UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 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: 1-10776
 CALGON CARBON CORPORATION
  Delaware
    
    25-0530110(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)P.O. Box 717, Pittsburgh, PA
    
    15230-0717(Address of principal executive offices)
    
    (Zip Code)
 (412) 787-6700
 [None]
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at April 30, 2010[Common Stock, $.01 par value per share]
    
    56,170,818 shares




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I N D E X
 PagePART 1  CONDENSED CONSOLIDATED FINANCIAL INFORMATIONItem 1 . Condensed Consolidated Financial StatementsIntroduction to the Condensed Consolidated Financial Statements
    
    
    2Condensed Consolidated Statements of Income (unaudited)
    
    
    3Condensed Consolidated Balance Sheets (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2 . Managements Discussion and Analysis of Results of Operations and Financial Condition
    
    
    31Item 3. Qualitative and Quantitative Disclosures about Market Risk
    
    
    46Item 4. Controls and Procedures
    
    
    46PART II    OTHER INFORMATIONItem 1 . Legal Proceedings
    
    
    47Item 1a. Risk Factors
    
    
    47Item 2c . Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 6 . Exhibits
    
    
    47SIGNATURES
    
    
    48CERTIFICATIONS
 1




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PART I  CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 Item 1. Condensed Consolidated Financial Statements
 INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   2




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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
   Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    99,485
    
    
    $
    85,952Net sales to related parties
    
    
    3,442
    
    
    
    4,681Total
    
    
    102,927
    
    
    
    90,633Cost of products sold
(excluding depreciation and amortization)
    
    
    65,791
    
    
    
    61,214Depreciation and amortization
    
    
    5,077
    
    
    
    3,776Selling, general and
administrative expenses
    
    
    18,164
    
    
    
    15,745Research and development
expenses
    
    
    1,487
    
    
    
    96290,519
    
    
    
    81,697Income from operations
    
    
    12,408
    
    
    
    8,936Interest income
    
    
    116
    
    
    
    127Interest expense
    
    
    (8
    )
    
    
    (21
    )Gain on acquisitions (Note 1)
    
    
    2,217
    
    
    
    Other expense  net
    
    
    (304
    )
    
    
    (428
    )Income from operations before income tax
and equity in income from equity investments
    
    
    14,429
    
    
    
    8,614Income tax provision
    
    
    5,559
    
    
    
    3,081Income from operations before equity in income
from equity investments
    
    
    8,870
    
    
    
    5,533Equity in income from equity investments
    
    
    112
    
    
    
    441Net income
    
    $
    8,982
    
    
    $
    5,974Net income per common shareBasic
    
    $
    0.16
    
    
    $
    0.11Diluted
    
    $
    0.16
    
    
    $
    0.11Weighted average shares outstandingBasic
    
    
    55,708,492
    
    
    
    54,117,118Diluted
    
    
    56,725,077
    
    
    
    56,079,039
  3




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CONDENSED CONSOLIDATED BALANCE SHEETS
   March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    46,707
    
    
    $
    38,029Restricted cash
    
    
    1,768
    
    
    
    5,556Receivables (net of allowance of $1,847 and $1,971)
    
    
    82,720
    
    
    
    61,716Receivables from related parties
    
    
    
    
    
    
    2,588Revenue recognized in excess of billings on uncompleted
contracts
    
    
    4,870
    
    
    
    5,963Inventories
    
    
    100,165
    
    
    
    84,587Deferred income taxes  current
    
    
    15,115
    
    
    
    15,935Other current assets
    
    
    8,881
    
    
    
    7,471Total current assets
    
    
    260,226
    
    
    
    221,845Property, plant and equipment, net
    
    
    162,336
    
    
    
    155,100Equity investments
    
    
    210
    
    
    
    10,969Intangibles
    
    
    8,578
    
    
    
    4,744Goodwill
    
    
    26,785
    
    
    
    26,934Deferred income taxes  long-term
    
    
    2,681
    
    
    
    2,601Other assets
    
    
    4,118
    
    
    
    3,525Total assets
    
    $
    464,934
    
    
    $
    425,718LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    54,122
    
    
    $
    44,821Billings in excess of revenue recognized on uncompleted
contracts
    
    
    4,367
    
    
    
    4,522Payroll and benefits payable
    
    
    8,766
    
    
    
    9,509Accrued income taxes
    
    
    4,889
    
    
    
