Amcol International 10-K/A 2005 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, 2005
o	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:  0-15661
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.)
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, Illinois	60004-7803
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 394-8730

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

Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o 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  o 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  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 the Form 10-K.  o

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

Large accelerated filer  o Accelerated filer  x Non-accelerated filer  o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  o   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 $18.79 per share on June 30, 2005, and, for the purpose of this calculation only, the assumption that all of the registrant’s directors and executive officers are affiliates) was approximately $421.2 million.

          Registrant had 29,888,634 shares of $.01 par value Common Stock outstanding as of February 28, 2006.

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.

EXPLANATORY NOTE

          This Amendment No. 2 (this “Amendment No. 2” or “Form 10-K/A”) to the Annual Report of AMCOL International Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2005, which was originally filed on March 16, 2006 (the “Original Filing”), and amended on March 21, 2006 (“Amendment No. 1”), is being filed to include the notes to the financial statements, which were inadvertently excluded from Amendment No. 1 due to a clerical error.  

          As required under SEC rules, this Amendment No. 2 sets forth the complete text of “Item 15: Exhibits and Financial Statement Schedules,” as amended. Except for the specific change referred to above, no other changes have been made. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosure in this Amendment to speak to any later date.

Item 15. Exhibits and Financial Statement Schedules

(a)	1. See Index to Financial Statements and Financial Statement Schedule below.
	2. See Financial Statements and Index to 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.

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

		Page
(1)	Financial Statements:
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets, December 31, 2005 and 2004	F-4
	Consolidated Statements of Operations, Years ended December 31, 2005, 2004 and 2003	F-6
	Consolidated Statements of Comprehensive Income, Years ended December 31, 2005, 2004 and 2003	F-7
	Consolidated Statements of Stockholders’ Equity, Years ended December 31, 2005, 2004 and 2003	F-8
	Consolidated Statements of Cash Flows, Years ended December 31, 2005, 2004 and 2003	F-9
	Notes to Consolidated Financial Statements	F-10

          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. 

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
AMCOL International Corporation:

          We have audited the consolidated financial statements of AMCOL International Corporation and subsidiaries as listed in the accompanying index. We have also audited management’s assessment , included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that AMCOL International Corporation and subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  AMCOL International Corporation’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on these consolidated financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audit of financial statements included 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.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

          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.

F-2

          In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AMCOL International Corporation and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, management’s assessment that AMCOL International Corporation and subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Furthermore, in our opinion, AMCOL International Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

          As described in Note 1 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation effective January 1, 2003.

	KPMG LLP
Chicago, Illinois
March 16, 2006

F-3

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)

	December 31,
ASSETS	2005		2004
Current assets:
Cash	$	15,997	$	17,594
Accounts receivable:
Trade, less allowance for doubtful accounts of $2,350 and $4,637 in 2005 and 2004, respectively		98,824		86,128
Other		2,901		2,214
Inventories		77,928		63,882
Prepaid expenses		6,595		7,111
Current deferred tax assets		3,698		4,293
Income taxes receivable		4,864		10,750
Assets held for sale		402		752
Total current assets		211,209		192,724
Investment in and advances to joint ventures		19,730		16,133
Property, plant, equipment, and mineral rights and reserves:
Land and mineral rights		12,761		12,019
Depreciable assets		252,430		247,280
		265,191		259,299
Less: accumulated depreciation		165,127		165,658
		100,064		93,641
Other assets:
Goodwill		20,644		19,225
Intangible assets, less accumulated amortization of $5,479 and $4,629 in 2005 and 2004, respectively		3,009		3,802
Deferred tax assets		4,579		3,710
Other assets		9,294		7,207
		37,526		33,944
	$	368,529	$	336,442

Continued…

F-4

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)

	December 31,
LIABILITIES AND STOCKHOLDERS’ EQUITY	2005		2004
Current liabilities:
Accounts payable		24,722	$	25,474
Accrued liabilities		38,547		36,207
Total current liabilities		63,269		61,681
Long-term debt		34,838		34,295
Minority interests in subsidiaries		259		5
Deferred compensation		7,045		5,872
Other liabilities		14,262		12,655
		21,566		18,532
Stockholders’ equity:
Common stock, par value $.01 per share. Authorized 100,000,000 shares; issued 32,015,771 shares in 2005 and 2004		320		320
Additional paid in capital		72,194		69,763
Retained earnings		184,125		154,366
Accumulated other comprehensive income		8,644		14,905
		265,283		239,354
Less:
Treasury stock (2,232,132 and 2,620,016 shares in 2005 and 2004, respectively)		16,427		17,420
		248,856		221,934
	$	368,529	$	336,442

See accompanying notes to consolidated financial statements.

F-5

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share amounts)

	Year Ended December 31,
	2005			2004			2003
Continuing Operations
Net sales	$	535,924		$	461,778		$	374,483
Cost of sales		397,901			343,210			274,415
Gross profit		138,023			118,568			100,068
General, selling and administrative expenses		90,947			82,584			71,053
Operating profit		47,076			35,984			29,015
Other income (expense):
Interest expense, net		(1,660	)		(826	)		(280	)
Other, net		(393	)		(86	)		526
		(2,053	)		(912	)		246
Income before income taxes, income from affiliates and joint ventures		45,023			35,072			29,261
Income tax expense		11,645			4,687			9,946
Income before income from affiliates and joint ventures		33,378			30,385			19,315
Income from affiliates and joint ventures		2,912			1,180			600
Income from continuing operations		36,290			31,565			19,915
Discontinued Operations
Gain on 2001 disposal (including income tax benefits of $5,255 and $8,741 in 2005 and 2003, respectively)		4,755			—			8,950
Income from discontinued operations		4,755			—			8,950
Net income	$	41,045		$	31,565		$	28,865

See accompanying notes to consolidated financial statements.

Continued…

F-6

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share amounts)

	Year Ended December 31,
	2005		2004		2003
Earnings per share
Basic earnings per share:
Continuing operations	$	1.23	$	1.08	$	0.70
Discontinued operations:
Gain on disposal		0.16		—		0.32
		0.16		—		0.32
Net income	$	1.39	$	1.08	$	1.02
Diluted earnings per share:
Continuing operations	$	1.18	$	1.03	$	0.67
Discontinued operations:
Gain on disposal		0.15		—		0.30
		0.15		—		0.30
Net income	$	1.33	$	1.03	$	0.97

Consolidated Statements of Comprehensive Income
(In thousands)

	Year Ended December 31,
	2005			2004			2003
Net income	$	41,045		$	31,565		$	28,865
Other comprehensive income (loss) -
Minimum pension liability (net of $169 tax benefit in 2005 and $0 in 2004)		154			(457	)		—
Foreign currency translation adjustment		(6,415	)		6,990			6,367
Comprehensive income	$	34,784		$	38,098		$	35,232

See accompanying notes to consolidated financial statements.

