		11,556		-		11,556		-
International equity securities		5,014		2,364		2,650		-
AMCOL International common stock		1,989		1,989		-		-
Fixed income securities and bonds
Governmental agencies		1,646		782		864		-
Corporate bonds		1,675		1,675		-		-
Guaranteed investment contracts		4,680		-		4,680		-
Other investments
Real estate index funds		922		-		922		-
Commodities linked funds		1,264		1,264		-		-
Hedge funds		1,596		-		-		1,596
Total		31,455		8,074		21,785		1,596

Assets classified as Level 1 within the fair value hierarchy are valued using quoted prices on the major stock exchange on which individual assets are traded.  Where quoted prices are not available in active market, these assets are valued using pricing models, quoted prices of assets with similar characteristics in active markets or quoted prices for identical or similar assets in markets that are not active and are classified as Level 2 within the fair value hierarchy. Redemption for our hedge funds occur at net asset value and are subject to restrictions, therefore hedge funds assets are classified as Level 3 within the fair value hierarchy.

33

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following is a reconciliation of changes in fair value measurements of plan assets using significant unobservable inputs (Level 3):

	Hedge Funds
Beginning balance at December 31, 2008	$	-
Purchases, sales, and settlements		1,500
Actual return on plan assets still held at reporting date		96
Ending balance at December 31, 2009		1,596
Purchases, sales, and settlements		500
Actual return on plan assets still held at reporting date		71
Ending balance at December 31, 2010		2,167

We employ a total return investment approach whereby we use a mix of equities and fixed income investments to maximize the long-term return of plan assets with a prudent level of risk.  Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and our corporate financial condition.  The investment portfolio contains a diversified blend of equity and fixed-income investments.  The investment objectives emphasize maximizing returns consistent with ensuring that sufficient assets are available to meet liabilities, and minimizing corporate cash contributions.  Our defined benefit plan assets are managed so as to include investments that balance income and capital appreciation.

Our defined benefit plan has a target range for different types of investments:  equity securities (between 41% and 69%), fixed income securities and bonds (between 18% and 31%), alternative investments (between 5% and 23%), and cash (between 0% and 10%).  This allocation takes into account factors such as the average age of employees covered by the Plan (benefit obligations) as well as overall market conditions.  Interim portfolio reviews result in investment allocations being evaluated at least twice a year by the Pension Committee and rebalancing takes place as needed.  Equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations.  Fixed income securities and bonds include both government and corporate investment vehicles.  These include a series of laddered debt securities as well as bond funds.

Historical markets are studied and long-term historical relationships between equities and fixed-income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run.  Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined.  The long-term rate of return for plan assets is established via a building block approach with proper consideration of diversification and rebalancing.

Defined Contribution Pension Plan

Employees hired on or after January 1, 2004 do not participate in our defined benefit plan or SERP.  Instead, they participate in a defined contribution plan whereby we make a retirement contribution into the employee’s savings plan equal to 3% of their compensation.  We made total contributions to this plan of $1,248, $1,021 and $1,291 in 2010, 2009 and 2008, respectively.

401(k) Savings Plan

We also have a savings plan for our U.S. personnel.  In 2010, we made a contribution in an amount equal to an employee’s contributions up to a maximum of 4% of the employee’s annual earnings.  We make contributions to this plan using either cash or our own common stock which we purchase in the open market.  Our contributions under the savings plan were $2,842 in 2010, $2,803 in 2009 and $2,897 in 2008.

34

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Other

We also have a deferred compensation plan and a 401(k) restoration plan for our executives.

(15)   Stock Compensation Plans

For purposes of calculating compensation cost, we estimate the fair value of each award on the date of grant using the Black-Scholes option-pricing model.  We used the following assumptions in calculating the fair value of awards granted in each of the following years:

	2010		2009		2008
Risk-free interest rate		2.7%		1.7%		2.2%
Expected life of option in years		5.61		4		3
Expected dividend yield of stock		3.2%		4.8%		2.6%
Expected volatility of stock price		50.8%		70.5%		52.5%
Weighted-average per share fair value of options granted		$8.62		$5.97		$7.70

1998 Long-Term Incentive Plan

This plan provides for the award of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and phantom stock.  We reserved 3,900,000 shares of our common stock for issuance to our officers, directors and key employees.  Different terms and conditions apply to each form of award made under the plan.  Awards granted since 2003 vest ratably over a three year period and expire 6 years after the date of grant, except in the event of termination, retirement or death of the optionee or a change in control of the Company.  Options awarded under this plan prior to 2003 generally vest 40% after two years and continue to vest at the rate of 20% per year for each year thereafter until they are fully vested.  These options are exercisable as they vest and expire 10 years after the date of grant, except in the event of termination, retirement or death of the optionee or a change in control of the Company.

Changes in options outstanding are summarized as follows:

	December 31, 2010					December 31, 2009					December 31, 2008
				Weighted					Weighted					Weighted
1998 Long-Term Incentive Plan				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Options outstanding at January 1		720,791		$	18.19		1,057,519		$	15.13		1,291,750		$	13.56
Granted		-			-		-			-		-			-
Exercised		(306,548	)		15.93		(329,728	)		8.26		(230,232	)		6.09
Forfeited		-			-		-			-		(3,999	)		26.02
Expired		(533	)		4.76		(7,000	)		24.31		-			-
Options outstanding at December 31		413,710			19.88		720,791			18.19		1,057,519			15.13
Options exercisable at December 31		413,710			19.88		720,791			18.19		969,535			14.15

35

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

2006 Long-Term Incentive Plan

	December 31, 2010					December 31, 2009					December 31, 2008
				Weighted					Weighted					Weighted
2006 Long-Term Incentive Plan				Average					Average					Average
				Exercise					Exercise					Exercise
	Awards			Price		Awards			Price		Awards			Price
Awards outstanding at January 1		1,065,057		$	22.89		714,258		$	27.11		373,825		$	29.92
Granted		430,750			21.08		372,750			15.11		375,350			24.43
Exercised		(29,862	)		21.62		(500	)		24.25		(3,669	)		29.95
Forfeited		(22,722	)		19.92		(7,166	)		22.89		(31,248	)		28.70
Expired		(8,625	)		29.62		(14,285	)		29.22		-			-
Awards outstanding at December 31		1,434,598			22.30		1,065,057			22.89		714,258			27.11
Awards exercisable at December 31		754,622			24.86		339,365			27.99		120,131			29.92

On May 11, 2006, our shareholders approved the AMCOL International Corporation 2006 Long-Term Incentive Plan.  This plan permits a total of 1,500,000 shares of AMCOL common stock to be awarded to eligible directors and employees through the use of nonqualified stock options, incentive stock options, restricted stock or restricted stock units, and stock appreciation rights.  Different terms and conditions apply to each form of award made under the plan.  Awards granted prior to 2009 have a six year life from the date of grant and vest ratably over a three year period from the date of grant.  Awards granted in 2009 have a ten year life from the date of grant and vest ratably over a three year period from the date of the grant. At any time, the Board of Directors may amend the plan, which automatically expires on May 12, 2016.

2010 Long-Term Incentive Plan

On May 6, 2010, our shareholders approved the AMCOL International Corporation 2010 Long-Term Incentive Plan.  This plan permits a total of 2,000,000 shares of AMCOL common stock to be awarded to eligible directors and employees through the use of nonqualified stock options, incentive stock options, restricted stock or restricted stock units, and stock appreciation rights.  All shares under this plan remain available for future issuance at December 31, 2010.  Different terms and conditions apply to each form of award under the plan.  Awards that will be granted from this plan will have a ten year life from the date of grant and vest ratably over a three year period from the date of the grant. At any time, the Board of Directors may amend the plan, which automatically expires on May 7, 2020.

All Stock Compensation Plans

All Stock Compensation Plans	2010		2009		2008
Intrinsic value of awards exercised during the year	$	3,899	$	4,352	$	6,546
Fair value of awards vested during the year		3,857		2,760		2,673
Grant date fair value of awards granted during the year		4,505		2,225		2,890

36

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table summarizes information about stock compensation awards outstanding and exercisable at December 31, 2010:

					Weighted
All Stock Compensation Plans			Weighted		Average
	Number		Average		Remaining
	of		Exercise	Intrinsic	Contractual
	Awards		Price	Value	Life (Yrs.)
Awards outstanding at December 31, 2010		1,848,308	$            21.76	$         17,081	4.67
Awards exercisable at December 31, 2010		1,168,332	23.10	9,229	2.76

The following table summarizes information about our nonvested stock compensation awards outstanding:

	December 31, 2010					December 31, 2009					December 31, 2008
				Weighted					Weighted					Weighted
All Stock Compensation Plans -				Average					Average					Average
Nonvested Awards				Grant date					Grant date					Grant date
	Awards			Fair value		Awards			Fair value		Awards			Fair value
Nonvested awards outstanding at January 1		725,692		$	7.46		682,111		$	8.81		645,261		$	9.50
Granted		430,750			10.46		372,750			5.97		375,350			7.70
Vested		(453,744	)		8.50		(322,003	)		8.57		(303,253	)		8.81
Forfeited		(22,722	)		7.59		(7,166	)		8.10		(35,247	)		9.62
Nonvested awards outstanding at December 31		679,976			9.25		725,692			7.46		682,111			8.81

(16)   Contingencies

We are party to a number of lawsuits arising in the normal course of its business.  We do not believe that any pending litigation will have a material adverse effect on our consolidated financial statements.