    3,169Short-term debt
    
    
    14,777
    
    
    
    Current portion of long-term debt
    
    
    2,569
    
    
    
    Total current liabilities
    
    
    89,490
    
    
    
    62,021Long-term debt
    
    
    5,160
    
    
    
    Deferred income taxes  long-term
    
    
    1,209
    
    
    
    189Accrued pension and other liabilities
    
    
    56,186
    
    
    
    56,422Total liabilities
    
    
    152,045
    
    
    
    118,632Redeemable non-controlling interest (Note 1)
    
    
    1,633
    
    
    
    Commitments and contingencies (Note 8)Shareholders equity:Common shares, $.01 par value, 100,000,000 shares
authorized, 58,712,692 and 58,553,617 shares issued
    
    
    587
    
    
    
    586Additional paid-in capital
    
    
    165,410
    
    
    
    164,236Retained earnings
    
    
    182,147
    
    
    
    173,165Accumulated other comprehensive loss
    
    
    (6,060
    )
    
    
    (1,006
    )342,084
    
    
    
    336,981Treasury stock, at cost, 3,069,076 and 3,006,037 shares
    
    
    (30,828
    )
    
    
    (29,895
    )Total shareholders equity
    
    
    311,256
    
    
    
    307,086Total liabilities and shareholders equity
    
    $
    464,934
    
    
    $
    425,718
  4




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activitiesNet income
    
    $
    8,982
    
    
    $
    5,974Adjustments to reconcile net income to
net cash provided by operating activities:Gain on acquisitions (Note 1)
    
    
    (2,217
    )
    
    
    Depreciation and amortization
    
    
    5,077
    
    
    
    3,776Equity in income from equity investments
    
    
    (112
    )
    
    
    (441
    )Employee benefit plan provisions
    
    
    917
    
    
    
    1,363Stock-based compensation
    
    
    633
    
    
    
    536Deferred income tax expense (benefit)
    
    
    1,354
    
    
    
    (859
    )Changes in assets and liabilities-net of effects
from purchase of businesses and foreign exchange:Decrease (increase) in receivables
    
    
    90
    
    
    
    (1,223
    )Increase in inventories
    
    
    (2,524
    )
    
    
    (6,004
    )(Increase) decrease in revenue in excess of billings on
uncompleted contracts and other current assets
    
    
    (783
    )
    
    
    5,796Increase (decrease) in accounts payable, accrued
liabilities, and accrued interest
    
    
    2,509
    
    
    
    (1,452
    )Increase in accrued income taxes
    
    
    3,764
    
    
    
    894Pension contributions
    
    
    (2,052
    )
    
    
    (509
    )Other items  net
    
    
    1,510
    
    
    
    853Net cash provided by operating activities
    
    
    17,148
    
    
    
    8,704Cash flows from investing activitiesPurchase of businesses  net of cash (Note 1)
    
    
    (2,103
    )
    
    
    Property, plant and equipment expenditures
    
    
    (8,937
    )
    
    
    (11,132
    )Cash pledged for collateral
    
    
    (1,006
    )
    
    
    Cash released from collateral
    
    
    4,794
    
    
    
    Net cash used in investing activities
    
    
    (7,252
    )
    
    
    (11,132
    )Cash flows from financing activitiesReductions of debt obligations
    
    
    (127
    )
    
    
    Treasury stock purchased
    
    
    (933
    )
    
    
    (567
    )Common stock issued
    
    
    157
    
    
    
    430Excess tax benefit from stock-based compensation
    
    
    364
    
    
    
    490Net cash (used in) provided by financing activities
    
    
    (539
    )
    
    
    353Effect of exchange rate changes on cash
    
    
    (679
    )
    
    
    (801
    )Increase (decrease) in cash and cash equivalents
    
    
    8,678
    
    
    
    (2,876
    )Cash and cash equivalents, beginning
of period
    
    
    38,029
    
    
    
    16,750Cash and cash equivalents, end of period
    
    $
    46,707
    
    
    $
    13,874
  5




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Acquisitions
 Zwicky Denmark and Sweden (Zwicky) and Hyde Marine, Inc. (Hyde)
    Calgon Mitsubishi Chemical Corporation (CMCC)
   6