F-7

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(In thousands, except share and per share amounts)

	Common Stock										Accumulated Other Comprehensive Income (Loss)
	Number of Shares		Amount		Additional Paid-in Capital
								Retained Earnings						Treasury Stock
																	Total
Balance at December 31, 2002		32,015,771	$	320	$	69,850		$	107,874		$	2,005		$	(22,114	)	$	157,935
Net income		—		—		—			28,865			—			—			28,865
Cash dividends ($0.16 per share)		—		—		—			(4,560	)		—			—			(4,560	)
Currency translation adjustment		—		—		—			—			6,367			—			6,367
Purchase of 266,963 treasury shares		—		—		—			—			—			(2,853	)		(2,853	)
Sales of 1,492,806 treasury shares pursuant to options		—		—		(5,145	)		—						7,273			2,128
Tax benefit from employee stock plans		—		—		2,195			—			—			—			2,195
Vesting of common stock in connection with employee stock plans		—		—		613			—			—			760			1,373
Balance at December 31, 2003		32,015,771		320		67,513			132,179			8,372			(16,934	)		191,450
Net income									31,565									31,565
Cash dividends ($0.32 per share)									(9,378	)								(9,378	)
Currency translation adjustment												6,990						6,990
Purchase of 189,800 treasury shares															(3,243	)		(3,243	)
Sales of 477,809 treasury shares pursuant to options						(1,551	)								2,757			1,206
Tax benefit from employee stock plans						2,027												2,027
Vesting of common stock in connection with employee stock plans						1,774												1,774
Minimum pension liability												(457	)					(457	)
Balance at December 31, 2004		32,015,771		320		69,763			154,366			14,905			(17,420	)		221,934
Net income									41,045									41,045
Cash dividends ($0.38 per share)									(11,286	)								(11,286	)
Currency translation adjustment												(6,415	)					(6,415	)
Purchase of 109,629 treasury shares															(2,058	)		(2,058	)
Sales of 497,513 treasury shares pursuant to options						(1,561	)								3,051			1,490
Tax benefit from employee stock plans						1,601												1,601
Vesting of common stock in connection with employee stock plans						2,391												2,391
Minimum pension liability												154						154
Balance at December 31, 2005		32,015,771		320		72,194			184,125			8,644			(16,427	)		248,856

See accompanying notes to consolidated financial statements.

F-8

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

	Year Ended December 31,
				2004			2003
		2005		(revised)*			(revised)*
Cash flow from operating activities:
Net income	$	41,045		$	31,565		$	28,865
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Gain on the disposal of discontinued operations		(4,755	)		—			(8,950	)
Depreciation, depletion, and amortization		19,558			20,124			18,910
Undistributed earnings from affiliates and joint ventures		(3,156	)		(867	)		(403	)
Minority interest in income of subsidiaries		42			7			—
Increase (decrease) in allowance for doubtful accounts		(2,381	)		1,063			813
Decrease (increase) in deferred income taxes		(1,139	)		(995	)		(2,663	)
Tax benefit from employee stock plans		1,601			2,027			2,195
Gain on sale of depreciable assets		(1,433	)		(311	)		(73	)
Stock compensation expense		2,391			1,772			613
Other non-cash charges		—			(457	)		—
(Increase) decrease in current assets, net of effects of acquisitions:
Accounts receivable		(10,172	)		(22,040	)		(12,615	)
Income taxes receivable		5,886			(3,869	)		777
Inventories		(14,046	)		(16,817	)		(6,721	)
Prepaid expenses		508			(2,003	)		(1,588	)
Increase (decrease) in current liabilities, net of effects of acquisitions:
Accounts payable		(1,109	)		2,897			2,447
Accrued liabilities		2,878			5,975			8,841
Increase in other noncurrent assets		(2,362	)		(1,893	)		(1,345	)
Increase (decrease) in other noncurrent liabilities		2,934			1,209			(457	)
Net cash provided by operating activities		36,290			17,387			28,646
Cash flow from investing activities:
Proceeds from sale of depreciable assets		3,574			739			195
Capital expenditures for land, mineral reserves, and depreciable assets		(28,626	)		(21,627	)		(15,795	)
(Increase) decrease in investments in and advances to affiliates and joint ventures		(901	)		(775	)		(49	)
Acquisitions		(2,118	)		(13,333	)		(7,144	)
Net tax refunds from the sale of discontinued operations		4,755			8,625			—
Receipts from (payments to) minority interest partners		259			(111	)		(499	)
Decrease (increase) in other assets		735			427			505
Net cash used in investing activities		(22,322	)		(26,055	)		(22,787	)
Cash flow from financing activities:
Proceeds from issuance of debt		55,785			88,208			17,145
Principal payments of debt		(55,764	)		(67,718	)		(25,469	)
Proceeds from sales of treasury stock		1,397			1,090			2,888
Purchases of treasury stock		(1,965	)		(2,879	)		(1,593	)
Dividends paid		(11,286	)		(9,377	)		(4,560	)
Net cash provided by (used in) financing activities		(11,833	)		9,324			(11,589	)
Effect of foreign currency rate changes on cash		(3,732	)		3,413			3,658
Net increase (decrease) in cash and cash equivalents		(1,597	)		4,069			(2,072	)
Cash and cash equivalents at beginning of year		17,594			13,525			15,597
Cash and cash equivalents at end of year	$	15,997		$	17,594		$	13,525
Supplemental disclosures of cash flow information:
Cash paid for:
Interest, net	$	1,755		$	537		$	415
Net income taxes paid (refunded)	$	1,451		$	(706	)	$	12,808

*See Note 1 of the notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

F-9

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(1)     Summary of Significant Accounting Policies

          Segments

          We operate in two principal areas of activity: minerals and environmental. We also operate a transportation business which includes delivery of our own products. The composition of consolidated revenues by segment is as follows:

	Percentage of Sales
	2005			2004			2003
Minerals		55	%		57	%		58	%
Environmental		39	%		37	%		36	%
Transportation		9	%		9	%		10	%
Intersegment Shipping		-3	%		-3	%		-4	%
		100	%		100	%		100	%

          Further descriptions of our products, principal markets and the relative significance of segment operations within AMCOL International Corporation (the Company) are included in Note 3, “Business Segment and Geographic Area Information.”

          Principles of Consolidation

          The consolidated financial statements include the accounts of our domestic and foreign subsidiaries. We consolidate all subsidiaries which are greater than 50% owned by us.  Our ownership interests in the Mexican, Indian, and Egyptian ventures range between 20% and 50%.  Accordingly, these investments are accounted for using the equity method.  Our ownership interest in the Japanese investment is recorded at cost.  All material intercompany balances and transactions, including profits on inventories, have been eliminated in consolidation.

          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 reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 

          Translation of Foreign Currencies

          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.  Foreign exchange translation adjustments are accumulated as a separate component of stockholders’ equity, while foreign currency transaction gains or losses are included in income.

          Inventories

          Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (FIFO) or moving average methods. Exploration costs are expensed as incurred. Costs incurred in removing overburden and mining bentonite are capitalized as advance mining costs until the bentonite from the mining area is transported to the plant site, at which point the costs are included in crude bentonite stockpile inventory.