37

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(17)   Quarterly Results (Unaudited)

Unaudited summarized results for each quarter of the last two years are as follows:

	2010 Quarters
	First			Second			Third			Fourth
Minerals and materials	$	97,688		$	106,397		$	110,332		$	114,853
Environmental		38,175			65,159			72,373			56,392
Oilfield services		30,204			39,644			41,204			43,569
Transportation		12,120			13,583			14,284			12,238
Intersegment shipping		(3,236	)		(4,070	)		(4,742	)		(3,629	)
Net sales		174,951			220,713			233,451			223,423
Minerals and materials	$	24,210		$	27,340		$	23,949		$	23,474
Environmental		10,996			20,122			20,955			15,979
Oilfield services		8,014			11,770			11,955			12,201
Transportation		1,327			1,543			1,630			1,365
Gross profit		44,547			60,775			58,489			53,019
Minerals and materials	$	14,306		$	16,326		$	12,341		$	11,607
Environmental		(217	)		8,014			8,551			1,957
Oilfield services		1,228			4,553			4,079			4,758
Transportation		511			699			754			466
Corporate		(5,068	)		(5,848	)		(3,203	)		(7,282	)
Operating profit		10,760			23,744			22,522			11,506
Income (loss) from continuing operations	$	5,824		$	16,241		$	17,307		$	(9,448	)
Net income (loss)	$	5,824		$	16,241		$	17,307		$	(9,448	)
Net income (loss) attributable to noncontrolling interests	$	(304	)	$	92		$	(110	)	$	(101	)
Net income (loss) attributable to AMCOL shareholders	$	6,128		$	16,149		$	17,417		$	(9,347	)
Basic earnings per share attributable to AMCOL shareholders (A)	$	0.20		$	0.52		$	0.56		$	(0.30	)
Diluted earnings per share attributable to AMCOL shareholders (A)	$	0.20		$	0.51		$	0.55		$	(0.30	)

(A) Earnings per share (EPS) for each quarter is computed using the weighted-average number of shares outstanding during the quarter, while EPS for the year is computed using the weighted-average number of shares outstanding during the year.  Thus, the sum of the EPS for each of the four quarters may not equal the EPS for the year.

Our minerals and materials segment recorded expenses of $2,982 and $2,779 in third quarter ending September 30, 2010 and fourth quarter ending December 31, 2010, respectively, resulting from operational issues in our domestic personal care products business within our minerals and materials segment.

We also recorded the following charges during our fourth quarter ended December 31, 2010:

-   Non-cash losses from impairments associated with two of our joint ventures of $11,705, as disclosed more fully in Note 6;  

-   Expenses of $2,665 associated with the retirement of our retired CEO; and  

-   Tax expenses of $1,300 associated with the recognition of valuation allowances in foreign jurisdictions.

38

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

	2009 Quarters
	First			Second			Third			Fourth
Minerals and materials	$	80,157		$	75,479		$	89,021		$	91,515
Environmental		44,233			55,370			64,493			50,508
Oilfield services		31,898			32,133			29,109			26,681
Transportation		11,291			11,558			12,487			11,306
Intersegment shipping		(3,160	)		(3,340	)		(4,190	)		(3,312	)
Net sales		164,419			171,200			190,920			176,698
Minerals and materials	$	16,182		$	14,912		$	19,789		$	20,744
Environmental		14,099			19,527			22,890			15,797
Oilfield services		11,605			11,363			9,618			6,134
Transportation		1,334			1,346			1,554			1,294
Gross profit		43,220			47,148			53,851			43,969
Minerals and materials	$	7,608		$	5,783		$	10,472		$	10,926
Environmental		3,694			7,154			10,755			4,096
Oilfield services		4,917			4,450			3,096			290
Transportation		481			509			693			480
Corporate		(6,533	)		(4,116	)		(5,791	)		(5,478	)
Operating profit		10,167			13,780			19,225			10,314
Income from continuing operations	$	3,969		$	5,939		$	13,961		$	11,002
Net income	$	3,969		$	5,939		$	13,961		$	11,002
Net income (loss) attributable to noncontrolling interests	$	(207	)	$	(158	)	$	661		$	(224	)
Net income (loss) attributable to AMCOL shareholders	$	4,176		$	6,097		$	13,300		$	11,226
Basic earnings per share attributable to AMCOL shareholders (A)	$	0.14		$	0.20		$	0.43		$	0.36
Diluted earnings per share attributable to AMCOL shareholders (A)	$	0.14		$	0.20		$	0.43		$	0.36

(A) Earnings per share (EPS) for each quarter is computed using the weighted-average number of shares outstanding during the quarter, while EPS for the year is computed using the weighted-average number of shares outstanding during the year.  Thus, the sum of the EPS for each of the four quarters may not equal the EPS for the year.

During our third quarter ended September 30, 2009, our minerals and materials segment recorded a non-cash impairment charge of $1,980 to write down certain fixed assets to their estimated fair values based on a third-party appraisal as discussed more fully in Note 12.

We recorded an income tax benefit of $0.9 million in our fourth quarter ending December 31, 2009 related to the resolution of audits on prior years’ tax returns.

39

Ashapura Minechem Limited

Financial Statements as of March 31, 2009 and 2008 (unaudited)

and for the Years Ended March 31, 2009, 2008 (unaudited) and 2007 (unaudited)

and the Independent Auditors’ Report

Sanghavi & Company

Chartered Accountants

40

REPORT OF INDEPENDENT AUDITOR

To

The Board of Directors of

Ashapura Minechem Limited

We have audited the accompanying balance sheet of Ashapura Minechem Limited (“the Company”), a company incorporated in India, as of March 31, 2009 and the related profit and loss account and the cash flow statement for the year then ended (all expressed in Indian Rupees). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to and nor were we engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2009 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in India.

Accounting principles generally accepted in India vary in certain respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of the net profit for the year ended March 31, 2009 and the determination of stockholder’s equity as of March 31, 2009, to the extent summarized in Note No. 23 of Schedule S.

SANGHAVI & COMPANY

Chartered Accountants

Mumbai, India

September 22, 2009

41

ASHAPURA MINECHEM LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2009

			31st MARCH 2009			31st MARCH 2008
	SCH					(unaudited)
SOURCES OF FUNDS:
Shareholders' Funds
Share Capital		A		157,972,196			157,937,180
Share Application Money				-			198,810
Employee Stock Option Outstanding				7,108,918			7,680,379
Reserves and Surplus		B		2,543,806,688	2,708,887,802		5,384,425,141	5,550,241,510
Minority Interest		C			1,879,143			1,180,113
Loan Funds
Secured Loans		D		5,714,675,959			2,895,668,408
Deferred Payment Liabilities		E		39,123,577			43,795,142
Unsecured Loans		F		258,585,822	6,012,385,358		-	2,939,463,550
					8,723,152,303			8,490,885,173
APPLICATION OF FUNDS:
Fixed Assets		G
Gross Block				3,243,477,054			1,680,623,397
Accumulated Depreciation				722,498,156			490,266,694
Net Block				2,520,978,898			1,190,356,703
Capital Work-in-Progress				812,818,877			678,861,600
Pre-Operative Expenses				222,056,698	3,555,854,473		189,088,508	2,058,306,811
Goodwill on Consolidation					104,400,525			104,400,525
Investments		H			600,912,781			1,370,263,383
Current Assets, Loans and Advances		I
Inventories				1,992,458,927			1,815,108,504
Sundry Debtors				1,505,440,516			2,603,700,926
Cash & Bank Balances				1,457,316,232			598,847,219
Loans and Advances				1,642,825,465			1,679,990,272
				6,598,041,140			6,697,646,921
Less: Current Liabilities and Provisions		J
Current Liabilities				3,405,319,783			1,523,289,108
Provisions				19,740,291			160,889,922
				3,425,060,074			1,684,179,030
Net Current Assets					3,172,981,066			5,013,467,891
Deferred Tax Assets / (Liabilities)					1,288,331,430			(56,980,340	)
Miscellaneous Expenditure		K			672,028			1,426,903
(To the extent not written off or adjusted)
					8,723,152,303			8,490,885,173
NOTES ON ACCOUNTS		S

The Accompanying Schedules A to S are an integral part of this financial statements.