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(In thousands)Assets:Cash
    
    $
    709Accounts receivable
    
    
    19,511Inventory
    
    
    14,650Property, plant, and equipment, net
    
    
    7,014Intangibles*
    
    
    4,350Other current assets
    
    
    1,453Other assets
    
    
    894Total Assets
    
    
    48,581Liabilities:Accounts payable
    
    
    (8,044
    )Short-term debt
    
    
    (14,777
    )Current portion of long-term debt
    
    
    (2,569
    )Long-term debt
    
    
    (5,160
    )Accrued pension and other liabilities
    
    
    (3,380
    )Total Liabilities
    
    
    (33,930
    )Redeemable non-controlling interest
    
    
    (1,633
    )Net Assets
    
    $
    13,018Cash Paid for Acquisitions
    
    $
    2,812
 *
    
    Weighted amortization period of 5.6 years.  Revenue
    
    $
    1,053Net loss
    
    $
    (422
    )
  Pro Forma Information
  7




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Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    120,133
    
    
    $
    109,036Net income
    
    $
    8,655
    
    
    $
    6,740Net income per common shareBasic
    
    $
    0.15
    
    
    $
    0.12Diluted
    
    $
    0.15
    
    
    $
    0.12
   2. Inventories
 March 31, 2010
    
    
    December 31, 2009Raw materials
    
    $
    22,480
    
    
    $
    22,657Finished goods
    
    
    77,685
    
    
    
    61,930$
    100,165
    
    
    $
    84,587
 3. Supplemental Cash Flow Information
   4. Dividends
  8




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5. Comprehensive Income
 Three Months Ended March 31,2010
    
    
    2009Net income
    
    $
    8,982
    
    
    $
    5,974Other comprehensive loss, net of taxes
    
    
    (5,054
    )
    
    
    (3,631
    )Comprehensive income
    
    $
    3,928
    
    
    $
    2,343
  6. Segment Information
  9




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Three Months EndedMarch 31,2010
    
    
    2009Net salesActivated Carbon and Service
    
    $
    90,452
    
    
    $
    77,763Equipment
    
    
    10,160
    
    
    
    10,899Consumer
    
    
    2,315
    
    
    
    1,971$
    102,927
    
    
    $
    90,633Income (loss) from operations
before depreciation and amortizationActivated Carbon and Service
    
    $
    17,687
    
    
    $
    11,882Equipment
    
    
    (315
    )
    
    
    975Consumer
    
    
    113
    
    
    
    (145
    )17,485
    
    
    
    12,712Depreciation and amortizationActivated Carbon and Service
    
    
    4,474
    
    
    
    3,360Equipment
    
    
    485
    
    
    
    302Consumer
    
    
    118
    
    
    
    1145,077
    
    
    
    3,776Income from operations
    
    
    12,408
    
    
    
    8,936Reconciling items:Interest income
    
    
    116
    
    
    
    127Interest expense
    
    
    (8
    )
    
    
    (21
    )Gain on acquisitions
    
    
    2,217
    
    
    
    Other expense  net
    
    
    (304
    )
    
    
    (428
    )Income from operations
before income tax and equity in income from equity
investments
    
    $
    14,429
    
    
    $
    8,614
 March 31, 2010
    
    
    December 31, 2009Total AssetsActivated Carbon and Service
    
    $
    402,092
    
    
    $
    368,363Equipment
    
    
    49,498
    
    
    
    44,001Consumer
    
    
    13,344
    
    
    
    13,354Consolidated total assets
    
    $
    464,934
    
    
    $
    425,718
 7. Derivative Instruments
  10




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March 31,
    
    
    December 31,Asset Derivatives
    
    Balance Sheet Locations
    
    2010
    
    
    2009Derivatives designated as hedging
instruments under ASC 815:Foreign exchange contracts
    
    Other current assets
    
    $
    152
    
    
    $
    60Natural gas contracts
    
    Other current assets
    
    
    
    
    
    
    5Currency swap
    
    Other assets
    
    
    
    
    
    
    210Foreign exchange contracts
    
    Other assets
    
    
    106
    
    
    
    Natural gas contracts
    
    Other assets
    
    
    
    
    
    
    4Total derivatives designated as hedging
instruments under ASC 815
    
    
    
    
    258
    
    
    
    279Derivatives not designated as hedging
instruments under ASC 815:Foreign exchange contracts
    
    Other current assets
    
    $
    16
    
    
    $
    25Total derivatives not
designated
as hedging instruments
under
ASC 815
    
    
    
    
    16
    
    
    
    25Total asset derivatives
    
    
    