F-10

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. 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 and Other Intangible Assets

          Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired businesses. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, goodwill is tested annually (or more frequently if impairment indicators arise) for impairment.  Other intangibles, including trademarks and non-compete agreements, are amortized on the straight-line method over the expected periods to be benefited, which extend up to 10 years. 

          Impairment of Long-Lived Assets

          We review the carrying values of long-lived assets whenever facts and circumstances indicate that the assets may be impaired.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal.

          Income Taxes

          We file a consolidated tax return for our U.S. based subsidiaries. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect for the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

          Revenue Recognition

          Product revenue is recognized when products are shipped to customers. Allowances for discounts, rebates, and estimated returns are recorded at the time of sale and are reported as a reduction in revenue.  We generate some sales through independent, third-party representatives.  These sales are recorded in revenues, and the commission compensation paid to the representatives is recorded in general, selling and administrative expenses.

          Transportation segment revenue for freight delivery services is recognized when the service is provided. Amounts payable for purchased transportation, commissions and insurance are accrued when the related revenue is recognized. 

          Service revenues, primarily earned by the environmental segment, represent less than 10% of consolidated net sales.  Revenue for services performed are recognized in the period such services are performed.

F-11

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

          Shipping Revenues and Costs

          We report shipping and handling costs that are passed on to customers as sales revenue and cost of sales in the consolidated statements of operations. 

          Product Liability & Warranty Expenses

          We report expenses incurred for warranty and product 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 various minerals using a surface-mining process that requires the removal of overburden.  We are obligated to restore the land comprising each mining site upon completion of mining activity.  We recognize this liability for land reclamation based on the estimated fair value of the obligation.  The obligation is adjusted to reflect the passage of time and changes in estimated future cash outflows.  The following table presents our reclamation liability and changes therein for 2005 and 2004:

	2005			2004
Balance at beginning of the year	$	4,850		$	5,060
Settlement of obligations		(1,403	)		(1,325	)
Liabilities incurred and accretion expense		1,519			1,115
Balance at the end of the period	$	4,966		$	4,850

          Research and Development

          Research and development costs are included in general, selling and administrative expenses.

          Earnings Per Share

          Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding after consideration of the dilutive effect of stock options. A reconciliation between the number of shares used to compute basic and diluted earnings per share follows:

	2005		2004		2003
Weighted average of common shares outstanding for the year		29,525,033		29,140,892		28,357,009
Dilutive impact of stock equivalents		1,278,105		1,561,969		1,492,569
Weighted average of common and common equivalent shares for the year		30,803,138		30,702,861		29,849,578
Common shares outstanding at December 31		29,783,639		29,395,755		29,107,746
Weighted average anti-dilutive shares excluded from the computation of diluted earnings per share		248,685		234,970		—

          Stock-Based Compensation

          Prior to 2003, we accounted for fixed plan stock options under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost was reflected in operations prior to 2003, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123),

F-12

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

and elected to apply these provisions prospectively, in accordance with SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123, to all employee awards granted, modified, or settled after January 1, 2003.  Awards under our plans vest over three years.  Therefore, the cost related to stock-based employee compensation included in the determination of net income in 2003 and each year thereafter is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS 123. 

          Results for prior years have not been adjusted to reflect the use of the fair value based method of accounting for employee awards. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period: 

	Year Ended December 31,
	2005			2004			2003
Net income, as reported	$	41,045		$	31,565		$	28,865
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		1,470			1,090			405
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,612	)		(1,348	)		(962	)
Pro forma net income	$	40,903		$	31,307		$	28,308
Earnings per share:
Basic - as reported	$	1.39		$	1.08		$	1.02
Basic - pro forma	$	1.39		$	1.07		$	1.00
Diluted - as reported	$	1.33		$	1.03		$	0.97
Diluted - pro forma	$	1.33		$	1.02		$	0.95

          Derivative Instruments and Hedging Activities

          Occasionally, we use derivative financial instruments (principally interest rate swaps or options) to manage exposure to changes in interest rates.  We do not use derivative instruments for trading or other speculative purposes, and we did not have any derivative financial instruments outstanding at either December 31, 2005 or 2004.

          Reclassifications and Revisions

          Certain items in the consolidated financial statements contained herein and notes thereto have been reclassified to conform with the consolidated financial statement presentation for 2005.  These reclassifications did not have a material impact on our financial statements.

          Beginning in the quarter ended March 31, 2005 and for all periods thereafter, we began reporting certain expenses related to product liability, warranty and royalty expenses in general, selling and administrative expenses rather than as deductions within net sales.  For the 2004 and 2003 periods presented herein, these deductions have been reclassified to conform to the current year financial statement presentation.  This change in financial statement presentation did not impact reported net income or earnings per share.

          We have revised the 2004 and 2003 consolidated statement of cash flows presented herein to include the effect of discontinued operations within the operating and investing portions of those statements as opposed to showing these cash flows as a separate category within the consolidated statement of cash flows.  In 2004, this revision has the effect of decreasing cash used in investing activities by $8,625 to $26,055 versus the $34,680 previously reported.   In 2003, this revision did not affect either the total cash flows provided from operating activities or the total cash flows used in investing activities.

F-13

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(2)     Discontinued Operations

          In 2004, we filed an amended tax return seeking a refund of state taxes paid on the sale of our absorbent polymers segment that occurred in 2000.  No amounts for this refund were reflected in the financial statements in 2004.  In June 2005, we successfully settled this claim for $7,800 and recorded a net income tax receivable of $5,255, accrued professional fees of $500 and a gain on the sale of discontinued operations of $4,755.

          In 2003, the Internal Revenue Service concluded audits which resulted in an actual tax liability that was lower than the amounts previously estimated.  Consequently in 2003, we recorded $8.9 million of income from discontinued operations related to the sale of the Company’s U.K. metalcasting business in 2001 and closure of the U.K. cat litter business in 2000. 

(3)     Business Segment and Geographic Area Information

          We operate in two principal business segments: minerals and environmental. We also operates a transportation business. The minerals segment mines, processes and distributes clays and products with similar applications to various industrial and consumer markets. The environmental segment processes and distributes clays and products with similar applications for use as a moisture barrier in commercial construction, landfill liners and in a variety of other industrial and commercial applications. The transportation segment includes a long-haul trucking business and a freight brokerage business that provides services to our subsidiaries as well as third-party customers. 

          We identify segments based on management responsibility and the nature of the business activities of each component of the Company. Intersegment sales are insignificant, other than intersegment shipping, which is disclosed in this Note. We measures segment profit based on operating profit, which is defined as sales less cost of sales and general, selling and administrative expenses related to a segment’s operations. The costs deducted to arrive at operating profit do not include interest or income taxes. 

          Segment assets are those assets used in the operations of that segment. Corporate assets include cash, corporate leasehold improvements, the nanocomposite investment and other miscellaneous equipment.