42

ASHAPURA MINECHEM LIMITED

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31st MARCH 2009

(Amounts in Rupees)

	SCH		2008-2009				2007-2008 (unaudited)					2006-2007 (unaudited)
INCOME
Sales and Operational Income		L			9,612,635,797					17,336,645,147					12,724,428,289
Other Income		M			131,431,457					128,035,370					68,635,913
					9,744,067,254					17,464,680,517					12,793,064,202
EXPENDITURE
Change in Inventory		N			(135,188,797	)				(771,632,368	)				(175,519,231	)
Materials, Mining, Manufacturing and Other Operational Expenses		O			4,068,264,174					4,634,533,085					4,938,130,098
Selling & Distribution Expenses		P			4,090,295,423					10,781,695,580					5,557,410,701
Administrative and Other Expenses		Q			897,877,466					524,670,430					400,861,234
Foreign Currency Fluctuation Loss / (Gain)					4,470,942,269					(50,478,041	)				-
Interest		R			283,403,023					161,677,917					136,941,417
Depreciation					243,992,181					91,432,483					73,475,412
					13,919,585,739					15,371,899,086					10,931,299,631
Profit Before Taxation					(4,175,518,485	)				2,092,781,431					1,861,764,571
Provision for Taxation:
Current Tax			(33,950,000	)				(441,355,000	)				(529,050,000	)
Earlier Years' Tax			(6,110,584	)				(20,282,280	)				(7,219,662	)
Fringe Benefit Tax			(5,540,260	)				(8,083,738	)				(6,997,014	)
Deferred Tax (Refer note no. 14)			1,345,311,770		1,299,710,926			(7,309,106	)	(477,030,124	)		(12,374,310	)	(555,640,986	)
Profit After Taxation					(2,875,807,559	)				1,615,751,307					1,306,123,585
Extra Ordinary item (Refer Note No 8 )					(5,270,821	)				(3,130,002	)				-
Prior Period Adjustments					(9,083,621	)				(87,981	)				(107,282	)
Share of (Loss) / Profit in Associate Company					(2,192,117	)				4,449,181					(3,337,561	)
					(2,892,354,118	)				1,616,982,505					1,302,678,742
Minority Interest					(699,030	)				(558,770	)				(698,512	)
Profit After Tax and Minority Interest					(2,893,053,148	)				1,616,423,735					1,301,980,230
Balance Brought Forward From Previous Year					2,117,959,317					911,967,016					472,741,994
Amount Available for Appropriation					(775,093,831	)				2,528,390,751					1,774,722,224
Appropriations:
General Reserve			35,000,000					262,608,551					725,445,366
Proposed Dividend			-					126,349,744					117,363,855
Corporate Dividend Tax			-		35,000,000			21,473,139		410,431,434			19,945,987		862,755,208
Balance Carried to Balance Sheet					(810,093,831	)				2,117,959,317					911,967,016
Earning Per Share
Before Extra Ordinary Items

43

Basic		(36.56	)	20.60	18.09
Diluted		(36.56	)	20.50	17.94
After Extra Ordinary Items
Basic		(36.63	)	20.56	18.09
Diluted		(36.63	)	20.46	17.94
Face Value per Share		2.00		2.00	2.00
NOTES ON ACCOUNTS	S

The Accompanying Schedules A to S are an integral part of this financial statements.

44

ASHAPURA MINECHEM LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2009

(Indian Rupees in lacs)

		2008-2009				2007-2008 (unaudited)				2006-2007 (unaudited)
A	CASH FLOW FROM OPERATING ACTIVITIES :
	Net Profit Before Tax And Extraordinary Items			(41,755.18	)			20,927.81					18,617.65
	Adjustments for -
	Depreciation	2,439.92				914.32					734.75
	Amortization of Expenses	7.55				17.58					63.33
	Amortization of Stock Compensation	(5.71	)			(137.89	)				101.52
	Exchange Rate Adjustments (net)	508.36				(245.02	)				(62.86	)
	Loss (Profit) on sale of Fixed Assets	13.46				(2.10	)				(3.21	)
	Loss (Profit) on sale of Investments	(90.26	)			(201.41	)				(10.37	)
	Provision for Doubtful Debts & Advances	2,205.66				-					-
	Provision for diminution in Investment	44.10				-					-
	Prior Period Adjustments	(90.84	)			(0.88	)				(73.27	)
	Dividend Received	(803.01	)			(630.23	)				(377.85	)
	Interest	2,496.91		6,726.15		1,260.65		975.02			1,133.83		1,505.87
	Operating Profit Before Working Capital Changes			(35,029.04	)			21,902.84					20,123.52
	Adjustments for -
	Trade and Other Receivables	10,145.31				(11,183.14	)				(9,979.74	)
	Inventories	(1,773.50	)			(8,221.82	)				(1,948.21	)
	Trade Payables	18,884.40		27,256.21		7,446.52		(11,958.44	)		(5,216.40	)	(17,144.35	)
				(7,772.83	)			9,944.40					2,979.17
	Cash Generated From Operations
	Interest Paid (net)	(2,849.04	)			(1,570.00	)				(1,356.14	)
	Direct Taxes Paid (net)	(1,667.45	)	(4,516.49	)	(7,069.68	)	(8,639.68	)		(5,215.15	)	(6,571.29	)
				(12,289.32	)			1,304.72					(3,592.12	)
	Cash Flow Before Extra Ordinary Items
	Extra ordinary Items			(52.71	)			(31.30	)				-
	NET CASH FROM OPERATING ACTIVITIES			(12,342.03	)			1,273.42					(3,592.12	)
B	CASH FLOW FROM INVESTING ACTIVITIES :
	Purchase of Fixed Assets			(17,613.36	)			(12,202.32	)				(2,192.60	)
	Sale of Fixed Assets			98.83				20.80					5.43
	Sale (Purchase) of Investments (Net)			7,803.40				(638.98	)				(12,386.03	)
	Interest Received			352.13				309.35					222.31
	Dividend Received			803.01				630.23					377.85
	NET CASH USED IN INVESTING ACTIVITIES			(8,555.98	)			(11,880.92	)				(13,973.04	)
C	CASH FLOW FROM FINANCING ACTIVITIES :
	Proceeds (Repayments) of loans borrowed (net)			30,729.22				12,140.80					3,353.09
	Proceeds from issuance of share capital (including premium)			14.35				650.34					14,383.15
	Proceeds from Share Application Money			-				1.99					-
	Dividend Paid			(1,260.86	)			(1,168.51	)				(481.64	)
	NET CASH USED IN FINANCING ACTIVITIES			29,482.72				11,624.62					17,254.60
	Net Increase in Cash and Cash Equivalents			8,584.70				1,017.12					(310.56	)
	Cash And Cash Equivalents as at beginning of the year			5,988.47				4,971.35					5,281.91
	Cash And Cash Equivalents as at end of the year			14,573.16				5,988.47					4,971.35

45

SCHEDULE – A
			31st MARCH 2008
SHARE CAPITAL	31st MARCH 2009		(unaudited)
Authorised:
110,000,000 equity shares of Rs.2 each		220,000,000		220,000,000
300,000 preference shares of Rs. 100 each		30,000,000		30,000,000
		250,000,000		250,000,000
Issued, Subscribed and Paid up:
78,986,098 (78,968,590) equity shares of Rs.2 each, fully paid up		157,972,196		157,937,180
[of which, 65,543,049 (65,534,295) shares were issued as fully paid up Bonus Shares by capitalizing General Reserve and Securities Premium account]
		157,972,196		157,937,180

SCHEDULE - B						31st MARCH 2008
RESERVES AND SURPLUS	31st MARCH 2009					(unaudited)
Capital Reserve				31,611,461					31,611,461
Securities Premium Account
Balance at the beginning of the year		1,493,220,340					1,507,881,333
Premium received during the year		1,615,813					64,307,597
Capitalized on issue of fully paid-up bonus shares		(17,508	)				(78,968,590	)
				1,494,818,645					1,493,220,340
Capital Redemption Reserve				390,000					390,000
General Reserve
Balance at the beginning of the year		1,775,220,256					1,510,000,000
Add : incremental transitional adjustments
for employees benefit costs		-					2,611,705
Transferred from Profit & Loss Account		35,000,000		1,810,220,256			262,608,551		1,775,220,256
Foreign Currency Translation Reserve				16,860,157					(33,976,233	)
Profit & Loss Account				(810,093,831	)				2,117,959,317
				2,543,806,688					5,384,425,141

46

SCHEDULE - C			31st MARCH 2008
MINORITY INTEREST	31st MARCH 2009		(unaudited)
As per last year		1,180,113		621,343
Share of Profit for the Year		699,030		558,770
		1,879,143		1,180,113

SCHEDULE D				31st MARCH 2008
SECURED LOANS	31st MARCH 2009			(unaudited)
Term Loans
From Financial institutions (Foreign Currency Accounts)		315,647,304			182,988,736
From Financial institutions (Rupee Accounts)		-			67,949,000
From Banks (Foreign Currency Accounts)		1,027,030,051			332,378,800
From Banks (Rupee Accounts)		6,752,252			-
Others (Rupee accounts)		-	1,349,429,607		1,037,845	584,354,381
Working Capital Finance
From Financial institutions (Foreign Currency Accounts)		390,359,648			409,397,744
From Banks (Foreign Currency Accounts)		1,591,366,941			1,579,526,880
From Banks (Ruppee Accounts)		2,373,782,696	4,355,509,285		312,493,355	2,301,417,979
Hire Purchase Finance			9,737,067			9,896,048
			5,714,675,959			2,895,668,408