F-14

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

          The following summaries set forth certain financial information by business segment and geographic area as of and for the years ended December 31, 2005, 2004 and 2003:

	2005			2004			2003
Business Segment:
Revenues:
Minerals	$	295,686		$	264,167		$	217,203
Environmental		210,846			172,723			133,769
Transportation		49,708			40,650			37,549
Intersegment shipping		(20,316	)		(15,762	)		(14,038	)
Total	$	535,924		$	461,778		$	374,483
Operating profit (loss):				��
Minerals	$	36,502		$	30,632		$	23,462
Environmental		28,668			20,522			17,879
Transportation		2,717			1,720			1,547
Corporate		(20,811	)		(16,890	)		(13,873	)
Total	$	47,076		$	35,984		$	29,015
Assets:
Minerals	$	186,718		$	172,972		$	144,973
Environmental		146,588			128,154			83,459
Transportation		3,027			3,122			1,891
Corporate		32,196			32,194			35,006
Total	$	368,529		$	336,442		$	265,329
Depreciation, depletion and amortization:
Minerals	$	10,295		$	10,546		$	10,334
Environmental		6,316			6,751			6,002
Transportation		97			108			88
Corporate		2,850			2,719			2,486
Total	$	19,558		$	20,124		$	18,910
Capital expenditures:
Minerals	$	13,751		$	9,860		$	6,464
Environmental		13,198			10,647			7,660
Transportation		29			101			80
Corporate		1,648			1,019			1,591
Total	$	28,626		$	21,627		$	15,795
Research and development expenses:
Minerals	$	2,715		$	2,517		$	2,184
Environmental		1,865			1,921			1,873
Corporate		1,665			911			961
Total	$	6,245		$	5,349		$	5,018

Continued…

F-15

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

	2005		2004		2003
Geographic area:
Sales to unaffiliated customers shipped to:
Americas	$	356,777	$	296,897	$	252,797
Europe		127,987		124,260		90,719
Asia Pacific		51,160		40,621		30,967
Total	$	535,924	$	461,778	$	374,483
Operating profit from sales to:
Americas	$	22,443	$	17,853	$	16,244
Europe		15,905		12,679		8,658
Asia Pacific		8,728		5,452		4,113
Total	$	47,076	$	35,984	$	29,015
Identifiable assets in:
Americas	$	227,923	$	202,766	$	170,797
Europe		94,165		97,777		70,114
Asia Pacific		46,441		35,899		24,418
Total	$	368,529	$	336,442	$	265,329

          Revenues by product line for each fiscal year are as follows:

	2005			2004			2003
Metalcasting	$	139,427		$	117,755		$	91,866
Lining technologies		94,942			78,688			56,392
Specialty minerals		91,519			89,863			77,017
Water treatment		62,085			42,664			35,326
Pet products		60,177			53,370			48,319
Building materials		58,382			54,550			42,052
Transportation		49,708			40,650			37,549
Intersegment shipping revenue		(20,316	)		(15,762	)		(14,038	)
Total	$	535,924		$	461,778		$	374,483

(4)     Allowance for Doubtful Accounts

          The allowance for doubtful accounts as of and the activity for the years ended December 31 was as follows:

	2005			2004			2003
Balance at the beginning of the year	$	4,637		$	3,455		$	2,642
Charged to expense (income)		(731	)		2,467			1,082
Acquisitions		94			—			—
Write-offs and currency translation adjustments		(1,650	)		(1,285	)		(269	)
Balance at the end of the year		2,350			4,637			3,455

          As mentioned in Item 7 of this form 10-K, the above allowance is based on historical bad debt experience, an analysis of aged accounts and a consideration of specific accounts.

F-16

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(5)     Inventories

          Inventories at December 31 consisted of:

	2005		2004
Advance mining	$	4,429	$	2,277
Crude stockpile inventories		18,877		25,159
In-process inventories		25,935		18,123
Other raw material, container, and supplies inventories		28,687		18,323
	$	77,928	$	63,882

          Included within Other raw material, container and supplies inventories in the table above is the Company’s 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:

	2005			2004			2003
Balance at the beginning of the year	$	1,574		$	1,747		$	1,313
Charged to costs and expenses		872			784			1,497
Acquisitions		—			277			64
Disposals and currency translation adjustments		(461	)		(1,234	)		(1,127	)
Balance at the end of the year		1,985			1,574			1,747

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

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

	December 31,
	2005		2004
Mineral rights and reserves	$	3,770	$	4,169
Other land		8,991		7,850
Buildings and improvements		63,105		61,987
Machinery and equipment		180,181		178,640
Construction in progress		9,144		6,653
	$	265,191	$	259,299

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

Buildings and improvements	9-45 years
Machinery and equipment	1-20 years

          Depreciation and depletion were charged to income as follows:

	2005		2004		2003
Depreciation expense	$	18,197	$	18,895	$	17,759
Depletion expense		108		149		232
	$	18,305	$	19,044	$	17,991

F-17

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(7)     Goodwill and Intangible Assets

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

	Minerals			Environmental			Consolidated
Balance at December 31, 2003	$	5,394		$	239		$	5,633
Change in goodwill relating to:
Acquisitions		72			12,742			12,814
Foreign exchange translation		307			471			778
Total changes		379			13,213			13,592
Balance at December 31, 2004		5,773			13,452			19,225
Change in goodwill relating to:
Acquisitions		1,024			1,632			2,656
Foreign exchange translation		(414	)		(823	)		(1,237	)
Total changes		610			809			1,419
Balance at December 31, 2005		6,383			14,261			20,644

          At each year-end, we evaluate the goodwill attributable to each reporting unit for impairment.  For the years above, we concluded that there was no indication of goodwill impairment.  If indicators of impairment are deemed to be present, and future cash flows are not expected to be sufficient to recover the assets and carrying amounts, an impairment loss would be charged to expense in the period identified.

          Intangible assets were as follows:

	December 31, 2005							December 31, 2004
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
Intangtibles subject to amortization:
Trademarks	$	477	$	(108	)	$	369	$	477	$	(43	)	$	434
Patents		642		(178	)		464		642		(67	)		575
License agreements		6,250		(4,750	)		1,500		6,250		(4,000	)		2,250
Other		914		(443	)		471		835		(519	)		316
Subtotal		8,283		(5,479	)		2,804		8,204		(4,629	)		3,575
Intangibles not subject to amortization:
Pension related intangibles		205		—			205		227		—			227
Total		8,488		(5,479	)		3,009		8,431		(4,629	)		3,802

          Intangible assets are being amortized primarily on a straight-line basis over their estimated useful lives of 3 to 10 years.  We reviewed the intangible assets, net book values and estimated useful lives by class.  For the years above, there was no impairment related to the intangible assets.  We will continue to amortize the remaining net book values of intangible assets over their remaining useful lives.  Amortization expense on intangible assets for each of the years ending December 31, 2005 and 2004 was $1,253 and $1,081, respectively.  We estimate amortization expense of intangible assets for the future years ending December 31 will approximate the following amounts:

F-18

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

	Amount
2006	$	1,038
2007		1,007
2008		227
2009		194
2010		177

(8)     Investments in Joint Ventures

          Information about our investments in affiliates and joint ventures at December 31, 2005 is as follows:

	Ownership interest			Accounting Policy		Amount of our investment less the underlying net equity of the investee			Value at quoted market price
Ashapura Minechem Limited		22	%		Equity Method	$	6,274		$	29,705
Ashapura Volclay Limited		50	%		Equity Method		37			N/A
Volclay Japan Co., Ltd.		50	%		Equity Method		454			N/A
Egypt Mining & Drilling Co. and Egypt Bentoninte & Derivatives Co.		25	%		Equity Method		1,371			N/A
Egypt -Nano Technology Company		27	%		Equity Method		(21	)		N/A
Volclay de Mexico, S.A. de C.V.		49	%		Equity Method		(37	)		N/A

          Only our investment in Ashapura Minechem Limited is publicly traded on the Bombay Stock Exchange Limited.  In 2005, we increased our ownership percentage in this affiliate from 20% to 22%.  Significant information regarding each investee’s financial and operating performance for the year ending and at December 31, 2005 is in the following table.

F-19

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

	2005		2004
Ashapura Minechem Limited:
Net Sales	$	175,286	$	91,243
Operating income		16,903		7,011
Affiliate income as reported		11,379		3,706
Earnings recorded		1,985		623
Current assets		63,906		45,221
Non-current assets		15,332		14,920
Total assets		79,238		60,141
Current liabilities		12,170		11,042
Non-current liabilities		51,534		38,582
Total liabilities		63,704		49,624
Ashapura Volclay Limited:
Net Sales		6,096		4,402
Operating income		1,731		1,204
Affiliate income as reported		1,146		705
Earnings recorded		407		245
Current assets		3,718		2,725
Non-current assets		8,637		8,651
Total assets		12,355		11,376
Current liabilities		1,746		925
Non-current liabilities		5,516		6,344
Total liabilities		7,262		7,269
All other affliates and joint ventures:
Net Sales		30,617		8,376
Operating income		2,729		1,610
Affiliate income as reported		2,081		1,568
Earnings recorded		562		319
Current assets		20,621		7,280
Non-current assets		3,793		2,241
Total assets		24,414		9,521
Current liabilities		11,867		3,147
Non-current liabilities		1,154		213
Total liabilities		13,021		3,360

          We record the majority of our equity in the earnings of our investments in affiliates and joint ventures on a one quarter lag.  However, the amounts for Ashapura Minechem Limited’s assets and liabilities in the above table are as at March 31, 2005 as this is the latest information available.

(9)     Income Taxes

          Total income tax expense (benefit) for the years ended December 31 was allocated as follows:

	2005			2004		2003
Income from continuing operations	$	11,645		$	4,687	$	9,946
Discontinued operations		(5,255	)		—		(8,741	)
	$	6,390		$	4,687	$	1,205

F-20

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

          For each of the years ended December 31 in the table below, domestic and foreign components of income from continuing operations before income taxes, equity in income of joint ventures and minority interest are:

	2005		2004		2003
Income from continuing operations before income taxes, income from affiliates and joint ventures:
Domestic	$	22,485	$	20,662	$	18,972
Foreign		22,538		14,410		10,289
	$	45,023	$	35,072	$	29,261

          The components of the provision for income taxes attributable to income from continuing operations before income taxes, equity in income of joint ventures and minority interest for the years ended December 31 in the below table consisted of:

	2005		2004			2003
Provision (benefit) for income taxes:
Federal:
Current	$	6,257	$	1,170		$	8,921
Deferred		210		(95	)		(2,296	)
State:
Current		1,719		1,404			1,265
Deferred		341		(9	)		(230	)
Foreign:
Current		1,192		3,890			2,345
Deferred		1,926		(1,673	)		(59	)
	$	11,645	$	4,687		$	9,946

          The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2005 and 2004 were as follows: 

	2005			2004
Deferred tax assets attributable to:
Accounts receivable, due to allowance for doubtful accounts	$	324		$	938
Inventories		1,734			1,638
Employee benefit plans		6,584			5,660
Intangible assets		2,733			2,384
Accrued liabilities		1,301			2,024
Other		1,516			583
Total deferred tax assets		14,192			13,227
Deferred tax liabilities attributable to:
Plant and equipment, due to differences in depreciation		(1,793	)		(2,007	)
Land and mineral reserves, due to differences in depletion		(1,187	)		(1,171	)
Joint venture deferred tax		(1,591	)		(1,110	)
Other		(1,344	)		(936	)
Total deferred tax liabilities		(5,915	)		(5,224	)
Net deferred tax assets	$	8,277		$	8,003

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

F-21

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

          The following analysis reconciles the statutory federal income tax rate to the effective tax rates related to income from continuing operations before income taxes, equity in income of joint ventures and minority interest:

	2005						2004						2003
	Amount			Percent of Pretax Income			Amount			Percent of Pretax Income			Amount			Percent of Pretax Income
Provision for income taxes at U.S. statutory rates	$	15,791			35.0	%	$	12,275			35.0	%	$	10,241			35.0	%
Increase (decrease) in taxes resulting from:
Percentage depletion		(2,173	)		-4.8	%		(1,832	)		-5.2	%		(1,040	)		-3.6	%
State taxes, net of federal benefit		1,177			2.6	%		913			2.6	%		824			2.8	%
Foreign tax rates		(4,308	)		-9.5	%		(1,445	)		-4.1	%		(738	)		-2.5	%
Foreign tax adjustments		—			—			(1,119	)		-3.2	%		—			—
Depletion and research and experimentation adjustments		—			—			(4,789	)		-13.7	%		—			—
Dividend pursuant to American Jobs Creation Act of 2004		665			1.5	%		—			—			—			—
Tax receivable write-off		1,448			3.1	%		—			—			—			—
Other		(955	)		-2.0	%		684			2.0	%		659			2.3	%
	$	11,645			25.9	%	$	4,687			13.4	%	$	9,946			34.0	%

          In 2005, we repatriated $16,461 of earnings from various foreign subsidiaries in accordance with the Jobs Creation Act of 2002, and recorded a tax expense of $665 on these repatriated earnings.  Also in 2005, we determined it unlikely that we would recover costs incurred for the benefit of our foreign controlled corporations.  As a result, we wrote-off the $1,448 tax receivable related to these costs.

          We have not provided for the United States federal income and foreign income withholding taxes on approximately $45,000 of undistributed earnings from international subsidiaries as of December 31, 2005 because such earnings are intended to be reinvested indefinitely outside of the United States.  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.

          We benefit from tax holidays in both Poland and Thailand as a result of our locating and investing in special economic zones in each country.  In 2005, these tax holidays resulted in a $1,544 reduction in income tax expense and a $0.05 benefit to diluted earnings per share.

          Our agreement with the Polish tax authorities provides for a tax holiday exemption for all income tax activities through 2008, and then changes to a 50% exemption for all tax activities through 2017.  Recent changes due to membership in the European Union could cause the 50% exemption to expire in 2010 rather than 2019.  However, as 2010 approaches, we will investigate methods available to preserve that tax holiday.

          Our agreement with the Thai tax authorities provides for a 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 were exempt through December 31, 2005 and will be taxable at 50% in years 2006 through 2010.  We attempt to modify and obtain tax concessions when applicable.