SCHEDULE - E			31st MARCH 2008
DEFERRED PAYMENT LIABILITIES	31st MARCH 2009		(unaudited)
Sales Tax Deferred Payment Liability		39,123,577		43,795,142
		39,123,577		43,795,142

SCHEDULE - F			31st MARCH 2008
UNSECURED LOANS	31st MARCH 2009		(unaudited)
Inter Corporate Loans		258,585,822		-
		258,585,822		-

47

SCHEDULE - G

FIXED ASSETS

	Gross Block								Depreciation								Net Block
	As at						As at		Up to		For the		On				As on		As on
Assets	01.04.2008		Additions		Deductions		31.03.2009		31.03.2008		Period		Deduction		Total		31.03.2009		31.03.2008
Land & Land Development		106,424,544		19,273,939		728,980		124,969,503		-		-		-		-		124,969,503		106,424,544
Leasehold Land		78,500		-		-		78,500		-		-		-		-		78,500		78,500
Compensation for premises right		24,434,113		-		-		24,434,113		6,849,426		2,283,142		-		9,132,568		15,301,545		17,584,687
Buildings (including barge berth)		333,260,291		74,502,683		45,400		407,717,574		54,702,452		14,145,496		-		68,847,948		338,869,626		278,557,839
Plant & Machinery		979,175,361		394,105,426		13,024,087		1,360,256,700		304,414,860		79,792,427		5,521,406		378,685,881		981,570,819		674,760,501
Barges		10,759,914		-		3,161,600		7,598,314		8,883,190		304,877		2,818,804		6,369,263		1,229,051		1,876,724
Ships		-		990,680,303		-		990,680,303		-		121,813,025		-		121,813,025		868,867,278		-
Mining Lease		-		47,345,419		-		47,345,419		-		916,803		-		916,803		46,428,616		-
Vehicles		90,847,609		40,665,013		10,895,573		120,617,049		44,225,320		17,362,892		9,891,095		51,697,117		68,919,932		46,622,289
Office Equipment		63,565,813		13,697,628		3,442,633		73,820,808		39,948,183		7,426,177		2,097,116		45,277,244		28,543,564		23,617,630
Furniture & Fixtures		72,077,252		14,140,348		258,829		85,958,771		31,243,263		8,515,044		-		39,758,307		46,200,464		40,833,989
																-		-		-
Total		1,680,623,397		1,594,410,759		31,557,102		3,243,477,054		490,266,694		252,559,883		20,328,421		722,498,156		2,520,978,898		1,190,356,703
Capital work-in-progress		678,861,600		214,619,112		80,661,835		812,818,877								-		812,818,877		678,861,600
PreOperative Expenses		189,088,508		71,398,483		38,430,293		222,056,698		-		-		-		-		222,056,698		189,088,508
Total		2,548,573,505		1,880,428,354		150,649,230		4,278,352,629		490,266,694		252,559,883		20,328,421		722,498,156		3,555,854,473		2,058,306,811

* Rs.8,567,702 are transferred to pre-operative expenses

48

SCHEDULE - H							31st MARCH 2008
INVESTMENTS			31st MARCH 2009				(unaudited)
Quoted - Long Term (at cost)
3,000 equity shares of Rs.10 each of Bank of India				135,100				135,100
13,817 equity shares of Rs. 10 each of Indian Bank				1,257,347		1,392,447		1,257,347		1,392,447
(Market Value of quoted investments: Rs. 1,801,675)
25,000 equity shares of Rs. 10 each of
Payvin Financial Services Limited				250,000				250,000
500 equity shares of Rs. 10 each of
Bhanot Property & Investment Limited				5,000				5,000
54 shares of Rs. 25 each of
The Navanagar Co Operative Bank Limited				1,350				1,350
52 shares of Rs. 100 each of
The Commercial Co Operative Bank Limited				100				5,100
National Savings Certificates				475,800		732,250		470,800		732,250
(under lien with sales tax/mining authorities)				-
Current Investment :
Investment in Mutual Funds	Units
				-
ABN Amro Fixed Term Plan Series 8				-				110,168,104
ABN Amro Interval Qtly Plan H				-				221,532,065
DBS Chola Fixed Monthly Plan				-				-
DBS Chola FMP Series 6
Birla Sunlife Cash Plus		10,361,686		103,834,622				-
HDFC Liquid Fund		12,543,974		153,786,614
ICICI Prudential Institutional Liquid
Plan - Super Daily Dividend		10,390,708		103,912,277				-
Reliance Liquidity Fund		15,393,819		153,985,863				-
HDFC FMP Series VII				-				200,742,000
J.M. Arbitrage Advantage Fund				-				56,866,155
J.M. Interval Fund Qtly Plan 6				-				110,473,064
LIC MF Floating Rate Fund Collection
LIC MF FMP Series
LIC MF FMP Series 33				-				107,961,595
Prudential ICICI FMP Series
Prudential ICICI Monthly Income Plan
Reliance FHF II-Series ii
Reliance FHF-2 Qty Plan
Reliance Fixed Horizon Fund				-				53,697,000
Reliance Fixed Horizon Fund I
Reliance Fixed Horizon Fund ii Annual Plan				-				58,521,700
Std Chtd FMP Qtly Series 3
Tata Fixed Horizon Fund series 8
Templeton Monthly Income Plan				-				111,021,761
UTI Fixed Monthly plan
						515,519,376		-		1,030,983,444
Investments in Associates				-
1,700,000 Equity Shares of Ringgit 1 each of
Hudson MPA Sdn Bhd, Malaysia
Goodwill on Acquisition				37,662,910				37,662,910
Carrying amount of Investment				10,349,100				10,349,100
Accumulated Share of Profit or (Loss)				(5,730,297	)			(5,543,307	)
				42,281,713				42,468,703
50,000 Equity Shares of Rs 10 each of
Crystal Nanoclay Private Limited
Goodwill on Acquisition				3,616,261				3,616,261
Carrying amount of Investment				2,683,739				2,683,739
Accumulated Share of Profit or (Loss)				(1,890,000	)			(2,602,685	)

49

Provision for diminution in the value of Investment	(4,410,000	)		-
	-			3,697,315
1,500,000 Equity Shares of Euro 1 each of
Ashapura Amcol NV, Antwerp
Goodwill / (Capital Reserve) on Acquisition	-			(75,749,388	)
Carrying amount of Investment	-			162,707,713
Accumulated Share of Profit or (Loss)	-			(30,817,223	)
	-			56,141,102
Ashapura Arcadia Logistic Private Limited
Goodwill / (Capital Reserve) on Acquisition	(7,825,342	)		(7,825,342	)
Carrying amount of Investment	8,375,342			8,375,342
Accumulated Share of Profit or (Loss)	4,538,137			7,403,377
	5,088,137			7,953,377
Shantilal Multiport Infrastructure Private Limited
Goodwill / (Capital Reserve) on Acquisition	(56,132,162	)		(56,132,162	)
Carrying amount of Investment	58,632,162			58,632,162
Accumulated Share of Profit or (Loss)	33,398,858			32,538,745
	35,898,858			35,038,745
EMO Ashapura Energy and Minerals Limited	-			191,856,000
			83,268,708			337,155,242
			600,912,781			1,370,263,383

50

SCHEDULE - I
				31st MARCH 2008
CURRENT ASSETS, LOANS AND ADVANCES	31st MARCH 2009			(unaudited)
Current Assets
Inventories
(as taken, valued and certified by the management)
Finished and Semi-finished Goods *		1,828,499,728			1,667,818,179
Raw Materials		103,733,505			73,423,621
Packing Materials		16,677,829			21,162,243
Stores and Spares		43,547,865	1,992,458,927		52,704,461	1,815,108,504
* includes Rs. 25,492,752 related to pre operative expenses
Sundry Debtors (considered good)
Secured:
Over six months		-			-
Others		9,898,084			809,897,950
		9,898,084			809,897,950
Unsecured:
Over six months		381,419,791			249,865,094
Others		1,307,838,718			1,543,937,882
		1,689,258,509			1,793,802,976
Less : Provision for Doubtful Debts		193,716,077			-
		1,495,542,432	1,505,440,516		1,793,802,976	2,603,700,926
Other Current Assets
Cash on Hand		5,717,355			6,825,122
Balances with scheduled banks :
In Fixed Deposit Accounts		1,217,043,908			381,325,352
Funds in Transit and Cheques on Hand		10,544,631			11,001,821
Margin Money Accounts		195,934			836,012
Current Accounts		222,384,178			197,678,534
Dividend Accounts		1,430,226	1,457,316,232		1,180,378	598,847,219
Total I			4,955,215,675			5,017,656,649
Loans and Advances
(unsecured, considered good)
Advances recoverable in cash or kind or for value to be received			563,675,911			477,338,640
Advance payments of Taxes (net)			288,440,922			188,769,469
Trade Advances to Suppliers		751,679,111			909,236,507
Less : Provision for Doubtful Advances		26,849,440	724,829,671		-	909,236,507
Deposits			65,878,961			104,645,656
Total II			1,642,825,465			1,679,990,272
Total I + II			6,598,041,140			6,697,646,921

51

SCHEDULE - J
			31st MARCH 2008
CURRENT LIABILITIES AND PROVISIONS	31st MARCH 2009		(unaudited)
Current Liabilities
Sundry Creditors		1,367,835,895		907,983,670
Advances from Customers		55,888,576		12,476,712
Investors Education & Protection Fund :
Unclaimed Dividend		1,466,374		1,202,938
Statutory Liabilities		35,183,946		54,080,121
Interest Accrued but not Due		6,089,564		7,590,807
Loss on Foreign currency Derivatives Payable		1,157,530,854		-
Other Liabilities		781,324,574		539,954,860
		3,405,319,783		1,523,289,108
Provisions
Provision for Bonus		11,939,496		3,161,750
Provision for Leave Encashment		6,833,041		9,568,062
Provision for Gratuity		967,754		337,227
Provision for Taxes (Net of Payments)		-		-
Proposed Dividend		-		126,349,744
Provision for Corporate Dividend Tax		-		21,473,139
		19,740,291		160,889,922
		3,425,060,074		1,684,179,030

SCHEDULE - K
			31st MARCH 2008
MISCELLANEOUS EXPENDITURE NOT WRITTEN OFF	31st MARCH 2009		(unaudited)
Deferred Revenue Expenses		672,028		1,426,903
		672,028		1,426,903

52

SCHEDULE - L
				2007-2008			2006-2007
SALES AND OPERATIONAL INCOME	2008-2009			(unaudited)			(unaudited)
Sales
Export Sales		6,565,442,816			15,407,767,618			11,579,974,060
Local Sales		2,590,382,104	9,155,824,920		1,835,798,977	17,243,566,595		1,069,531,785	12,649,505,845
Cargo Handling Charges			160,080,686			-			-
Forward Contract Premium			111,146,869			24,892,873			(59,819,873	)
Export Incentives and Credits			2,345,403			1,965,399			985,446
Freight Receipts on Sales			47,600,537			60,746,421			133,243,868
Service Tax Refund Claims			37,027,070			-			-
Shipping Operations Income			96,629,049			-			-
Other Operational Income			1,981,263			5,473,859			513,003
			9,612,635,797			17,336,645,147			12,724,428,289

SCHEDULE - M
			2007-2008		2006-2007
OTHER INCOME	2008-2009		(unaudited)		(unaudited)
Dividend Received		80,300,514		63,022,849		37,785,400
Interest Received		35,213,031		30,934,951		22,231,241
Profit on Sale of Assets (net)		-		209,925		321,167
Profit on Sale of Investment (net)		9,025,889		20,140,593		1,037,066
Insurance Claim Received		-		7,143,194		-
Miscellaneous Income		6,892,023		6,583,858		7,261,039
		131,431,457		128,035,370		68,635,913

SCHEDULE - N				2007-2008			2006-2007
CHANGE IN INVENTORY	2008-2009			(unaudited)			(unaudited)
Opening Stock
Finished Goods and Semi-finished Goods		1,667,818,179			896,185,811			720,666,580
Closing Stock
Finished Goods and Semi-finished Goods		1,803,006,976			1,667,818,179			896,185,811
		(135,188,797	)		(771,632,368	)		(175,519,231	)

53

SCHEDULE – O MATERIALS, MINING, MANUFACTURING AND OTHER OPERATIONAL EXPENSES	2008-2009		2007-2008 (unaudited)		2006-2007 (unaudited)
Materials Consumed
Opening Stock	73,423,621		41,209,140		31,674,342
Purchases and Expenses	326,512,781		988,234,251		513,731,426
	399,936,402		1,029,443,391		545,405,768
Closing Stock	103,733,505	296,202,897	73,423,621	956,019,770	41,209,140	504,196,628
Mining Expenses
Rent and Royalty	113,729,136		63,351,359		88,750,937
Mineral Digging, Carting and
Other Mining Expenses	480,669,589	594,398,725	721,106,318	784,457,677	386,210,332	474,961,269
Manufacturing and Processing Expenses
Packing Materials Consumption and Expenses	92,673,736		84,592,412		71,978,272
Machinery Repairs and Maintenance	29,795,572		21,583,099		24,520,842
Power and Fuel	189,047,362		119,501,131		145,251,482
Carriage Inward	45,513,758		82,677,829		42,819,804
Stores & Spares Consumed	29,750,695		72,398,020		16,661,999
Trial Run Production Expenditure	17,662,523		-		-
Other Expenses	67,613,458	472,057,104	146,752,501	527,504,992	83,634,578	384,866,977
Ship Operating Expenses		169,829,486		-		-
Trading Purchases		2,535,775,962		2,366,550,646		3,574,105,224
		4,068,264,174		4,634,533,085		4,938,130,098

SCHEDULE - P			2007-2008		2006-2007
DIRECT SELLING AND DISTRIBUTION EXPENSES	2008-2009		(unaudited)		(unaudited)
Discount and Rate Difference		1,512,308		7,992,086		4,823,975
Sales Commission		60,891,346		141,230,950		107,949,916
Export Freight and Insurance		2,523,204,844		6,828,424,230		3,169,004,835
Cargo Handling Expenses		111,551,140
Shipment and Other Expenses		1,388,780,666		3,800,874,517		2,272,048,800
Royalty on Sales		4,355,119		3,173,797		3,583,175
		4,090,295,423		10,781,695,580		5,557,410,701

54

SCHEDULE – Q ADMINISTRATIVE EXPENSES	2008-2009		2007-2008 (unaudited)		2006-2007 (unaudited)
Personnel Costs
Salaries, Wages, Bonus and Other Expenses	227,072,580		157,331,116		118,716,087
Contribution to PF, ESI and other Funds	21,657,578		16,959,392		9,007,272
Employee Stock Option Compensation	-		8,965,537		23,231,813
Staff Welfare & Insurance	13,029,750		10,122,286		-
Directors' Remuneration	9,603,502	271,363,410	13,356,370	206,734,701	14,070,532	165,025,704
Administrative and Other Expenses
Travelling Expenses (including Directors' travelling of Rs.2,486,780 ; previous year Rs.3,112,635)	32,949,236		36,255,753		35,098,134
Rent	29,348,549		9,614,173		5,810,036
Rates and Taxes	3,378,687		3,636,597		2,331,127
Insurance Premiums	4,333,430		4,906,762		4,610,577
Repairs to Buildings and Others	9,430,045		4,571,273		3,983,995
Advertisement and Business Promotion Expenses	8,948,807		10,499,565		10,770,492
Directors' Sitting Fees	164,250		153,500		137,250
Commission to Non-Whole time Directors	200,000		1,000,000		2,000,000
Guarantee Commission to Directors	-		3,048,000		3,159,000
Legal and Professional Fees	81,994,658		55,051,660		32,598,574
Payments to Auditors	4,340,211		4,396,514		2,416,970
Bad Debts and Advances Written Off (net)	76,181,646		37,830,415		1,651,177
Provision for Doubtful Debts & Advances	220,565,517		-		-
Provision for Diminution in Investment in Associates	4,410,000		-		-
Donations	6,098,078		8,854,512		13,861,205
Loss on Sale / Disposal of Assets	1,345,994		-		-
Wealth Tax	-		130,000		135,000
Non-Compete Agreement Deferred Expenses	-		-		2,750,000
Other Deferred Revenue Expenses (Amortization)	537,590		2,625,040		2,707,503
Preliminary Expenses Written Off	8,741		8,742		81,305
General Expenses	142,278,617		135,353,223		111,733,184
		626,514,056		317,935,729		235,835,530
		897,877,466		524,670,430		400,861,234

SCHEDULE - R			2007-2008		2006-2007
INTEREST	2008-2009		(unaudited)		(unaudited)
Working Capital Finance		240,614,432		149,339,174		119,783,573
Term Loans		40,120,628		10,533,932		14,875,788
Others		2,667,963		1,804,811		2,282,056
		283,403,023		161,677,917		136,941,417

55

SCHEDULE – S

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31st MARCH 2009

a.  Figures in the brackets are the figures for the previous year, unless otherwise stated.

b.  All the amounts are stated in Indian Rupees, unless otherwise stated.

c.  Previous year’s figures are regrouped and rearranged, wherever necessary.

1 Basis of Presentation of Financial Statements

The consolidated financial statements relate to Ashapura Minechem Limited (“the Company”), its subsidiary companies, joint venture companies and associates. The consolidated accounts have been prepared on the following basis:

a. The financial statements of the subsidiaries, joint ventures and associates used in the consolidation are drawn up to the same reporting date as that of the parent company, i.e. year ended 31 st  March 2009 except for a foreign joint venture company, EMO Ashapura Energy and Mining Limited – Nigeria where the accounts are last drawn up to 31 st December 2008.

b. The financial statements of the subsidiaries and joint venture companies are audited except for foreign joint venture companies, EMO Ashapura Energy and Mining Limited – Nigeria, Ashapura Al Zawawi Minerals LLC – Oman and Ashapura Amcol NV – Antwerp where the financial statements are unaudited.