F-22

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(10) Long-term Debt

          Long-term debt consisted of the following:

	December 31,
	2005		2004
Borrowings under revolving credit agreement	$	25,759	$	29,325
Industrial revenue bond		4,800		4,800
Other notes payable		4,279		170
		34,838		34,295
Less: current portion		—		—
	$	34,838	$	34,295

          In November 2005, we refinanced our previous committed revolving credit agreement that was to expire on October 31, 2006.  The new agreement provides a committed $120,000 revolving line of credit that matures October 31, 2010. As of December 31, 2005, there was $94,241 in borrowing capacity available under the line of credit. The revolving credit agreement is a multi-currency arrangement that allows us to borrow certain foreign currencies at an adjusted LIBOR rate plus .50% to 1.125%, depending upon the amount of the credit line used and certain capitalization ratios.  The facility requires certain covenants to be met, such as specific amounts of net worth, and limits our ability to make additional borrowings and guarantees.  We were in compliance with these covenants at December 31, 2005.  The borrowings under this revolving credit line at December 31, 2005 carried an average interest rate of 4.64%.

          We also refinanced our uncommitted, short-term credit facility as of September 2005.   The new facility allows for maximum borrowings of $12,000, of which $1,768 was outstanding as of December 31, 2005 at an interest rate of 5.0%.

          Maturities of long-term debt outstanding at December 31, 2005, were as follows:

	2006		2007		2008		2009		2010		Thereafter
Borrowings under revolving credit agreement		—		—		—		—		25,759		—
Industrial revenue bond and other notes payable		—		1,768		—		—		2,511		4,800
	$	—	$	1,768	$	—	$	—	$	28,270	$	4,800

          The estimated fair value of the above borrowings at December 31, 2005, was approximately equal to their carrying amounts based on discounting future cash payments using current market interest rates for loans with similar terms and maturities. 

          At December 31, 2005 and 2004, we had outstanding standby letters of credit of $14.2 million and $13.9 million, respectively.  These letters of credit typically serve to guarantee the Company’s performance of its obligations related to land reclamation and workers’ compensation claims.  The accompanying consolidated balance sheets as of December 31, 2005 and 2004 include amounts accrued for the estimated costs of obligations related to land reclamation and workers’ compensation claims. 

F-23

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(11) Acquisitions

          We completed several acquisitions during 2005, 2004 and 2003. The acquisitions in these years, individually and in aggregate, did not materially affect our operating results or financial position.  Summarized information related to these acquisitions is as follows:

	2005		2004		2003
Number of acquisitions		1		2		3
Net cash paid	$	527	$	13,333	$	7,144
Goodwill and intangible assets recorded		628		12,742		1,118

(12) Market Risks and Financial Instruments

          As a multinational corporation that manufactures and markets products in countries throughout the world, we are subject to certain market risks, including those related to foreign currency, interest rates and government actions. 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.

Exchange Rate Sensitivity

          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 changes in exchange rates for the U.S. dollar versus the euro, the British pound and the Polish zloty.  We also have significant exposure to changes in exchange rates between the British pound and the euro as well as between the Polish zloty and the euro.

          Our various currency exposures often offset each other, providing natural hedges against currency risk. Periodically, specific foreign currency transactions (e.g. inventory purchases) are hedged with forward contracts to reduce the foreign currency risk.  As of December 31, 2005, we did not have any material foreign currency contracts outstanding.

F-24

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

Interest Rate Sensitivity

          The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates for debt obligations. Weighted average variable rates are based on implied forward rates in the yield curve at the reporting date. The instruments’ actual cash flows are denominated in U.S. dollars, Thai baht (THB), British pounds (UK£), and euro (€).

	Expected Maturity Date
	2006		2007			2008		2009		2010			Thereafter			Total		Fair Value
(US$equivalent in thousands)
Short-term debt:
Fixed rate	$	—	$	—		$	—	$	—	$	—		$	—		$	—	$	—
Interest rate		—		—			—		—		—			—
Long-term debt:
Variable rate (US$)		—		1,768			—		—		9,000			4,800			15,568		15,568
Average interest rate		—		5.02	%		—		—		5.15	%		3.60	%
Fixed rate (THB)		—		—			—		—		2,511			—			2,511		2,511
Interest rate		—		—			—		—		6.69	%		—
Variable rate (UK£)		—		—			—		—		10,839			—			10,839		10,839
Average interest rate		—		—			—		—		5.14	%		—
Variable rate (€)		—		—			—		—		5,920			—			5,920		5,920
Average interest rate		—		—			—		—		2.94	%		—
Total	$	—	$	1,768		$	—	$	—	$	28,270		$	4,800		$	34,838	$	34,838

          We periodically use interest rate swaps to manage interest rate risk on debt securities. These instruments allow us to change variable rate debt into fixed rate or fixed rate debt into variable rate. Interest rate differentials are paid or received on these arrangements over the life of the agreements. At the end of 2005 and 2004, there were no interest rate swaps outstanding. 

          We are exposed to credit risk on certain assets, primarily cash equivalents, short-term investments and accounts receivable. The credit risk associated with cash equivalents and short-term investments is mitigated by our policy of investing in securities with high credit ratings and investing through major financial institutions with high credit ratings.

          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. Our accounts receivable financial instruments are carried at amounts that approximate fair value.

(13) Accumulated Other Comprehensive Income

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

	2005			2004
Cumulative foreign currency translation	$	8,947		$	15,362
Minimum pension liability, net of $169 tax benefit in 2005 and $0 in 2004		(303	)		(457	)
	$	8,644		$	14,905

F-25

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(14) Leases

          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 $4,540, $3,945, and $4,208 in 2005, 2004 and 2003, respectively.  Additionally, we have three domestic facilities that are subleased. 

          The following is a schedule of future minimum lease payments for operating leases (with initial terms in excess of one year) and related sublease income as of December 31, 2005:

	Minimum Lease Payments						Sublease Rental Income
	Domestic		Foreign		Total
Year ending December 31:
2006	$	4,437	$	404	$	4,841	$	538
2007		3,793		357		4,150		565
2008		2,232		287		2,519		336
2009		789		201		990		—
2010		472		151		623		—
Thereafter		139		707		846		—
Total	$	11,862	$	2,107	$	13,969	$	1,439

(15) Employee Benefit Plans

          We have a noncontributory pension plan covering substantially all of our domestic employees.  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.

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

	Pension Benefits
	2005			2004
Change in benefit obligations:
Beginning benefit obligation	$	34,807		$	29,732
Service cost		1,850			1,449
Interest cost		1,973			1,827
Actuarial loss		748			2,819
Benefits paid		(1,008	)		(1,020	)
Ending benefit obligation	$	38,370		$	34,807
Change in plan assets:
Beginning fair value	$	26,683		$	22,682
Actual return		3,004			4,021
Company contribution		862			1,000
Benefits paid		(1,008	)		(1,020	)
Ending fair value	$	29,541		$	26,683
Funded status of the plan	$	(8,829	)	$	(8,124	)
Unrecognized actuarial and investment (gain) loss, net		2,636			2,620
Prior service cost		349			379
Transition asset					(87	)
Accrued pension cost liability includeded in the consolidated financial statements	$	(5,844	)	$	(5,212	)

F-26

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

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

	2005			2004			2003
Service cost – benefits earned during the year	$	1,850		$	1,449		$	1,325
Interest cost on accumulated benefit obligation		1,973			1,827			1,751
Expected return on plan assets		(2,272	)		(1,938	)		(1,576	)
Net amortization and deferral		(56	)		(106	)		(36	)
Net periodic pension cost	$	1,495		$	1,232		$	1,464

          The following table summarizes the assumptions used in determining the pension obligation at December 31:

	2005			2004
Discount rate		5.25	%		5.75	%
Rate of compensation increase		5.75	%		5.75	%
Long-term rate of return		8.50	%		8.50	%

          Each year, we conduct our valuation of the pension benefit plan as of October 1st.  We expect to contribute $1,000 to the Plan in 2006.  The accumulated benefit obligation (ABO) was $29,887 and $25,704 at December 31, 2005 and 2004, respectively. 

          Our Plan assets at December 31 for each year below, by asset category, are as follows:  

	2005			2004
U.S. equity securities		54	%		56	%
AMCOL International common stock		7	%		7	%
International equity securities		5	%		4	%
Fixed income securities and bonds		30	%		33	%
Real estate and other		4	%		0	%

          We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk.  Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and 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.  The Plan’s assets are managed so as to include investments that balance income and capital appreciation.

          The Plan has a target range for equity securities of between 60% and 75%.  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.  Debt securities include both government and corporate investment vehicles.  These include a series of laddered debt securities as well as bond funds.  Although real estate investments have been employed in the past, none are being used at the present.

          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

F-27

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

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.   The average long-term rate of return on our Plan’s assets since 1994 has been approximately 10.3%.

          The estimated future benefit payments from the defined benefit plan, reflecting expected future service, as appropriate, are presented in the following table:

	Per Year
2006		1,081
2007		1,147
2008		1,229
2009		1,305
2010		1,408
2011 through 2015		9,626
Total	$	15,796

          In addition to the qualified plan outlined above, we sponsor a supplementary pension plan that provides benefits in excess of qualified plan limitations for certain employees. The unfunded accrued liability for this plan was $3,989 and $3,406 at December 31, 2005 and 2004, respectively.  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.  Our minimum pension liability at December 31, 2005 was $472.

          We also have a savings plan for its U.S. personnel. In 2005, 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. Company contributions are made using Company stock purchased in the open market. Our contributions under the savings plan were $1,529 in 2005, $1,440 in 2004 and $1,202 in 2003.

          Employees hired after December 31, 2003 do not participate in our defined benefit plan.  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.  Under this defined contribution plan, we made a total cash contribution of $312 and $148 into employees’ savings accounts in 2005 and 2004, respectively.

          Also, we have a deferred compensation plan and a 401(k) restoration plan for our executives.

          The foreign pension plans, which are not subject to United States pension funding laws, are funded using individual annuity contracts and, therefore, are not included in the information reflected above.

(16) Stock Option Plans

          Prior to 2003, we accounted for our fixed plan stock options under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and have elected to apply these provisions prospectively, in accordance with SFAS No. 148, to all employee awards granted, modified, or settled after January 1, 2003.  Beginning in 2003, awards granted under our plans vest over three years.  Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2003 and each year thereafter is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of Statement No. 123.  Had the compensation cost for the stock option plans been determined using the fair value method of accounting described in SFAS 123 for years prior to 2003, our net income would have been changed to the pro forma amounts indicated in Note 1 of notes to consolidated financial statements.

F-28

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

          For purposes of calculating the compensation cost consistent with SFAS 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model.  The fair value calculation included the following weighted average assumptions for grants made in each of the following years:

	2005			2004			2003
Risk-free interest rate		3.5	%		3.0	%		3.0	%
Expected life of option in years		4			5			5
Expected dividend yield of stock		1.7	%		1.5	%		2.1	%
Expected volatility of stock price		52.7	%		53.3	%		54.9	%
Weighted-average fair value of options granted	$	6,143		$	5,333		$	1,763

The 1983, 1987 and 1993 Plans

          We reserved shares of our common stock for the issuance of incentive and nonqualified stock options to our directors, officers and key employees under the 1983 Incentive Stock Option Plan, 1993 Stock Plan and 1987 Nonqualified Stock Option Plan. Options awarded under these plans, which entitle the optionee to one share of common stock, may be exercised at a price equal to the fair market value of the underlying common stock at the time of grant.   Options awarded under these plans 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.  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.

          These plans expired as of December 31, 2000, though options that were granted prior to expiration of the plans continue to be valid until the individual option grants expire.  Changes in options outstanding are summarized as follows:

	December 31, 2005					December 31, 2004					December 31, 2003
Expired Stock Option Plans	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at January 1		472,743		$	2.10		709,279		$	2.07		1,884,421		$	2.07
Exercised		(250,086	)		2.06		(236,536	)		2.01		(1,169,816	)		2.07
Cancelled		—			—		—			—		(5,326	)		1.97
Options outstanding at December 31		222,657			2.14		472,743			2.10		709,279			2.07
Options exercisable at December 31		222,657					472,743					709,279
Shares available for future grant at December 31		—					—					—

1998 Long-Term Incentive Plan

          We reserved 3,900,000 shares of our common stock for issuance to our officers, directors and key employees. This plan provides for the award of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and phantom stock. 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 these plans prior to 2003 generally vest 40% after two years and continued to vest at the rate of 20% per year for each year thereafter, until they are fully vested. 

F-29

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

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, 2005					December 31, 2004					December 31, 2003
1998 Long-Term Incentive Plan	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at January 1		1,627,144		$	6.78		1,611,318		$	4.11		1,731,194		$	3.46
Granted		293,900			20.90		294,650			18.10		310,950			5.67
Exercised		(247,427	)		3.95		(258,491	)		2.94		(355,334	)		2.46
Cancelled		(287	)		1.57		(20,333	)		7.97		(75,492	)		3.32
Options outstanding at December 31		1,673,330			9.68		1,627,144			6.78		1,611,318			4.11
Options exercisable at December 31		924,673					826,121					634,547
Shares available for future grant at December 31		882,695					1,176,308					1,450,625

          On May 22, 2003, we awarded 141,000 shares of restricted stock to six officers.  These same shares were outstanding at December 31, 2005, but were subsequently distributed in 2006.  Restricted stock awards are independent of option grants and are subject to restrictions considered appropriate by the Compensation Committee of the Board of Directors.  Restricted stock has the same cash dividend and voting rights as other common stock and is considered to be currently issued and outstanding.  The cost of the awards, determined to be the fair market value of the shares at the date of the grant, is expensed ratably over the period the restrictions lapse.  Total compensation expense related to this grant of $921 will be recorded over the three year period.