Financial statements of all the associates are unaudited as provided by the respective companies.

 56

c. The consolidated financial statements present the consolidated accounts of Ashapura Minechem Limited with its following subsidiaries, joint ventures and associates.

		Proportion of
		Ownership
		Interest as at
		31st March 2009
		(either directly or
		through
		subsidiaries)
Subsidiaries:
1	Ashapura International Limited	100.00 %
2	Ashapura Claytech Limited	95.25 %
3	Bombay Minerals Limited	100.00 %
4	Prashansha Ceramics Limited	100.00 %
5	Peninsula Property Developers Private Limited	100.00 %
6	Sharda Consultancy Private Limited	100.00 %
7	Ashapura Consultancy Service Private Limited	100.00 %
8	Ashapura Minechem (UAE) FZE	100.00 %
9	Ashapura Holdings (UAE) FZE	100.00 %
10	Ashapura Maritme FZE	100.00 %
11	Asha Prestige Co.	100.00%
12	Ashapura Aluminium Limited	100.00 %
13	Ashapura Logistics & Infrastructure Private Limited	100.00 %
Joint Ventures:
1	Ashapura Volclay Limited	50.00 %
2	Ashapura Volclay Chemicals Private Limited	50.00 %
3	Ashapura Amcol NV – Antwerp	50.00 %
4	Emo Ashapura Energy and Mining Limited – Nigeria	48.00 %
5	Ashapura Al- Zawawi Minerals LLC – Oman	60.00 %
Associates:
1	Hudson MPA SDN BHD – Malaysia	25.00 %
2	Crystal Nanoclay Private Limited	50.00 %
3	Shanitlal Multiport Infrastructure Private Limited	50.00 %
4	Ashapura Arcadia Logistic Private Limited	50.00 %

d. The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956, to the extent applicable, and are based on the historical cost convention on an accrual basis.

 2 Principles of Consolidation

a. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together the book values of like items of the assets, liabilities, income and expenses, after fully eliminating therefrom intra-group balances and intra-group transactions as per Accounting Standard (AS) – 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.

b. Interests in joint ventures have been accounted by using the proportionate consolidation method as per Accounting Standard (AS) – 27 “Financial Reporting of Interest in Joint Ventures” issued by the Institute of Chartered Accountants of India.

57

c. Interest in associates have been accounted for by using the equity method as per Accounting Standard (AS) – 23 “Accounting for Investments in Associates in Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.

d. The financial statements of the parent company and its subsidiaries and joint ventures have been consolidated using uniform account policies for like transactions and other events in similar circumstances.

e. The excess of cost to the parent company of its investment in each of the subsidiary over its share of equity in the respective subsidiary, on the acquisition date, is recognized in the financial statements as Goodwill on Consolidation and carried in the Balance Sheet as an asset.

f. The investment in associates is initially recorded at cost. Goodwill and/or Capital Reserve arising at the time of acquisition and the carrying amount is adjusted to recognize the share of profit or loss of the investee after the date of acquisition.

3 Significant Accounting Policies

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.

Fixed Assets:

Tangible Assets are stated at cost less depreciation. All costs incurred till the date the asset is ready for use, including interest on loans relating to the acquisition, installation and substantial modification to the fixed assets are capitalized and included in the cost of the respective fixed assets.

Depreciation is provided at the rates and in the manner specified in the Schedule XIV in accordance with the provisions of section 205 (2) (b) of the Companies Act, 1956.

The assets of foreign subsidiaries and joint venture companies are depreciated over the estimated useful life of the respective assets.

Investments:

Long-term investments are stated at cost. Provision, if any, is made for permanent diminution in the value of investments. Current investments are stated at lower of cost or market value determined category wise. Dividends/interests are accounted for as and when the right to receive the same is established.

Inventories:

Raw Materials and Stores and Spares are valued at cost determined on FIFO basis or net realizable value, whichever is lower.

Stock of finished and semi-finished goods of mineral ores to the extent to which sales is assured is valued at net realizable value.

Other inventories of finished and semi-finished goods are valued at lower of the cost or net realizable value.

Sales:

Sales comprise of sale of goods and services and are stated net of inter division transfer of sales and services.

Mining Expenses:

Expenses incurred on mining including removal of overburden of mines are charged to the profit & loss account as mining cost on the basis of quantity of minerals mined during the year since removal of overburden and mining are carried out concurrently and relatively within short period of time.

58

Employee Benefits:

Post-employment benefit plans

Defined Contribution Plan:  Contribution for provident fund are accrued in accordance with applicable statutes and deposited with the Regional Provident Fund Commissioner.

Defined Benefit Plan: The liabilities in respect of gratuity and leave encashment are determined using Projected Unit Credit Method with actuarial valuation carried out as at balance sheet date. Actuarial gains and losses are recognized in full in the profit and loss account for the period in which they occur.

Contributions in respect of gratuity are made to the Group Gratuity Scheme with Life Insurance Corporation of India. Employee benefits recognized in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost and as reduced by the fair value of respective fund.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered by employees is recognized during the period when the employee renders the service.

In respect of the foreign subsidiaries and joint venture companies, the provision for employee benefits is made in accordance with the respective local statutes applicable.

Research and Development:

Revenue expenditure on Research & Development is charged against the profit for the year in which it is incurred.  Capital expenditure on Research and Development is shown as an addition to the fixed assets and is depreciated on the same basis as other fixed assets.

Foreign Currency Transactions:

a. Foreign currency transactions are accounted for at the rates prevailing on the date of transactions. Exchange rate differences related to sales and other transactions are dealt with in the profit & loss account.

b. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at the closing rates and profit or loss arising there from is dealt with in the profit & loss account.

c. In respect of forward foreign exchange contracts, the difference between the forward rate and exchange rate at the inception of the contract is recognized as income or expense, as the case may be, over the life of the contract.

d. Realized gain or loss on cancellation of forward exchange contracts are recognized in the profit and loss account for the year in which they are cancelled.

e.  Operations of the foreign subsidiary and joint venture companies are classified as non-integral. Revenue items of the foreign subsidiary and joint venture companies are translated at average rate. Monetary assets and liabilities of the foreign subsidiary and joint venture companies are translated at the closing rate.

In respect of operations of the foreign subsidiary and joint venture companies, the translation of functional currency into reporting currency is performed for the consolidation purpose. The gain or loss resulting from such translation is recognized in foreign currency translation reserve.

Financial Derivatives Transactions:

The Company uses structured foreign exchange forward contracts and options to hedge its exposure to movement in foreign exchange rates. The use of these foreign exchange derivatives reduces the risk to the Company and the Company does not use foreign exchange derivatives for trading or speculation purposes.

Gain or loss of the financial derivative contracts are accounted for on settlement. In case of the contracts having long dated tenor with multiple contingent / uncertain events, loss, if any, on account of mark to market (MTM) the outstanding contracts as on the balance sheet date is not provided for.

59

Borrowing Costs:

Net cost of borrowed funds for the projects are capitalized and included in the cost of fixed assets till its completion and other borrowing costs are recognized as expenses in the period in which they are incurred.

Deferred Revenue Expenditure:

Deferred revenue expenditure covered under Accounting Standard (AS-26) issued by the institute of Chartered Accountants of India and against which no intangible assets are acquired, are charged to the profit & loss account. Other deferred revenue expenditure is amortized over a period of time over which the benefit of such expenditure is likely to accrue.

Employee Stock Option Based Compensation:

The compensation cost of stock options granted to the employees is calculated using intrinsic value of the stock options. The compensation expenses are amortized uniformly over the vesting period of the option.

Taxation:

Provisions are made for current income tax and fringe benefit tax based on tax liability computed in accordance with relevant tax rates and tax laws.

Deferred tax is recognized, subject to the consideration of prudence, on timing difference, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Earning Per Share:

Basic earning per share is computed by dividing the net profit attributable to equity shareholders for the year by weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding at year-end.

Provision and Contingencies:

The company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

4. The Company has contracted with the banks certain structured foreign currency products, which have maturity up to February, 2013 to hedge its foreign currency exposures. Since these contracts have long dated tenor with multiple contingent / uncertain events, ascertainment of fair value of these contracts, in the opinion of the management, is not feasible.   The mark to market (MTM) valuation of forward contracts and options outstanding as at the balance sheet date, in accordance with the announcement dated 29 th  March 2008 by the Institute of Chartered Accountants of India, indicates basic loss of Rs.250.82 crores subject to favorable spot rate in the remaining tenor of the contracts. Since the contracted foreign currency is intended to be delivered on and around stipulated dates and the management is of the opinion that the said loss is notional loss and not crystallized as on the balance sheet date, the same is not provided for the accounts.

5. The Company has disclosed only such policies and notes from the individual financial statements, which fairly present the needed disclosures. Lack of homogeneity and other similar considerations made it desirable to exclude some of them, which in the opinion of the management, could be better viewed, when referred from the individual financial statements.

6. Two companies, Ashapura Amcol NV – Antwerp  and Emo Ashapura Energy and Mining Limited – Nigeria were associates till 31 st  March, 2008, which have become joint ventures companies during the year and have been considered in consolidation accordingly in the respective years.

7. Extra Ordinary item of Rs.5,270,821 is on account of loss due to fire in one of the offices of the Company during the year.

60

8. In the opinion of the management, the Group’s major business activity falls within a single primary segment i.e. bulk minerals for industrial consumption and its derivatives, which are subject to the same risks and returns and since the other operational activities are not significant in nature, the disclosure requirements of Accounting Standard (AS) – 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India are not applicable.

9. In the opinion of the Directors, the current assets, loans and advances are approximately of the value as stated in the balance sheet, if realized in the ordinary course of the business. The provision of all known liabilities is adequate and not in excess of the amount reasonably required.

10.  Balances with Debtors, Creditors and for Loans and Advances are subject to confirmations from the respective parties and reconciliation, if any. In absence of such confirmations, the balances as per books have been relied upon by the Auditors.

11.  Certain transactions for part of the year with the parties covered u/s 301 of the Companies Act are subject to    necessary approval u/s 297 from the concerned authorities.

12.  Sundry Debtors for more than six months include Rs. 4,130,629 (Rs.2,922,831) due from firms/companies in which some of the directors are interested.

13.  Permanent diminution in the value of the investment in an associate company, Crystal Nanoclay Pvt. Limited, Rs. 4,410,000 has been provided for in the profit and loss account for the year.

14.  Based on the business plans for the future, the directors believe that the Parent Company would have sufficient taxable income in the future years, and therefore, the management has decided to provide for deferred tax assets arising out of the carried forward business loss permitted under the Income Tax Act, to the extent of expected set-off.

Accordingly, deferred tax assets of Rs. 1,345,311,770 (net) arising during the year is debited to the profit & loss account. Details of the balance of Rs.1,288,331,430 are as under:

Particulars	Rs.
Out of carried forward loss		1,282,121,332
Depreciation		(73,311,421	)
Disallowances u/s 43B of the Income Tax Act		79,890,563
Others		(369,044	)
Total		1,288,331,430

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15.  The proportionate share of assets, liabilities, income and expenses in respect of the Company having interest in the jointly controlled entities, Ashapura Volclay Limited (holding: 50%), Ashapura Volclay Chemicals Pvt. Limited (holding: 50%), Ashapura Al- Zawawi Minerals LLC (holding: 60%), Ashapura Amcol NV (holding: 50%) and Emo Ashapura Energy and Mining Limited (holding: 48 %) are as under:

			(Rs. In lacs)
	Current Year		Previous Year
Assets
Fixed Assets (Net Block including WIP)		2,933.90		2,984.61
Investments		10.00		10.00
Current Assets		1,865.98		1,284.11
Loans and Advances		287.13		253.84
Miscellaneous Expenditure		0.04		5.51
Total		5,097.05		4,538.07
Liabilities
Secured Loans		993.45		1,186.33
Deferred Sales Tax Liabilities		258.80		305.52
Unsecured Loans		430.95		118.88
Current Liabilities		1,192.46		726.27
Total		2,875.66		2,337.00
Income
Sales and Operational Income		3,896.73		3,088.96
Other Income		7.74		10.02
Total		3,904.47		3,098.98
Expenses
Manufacturing and Other Expenses		3,373.69		2,246.59
Interest		124.08		125.62
Depreciation		278.81		199.22
Total		3,776.58		2,571.43

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16.  Contingent Liabilities:

(Rs. in Lacs)

		2008-2009	2007-2008
a.	In respect of guarantees given by the bank / financial institution and counter guaranteed by the Company	2,440.24	475.99
b.	Guarantees to banks against credit facilities extended to group companies	2,765.00	8,317.86
c.	Guarantees given to others on behalf of inter-group companies	848.15	1,436.83
d.	Guarantees given to various Government Authorities and Others	4,304.47	4,481.79
e.	In respect of guarantees given by the company	481.24	213.85
f.	In respect of disputed Income Tax liabilities	1,041.49	483.53
g.	Claims against the company not acknowledged as debt	18,355.04	13,871.91
h.	In respect of contracts remaining to be executed	314.43	1,150.91
i.	In respect of Other matters	449.64	352.33

17.  Advances recoverable in cash or in kind or for value to be received includes:

	2008-2009	2007-2008
Loans to other Bodies Corporate	60,733,274	77,722,636
Loans to Others	1,602,000	1,631,337
Loan to a firm in which the company was a partner	2,450,049	2,450,049
Loans and Advances to Staff	17,311,448	17,999,907
Trade advance to firms and companies in which some
of the Directors are interested	19,338,575	89,362,575
Security deposit towards land and premises to
Directors and Firms in which some of the Directors are
interested	13,610,750	16,195,000
Claims Receivable	269,434,454	2,298,517
Unrealized Gain on Forward Exchange Contracts	5,538,277	20,044,452
Prepaid Expenses	7,477,409	21,672,066
Pre-operative Expenses for various new projects	653,941	3,705,630
Other Advances and Receivables	165,525,734	224,256,471

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18. Related Party Transactions:

a.	Associates:
●	Ashapura Shipping Limited
●	Ashapura Volclay Limited
●	Ashapura Volclay Chemicals Private Limited
●	Ashapura Exports Private Limited
●	Ashapura Mineral Company
●	Sharda Industrial Corporation
●	Prabhudas Vithaldas
●	K.M.Mehta
●	Ashapura Infin Private Limited
●	Hudson MPA Sdn Bhd, Malaysia
●	Crystal Nanoclay Private Limited
●	Ashapura Amcol NV, Antwerp
●	Emo Energy & Mining Co. Limited, Nigeria
●	Ashapura Al- Zawawi Minerals LLC
●	Ashapura Arcadia Logistic Private Limited
●	Shantilal Multiport Infrastructure Private Limited
●	Hemprabha Trading & Investments Co. Pvt Ltd.
●	Gurbarga Trading & investments Co. Pvt. Ltd
b.	Key Management Personnel:
●	Mr. Navnitlal R Shah
●	Mr. Chetan Shah
●	Mrs. Dina C Shah

64

Particulars of Transactions	2008-2009	2007-2008
Associates:
Sales of Materials	184,516,076	275,437,395
Purchases of Materials	377,183,462	415,827,142
Interest received	3,800,713	324,795
Interest Paid	2,611,652	34,247
Mining Charges Paid	—	43,691,372
Export Shipment & Other Expenses	40,457,907	252,573,790
Lease Rent Paid	1,573,080	1,683,600
Miscellaneous Expenditure	200,000	—
Miscellaneous Income	360,000	679,350
Outstanding Balances as on 31st March 2009
Sundry Creditors	290,496,105	52,852,627	Cr.
Sundry Debtors	184,014,105	65,011,989	Dr.
Loans and Advances	141,170,101	172,286,846	Dr.
Loans Taken	38,730,813	7,526,486	Cr.
Security Deposits	48,200,000	8,895,000	Dr.
Key Management Personnel:
Remuneration and Perquisites	9,603,502	12,166,206
Guarantee Commission Paid	—	3,248,000
Rent Paid	648,000	144,000
Salary Paid	234,000	234,000
Direct Sitting Fees	—	17,500
Outstanding Balances as on 31st March 2009
Sundry Creditors	136,756	106,633	Cr.
Security Deposits	2,800,000	2,800,000	Dr.
Other Liabilities	—	2,845,306	Cr.

19. In accordance with the Accounting Standard (AS) - 20 on “Earnings per Share” issued by the Institute of Chartered Accountants of India, the earning per share is as under:

Particulars	2008-2009		2007-2008
Profit / (Loss) After Tax and Minority Interest	(2,893,053,148	)	1,616,423,735
Weighted average number of equity shares for computation of basic EPS	78,981,733		78,602,652
Weighted average number of equity shares for computation of diluted EPS	78,981,733		78,987,410
Nominal value of equity share	2.00		2.00
Earning per Share – Basic	(36.63	)	20.56
Earning per Share – Diluted	(36.63	)	20.46

20. Figures pertaining to the subsidiary companies as well as a joint venture companies have been reclassified wherever necessary to bring them in line with the Parent Company’s financial statements.

21. Figures for the previous year are regrouped and rearranged, wherever necessary.

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22. Financial statements of three joint venture companies and four associates wherein the company’s share of loss (net) aggregates to Rs. 516.76 lacs and Rs. 21.92 lacs respectively are unaudited and the overall financial impact being not material, auditors have relied upon the unaudited financial statements as provided by the Company’s management for the purpose of our examination of consolidated financial statements of the company.