All Stock Option Plans

          The following table summarizes information about stock options outstanding and exercisable at December 31, 2005:

								Options Outstanding				Options Exercisable
Range of exercise prices						Number of Shares		Weighted Average Remaining Contractual Life (Yrs).		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	$	1.35	—	$	2.29		483,326		2.43	$	1.92		483,326	$	1.92
	$	2.37	—	$	5.67		606,032		4.10		4.78		455,194		4.57
	$	5.98	—	$	6.65		224,452		6.12		6.62		114,452		6.62
	$	18.10	—	$	18.10		288,650		4.11		18.10		94,731		18.10
	$	20.90	—	$	20.90		293,900		5.11		20.90		—		—
			Total				1,896,360		4.07		8.79		1,147,703		4.77

F-30

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(17) Accrued Liabilities

          Accrued liabilities at December 31 consisted of:

	2005		2004
Accrued severance taxes	$	1,419	$	2,726
Accrued employee costs		2,951		1,972
Accrued vacation pay		2,077		1,650
Accrued bonus		6,976		5,131
Accrued dividends payable		2,978		2,647
Accrued warranties		1,823		2,037
Accrued commissions		2,352		2,092
Accrued reclamation costs		1,004		1,626
Other		16,967		16,326
	$	38,547	$	36,207

          The changes in accrued warranties during 2005 and 2004 were as follows:

	2005			2004
Balance at the beginning of the year	$	2,037		$	1,147
Charged to costs and expenses		1,159			1,327
Net settlements		(1,299	)		(534	)
Foreign currency translation		(74	)		97
Balance at the end of the year		1,823			2,037

(18) Contingencies

          The Company is party to a number of lawsuits arising in the normal course of its business. The Company does not believe that any pending litigation will have a material adverse effect on its consolidated financial statements. 

F-31

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

(19) Quarterly Results (Unaudited)

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

	2005 Quarter
	First			Second			Third			Fourth
Minerals	$	73,448		$	74,877		$	74,318		$	73,043
Environmental		42,304			53,834			61,077			53,631
Transportation		10,985			12,595			13,224			12,904
Intersegment shipping		(4,687	)		(4,962	)		(5,691	)		(4,976	)
Net sales	$	122,050		$	136,344		$	142,928		$	134,602
Minerals	$	13,474		$	16,783		$	15,043		$	13,470
Environmental		14,860			18,249			21,473			18,738
Transportation		1,346			1,536			1,581			1,470
Gross profit	$	29,680		$	36,568		$	38,097		$	33,678
Minerals	$	7,795		$	10,665		$	9,799		$	8,243
Environmental		5,137			7,507			10,118			5,906
Transportation		573			720			751			673
Corporate		(5,270	)		(5,431	)		(4,709	)		(5,401	)
Operating profit	$	8,235		$	13,461		$	15,959		$	9,421
Income from continuing operations	$	6,952		$	9,518		$	11,442		$	8,378
Net income	$	6,952		$	14,273		$	11,442		$	8,378
Basic earnings per share (B)	$	0.24		$	0.48		$	0.39		$	0.28
Diluted earnings per share (B)	$	0.23		$	0.46		$	0.37		$	0.27

F-32

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)

	2004 Quarter
	First			Second			Third			Fourth
Minerals (A)	$	64,337		$	66,710		$	67,454		$	65,666
Environmental (A)		33,672			47,199			50,539			41,313
Transportation		9,332			10,058			10,979			10,281
Intersegment shipping		(3,187	)		(4,197	)		(4,326	)		(4,052	)
Net sales (A)	$	104,154		$	119,770		$	124,646		$	113,208
Minerals (A)	$	12,885		$	13,780		$	14,247		$	12,027
Environmental (A)		12,801			16,798			17,541			14,018
Transportation		1,037			1,112			1,214			1,108
Gross profit (A)	$	26,723		$	31,690		$	33,002		$	27,153
Minerals	$	7,435		$	8,253		$	8,172		$	6,772
Environmental		3,079			6,176			6,767			4,500
Transportation		386			451			523			360
Corporate		(3,660	)		(3,724	)		(5,156	)		(4,350	)
Operating profit	$	7,240		$	11,156		$	10,306		$	7,282
Income from continuing operations	$	5,083		$	7,740		$	12,469		$	6,273
Net income	$	5,083		$	7,740		$	12,469		$	6,273
Basic earnings per share (B)	$	0.17		$	0.27		$	0.43		$	0.21
Diluted earnings per share (B)	$	0.16		$	0.25		$	0.41		$	0.20

(A)

Beginning in the quarter ended March 31, 2005 and for all periods thereafter, we began reporting certain expenses related to product liability, warranty and royalty expenses in general, selling and administrative expenses rather than as deductions within net sales.  For the 2004 period presented herein, these deductions have been reclassified to conform to the current year financial statement presentation.  This change in financial statement presentation did not impact reported net income or earnings per share.

(B)

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.

F-33

SIGNATURE

          Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  April 7, 2006

AMCOL INTERNATIONAL CORPORATION
By:	/s/ Lawrence E. Washow
	Lawrence E. Washow
	President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number
3.1	Restated Certificate of Incorporation of the Company (5), as amended (10), as amended (16)
3.2	Bylaws of the Company (10)
4	Article Four of the Company’s Restated Certificate of Incorporation (5), as amended (16)
10.3	Lease Agreement for office space dated September 29, 1986, between the Company and American National Bank and Trust Company of Chicago; (1) First Amendment dated June 2, 1994 (8); Second Amendment dated June 2, 1997 (13)
10.4	AMCOL International Corporation 1987 Non-Qualified Stock Option Plan (2); as amended (6)
10.9	AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6)
10.10	AMCOL International Corporation 1993 Stock Plan, as amended and restated (10)
10.15	AMCOL International Corporation 1998 Long-Term Incentive Plan (15), as amended (21)
10.26	Employment Agreement dated March 15, 2002 by and between Registrant and Gary D. Morrison (22)*
10.27	Employment Agreement dated March 15, 2002 by and between Registrant and Peter M. Maul (22)*
10.28	Employment Agreement dated March 15, 2002 by and between Registrant and Gary Castagna (22)*
10.29	Employment Agreement dated March 15, 2002 by and between Registrant and Ryan F. McKendrick (22)*
10.30	Employment Agreement dated March 15, 2002 by and between Registrant and Lawrence E. Washow (22)*
10.31	Credit Agreement by and among AMCOL International Corporation and Harris N.A., Wells Fargo Bank, N.A., Bank of America N.A., and the Northern Trust Company dated November 10, 2005 (23)
21	AMCOL International Corporation Subsidiary Listing
23	Consent of Independent Registered Public Accounting Firm
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

(1)	Exhibit is incorporated by reference to the Registrant’s Form 10 filed with the Securities and Exchange Commission on July 27, 1987.
(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, 1988.
(4)	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, 1992.
(5)	Exhibit is incorporated by reference to the Registrant’s Form S-3 filed with the Securities and Exchange Commission on September 15, 1993.
(6)	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, 1993.
(8)	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, 1994.
(10)	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.
(13)	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, 1997.
(15)	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.
(16)	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.
(21)	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.
(22)	Exhibit is incorporated by reference to the Registrant’s Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 2002.
(23)	Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 15, 2005.

*Management compensatory plan or arrangement