23. Summary and Reconciliation of the Differences between Indian and United States Generally Accepted Accounting Principles

 The Company’s financial statements are prepared in accordance with accounting principles generally accepted in India (“Indian GAAP”), which differ from those generally accepted in the United States (“US GAAP”). The significant differences, as they apply to the Company, and their effect on net income and total assets are shown and summarized as follows:

			(Indian Rupees in Millions)
Reconciliation of net income per Indian			For the Financial Year
GAAP to net income per US GAAP	Notes		ending 31st March
			2009			2008*		2007*
Net Income as per Indian GAAP				(2,893	)	1,616		1,302
Adjustments to US GAAP
Difference in Inventory Valuation		A		224		(97	)	(36	)
Fair Market Value of Derivative Contracts		B		(5,375	)	(621	)	23
Provision for Compensated Absences		C		(5	)	(1	)	-
Stock Compensation Expenses		D		-		(2	)	(13	)
Mineral Reserve Amortization		E		(5	)	(5	)	(5	)
Dry Dock Expenses		F		63		-		-
Pre – Operative Expenses for
Long Lived Assets		G		(33	)	(106	)	-
Mine Restoration Costs		H		(22	)	(90	)	(31	)
Tax effect of the above adjustments		I		1,847		278		3
Sub total				(3,306	)	(644	)	(59	)
Net Income as per US GAAP				(6,199	)	972		1,243
* Unaudited

	(Indian Rupees in Millions)
Reconciliation of Shareholders’ equity per Indian GAAP to Shareholder’s equity per US GAAP	For the Financial Year ending 31st March
	2009			2008*
Shareholders’ equity per Indian GAAP
Shareholders’ Funds		2,709		5,550
Adjustments to US GAAP
Difference in Inventory Valuation		-		(253	)
Fair Market Value of Derivative Contracts		(5,993	)	(618	)
Provision for Compensated Absences		(5	)	1
Stock Compensation Expenses		41		41
Mineral Reserve Amortization		(16	)	(11	)
Dry Dock Expenses		62		-
Pre – Operative Expenses for Long Lived Assets		(139	)	(106	)
Mine Restoration Costs		64		85
Tax effect of the above adjustments		2,110		293
Minority Interest (Refer Note J)		2		1
Sub total		(3,874	)	(567	)
Shareholders’ equity per US GAAP		(1,165	)	4,983

* Unaudited

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Notes:

A. Inventory Valuation For mining entities, Indian GAAP permits inventory valuation at net realizable value to the extent the sale is assured, whereas US GAAP requires such inventory to be valued at cost or net realizable value whichever is lower. The changes in valuation are due to inventory valued at net realizable value in case of inventories awaiting shipment for which there is a sales commitment.

B. Fair Market Value of Derivative Contracts As per Indian GAAP the company is required to provide losses in respect of all outstanding derivative contracts at the balance sheet date by marking them to market. However gains on such derivative contracts are to be recognized only on settlement. As per US GAAP, all outstanding derivative contracts are to be measured at fair value.

C. Provision for Compensated Absences Since April 2008, as required under Indian GAAP, the company has accounted for compensated absences as other long-term employee benefits based on liability (discounted present value) determined on actuarial basis. As per US GAAP, the said liability is to be accounted for without discounting.

D. Stock Compensation Expenses Indian GAAP permits accounting for stock compensation expenses based on intrinsic value of the options. As per US GAAP, provision for stock compensation is to be accounted based on fair value of the said options. Accordingly, the same is determined by the Company as per Black Scholes method.

E. Mineral Reserves The company has made certain acquisitions prior to 2007, which are recorded as investments as per Indian GAAP. As per US GAAP the purchase price over the fair market value of the net assets has to be accounted as intangible assets and amortized. The “Mineral reserves” adjustments above recognizes the fair value of mineral rights acquired in the acquisitions as well as the subsequent amortization of those mineral rights over their useful life as is required per US GAAP.

F. Dry Dock Expenses: The company has incurred overhaul / major repair expense for a ship acquired in 2009. Indian GAAP does not permit capitalization of such expenses; whereas US GAAP allows capitalization of such expenses, which are to be amortized over the expected period of benefit.

G. Pre-operative expenses: Guidance in India permits capitalization of pre-operative expenses. US GAAP requires only direct expenses related to construction/ acquisition of the assets to be capitalized. Expenses other than direct expenses are therefore to be charged to the Income statement.

H. Provision for Mine Restoration Costs: Indian GAAP does not require ascertainment of fair value of retirement obligation. US GAAP requires that the fair value of an asset retirement obligation be recorded when a reasonable estimate of fair value can be made. The estimate is to be based on legal obligation that arises as a result of the acquisition, construction or development of long-lived asset. Hence the company has made necessary estimates for provision of expenses for afforestation and mine restoration, which are to be charged to the Income statement.

I. Income Taxes This adjustment provides for the income tax effect, if any, for each of the aforementioned adjustments that affect net income as would be required as per US GAAP.

J. Minority Interest As per US GAAP, minority interest is included as a component of equity, whereas it is included within liabilities under Indian GAAP. The adjustment reclassifies into equity the amount of minority interest to conform the presentation of equity to US GAAP.

67

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 31, 2012

AMCOL INTERNATIONAL CORPORATION
By:	/s/ Donald W. Pearson
	Donald W. Pearson
	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit

Number

3.1	Restated Certificate of Incorporation of the Company (1), as amended (2), as amended (3)
3.2	Bylaws of the Company as amended and restated (4)
4	Article Four of the Company’s Restated Certificate of Incorporation (1), as amended (3)
10.1	AMCOL International Corporation Nonqualified Deferred Compensation Plan (5)
10.2	AMCOL International Corporation 1998 Long-Term Incentive Plan (6), as amended* (7)
10.3	AMCOL International Corporation 2006 Long-Term Incentive Plan (8), as amended * (5)
10.4	AMCOL International Corporation Annual Cash Incentive Plan* (8)
10.5	AMCOL International Corporation Discretionary Cash Incentive Plan* (8)
10.6	AMCOL International Corporation Amended and Restated Supplementary Pension Plan for Employees* (5)
10.7	Employment Agreement effective as of March 25, 2009 by and between Registrant and Lawrence E. Washow* (9)
10.8	Employment Agreement effective as of February 2, 2009 by and between Registrant and Donald W. Pearson* (9)
10.9	Employment Agreement effective as of March 25, 2009 by and between Registrant and Gary Castagna* (9)
10.10	Employment Agreement effective as of March 25, 2009 by and between Registrant and Ryan F. McKendrick* (9)
10.11	A written description of compensation for the Board of Directors of the Company is set forth under the caption “Director Compensation” in the definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to the Company’s shareholders in connection with the Annual Meeting of Shareholders to be held on May 5, 2011, and is hereby incorporated by reference.*
10.12	Credit Agreement by and among AMCOL International Corporation and Harris Trust and Savings Bank, individually and as agent, Wells Fargo Bank, N.A., Bank of America N.A. and the Northern Trust Company dated November 10, 2005 (10), as amended (11), as further amended (12), as further amended (13), as further amended (14)
10.13	Form of Indemnification Agreement between the Company and its directors and executive officers (4)
10.14	Employment Agreement effective as of January 1, 2010 by and between Registrant and Michael Johnson* (15)
10.15	Employment Agreement effective as of January 1, 2010 by and between Registrant and Robert Trauger* (15)
10.16	Form of Restricted Stock Award Agreement between Registrant and Gary Castagna and Ryan F. McKendrick* (16)
10.17	Note Purchase Agreement dated as of April 29, 2010 by and among the Registrant and the Lincoln National Life Insurance Company and the Lincoln Life and Annuity Company of New York (17)
10.18	AMCOL International Corporation 2010 Long-Term Incentive Plan* (18)
10.19	AMCOL International Corporation 2010 Cash Incentive Plan* (18)
10.20	Form of Option Award Agreement* (18)
10.21	Form of Annual Cash Award Agreement* (18)
10.22	Transition and Retirement Agreement dated as of November 19, 2010 by and between Registrant and Lawrence E. Washow* (19)
10.23	Performance based Restricted Stock Form Award Agreement * (20)
21	AMCOL International Subsidiary Listing**
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Sanghavi & Company
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the. Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350

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(1)	Exhibit is incorporated by reference to the Registrant’s Form S-3 filed with the Securities and Exchange Commission on September 15, 1993.
(2)	Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995.
(3)	Exhibit is incorporated by reference to the Registrant’s Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 1998.
(4)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on February 13, 2009.
(5)	Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.
(6)	Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-56017) filed with the Securities and Exchange Commission on June 4, 1998.
(7)	Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-68664) filed with the Securities and Exchange Commission on August 30, 2001.
(8)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2006.
(9)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 5, 2009.
(10)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 15, 2005.
(11)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 19, 2006.
(12)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 13, 2007.
(13)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on May 23, 2008.
(14)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 23, 2009.
(15)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2010.
(16)	Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2009.
(17)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2010.
(18)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 7, 2010.
(19)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 22, 2010.
(20)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 14, 2011

*Management compensatory plan or arrangement

**Filed with our Form 10-K filed on March 1, 2011