    $
    274
    
    
    $
    304
  March 31,
    
    
    December 31,Liability Derivatives
    
    Balance Sheet Locations
    
    2010
    
    
    2009Derivatives designated as hedging
instruments under ASC 815:Foreign exchange contracts
    
    Accounts payable and accrued liabilities
    
    $
    139
    
    
    $
    716Natural gas contracts
    
    Accounts payable and accrued liabilities
    
    
    1,971
    
    
    
    1,211Natural gas contracts
    
    Accrued pension and other liabilities
    
    
    1,015
    
    
    
    852Total derivatives designated as
hedging instruments under ASC 815
    
    
    
    
    3,125
    
    
    
    2,779Total liability derivatives
    
    
    
    $
    3,125
    
    
    $
    2,779
  
    
    Level 1 Quoted prices (unadjusted) in active markets for identical assets or
liabilities;
    
    Level 2 Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
    
    Level 3 Unobservable inputs that reflect the reporting entitys own assumptions.
 11




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Cash Flow Hedges
   Three Months EndedMarch 31, 2010Accumulated OCI derivative loss January 1, 2010
    
    $
    3,195Effective portion of changes in fair value
    
    
    575Reclassifications from accumulated OCI derivative gain to earnings
    
    
    (647
    )Foreign currency translation
    
    
    (27
    )Accumulated OCI derivative loss at March 31, 2010
    
    $
    3,096
 Amount of (Gain) or LossRecognized in OCI on Derivatives(Effective Portion)Three Months EndedMarch 31,Derivatives in ASC 815 Cash Flow Hedging Relationships:
    
    2010
    
    
    2009Foreign Exchange Contracts
    
    $
    (738
    )
    
    $
    1,968Currency Swap
    
    
    
    
    
    
    667Natural Gas Contracts
    
    
    1,313
    
    
    
    (3,863
    )Total
    
    $
    575
    
    
    $
    (1,228
    )
 Amount of (Gain) or LossReclassified from AccumulatedOCI in Income (Effective Portion) *Location of (Gain) or
    
    Three Months EndedDerivatives in ASC 815 Cash Flow
    
    Loss Recognized in
    
    March 31,Hedging Relationships:
    
    Income on Derivatives
    
    2010
    
    
    2009Foreign Exchange Contracts
    
    Cost of products sold
    
    $
    (40
    )
    
    $
    301Currency Swap
    
    Interest expense
    
    
    (121
    )
    
    
    10Natural Gas Contracts
    
    Cost of products sold
    
    
    (486
    )
    
    
    (162
    )Total
    
    
    
    $
    (647
    )
    
    $
    149
 12




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Amount of (Gain) or LossRecognized in Income onDerivatives (IneffectivePortion and AmountExcluded fromEffectiveness Testing) **Location of (Gain) or
    
    
    Three Months EndedDerivatives in ASC 815 Cash Flow
    
    Loss Recognized in
    
    
    March 31,Hedging Relationships:
    
    Income on Derivatives
    
    
    2010
    
    
    2009Foreign Exchange Contracts
    
    Other expense  net
    
    $
    (1
    )
    
    $
    (4
    )Currency Swap
    
    Other expense  net
    
    
    
    
    
    
    Natural Gas Contracts
    
    Other expense  net
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    (1
    )
    
    $
    (4
    )
 *
    
    Assuming market rates remain constant with the rates at March 31, 2010, a loss of $1.9 million is
expected to be recognized in earnings over the next 12 months.**
    
    For the three months ended March 31, 2010 and 2009, the amount of loss recognized in income was
all attributable to the ineffective portion of the hedging relationships.
  March 31,
    
    
    December 31,(in thousands except for mmbtu)
    
    2010
    
    
    2009Natural gas contracts (mmbtu)
    
    
    1,055,000
    
    
    
    1,070,000Foreign exchange contracts
    
    $
    19,470
    
    
    $
    14,552Currency swap
    
    $
    
    
    
    $
    3,646
 Other
  Amount of (Gain) or LossRecognized in Income onLocation of (Gain) or

    
    
    DerivativesDerivatives Not Designated as
    
    Loss Recognized in
    
    
    Three Months Ended March 31,Hedging Instruments Under ASC 815:
    
    Income on Derivatives
    
    
    2010
    
    
    2009Foreign Exchange Contracts *
    
    Other expense - net
    
    $
    156
    
    
    $
    157Total
    
    
    
    
    
    $
    156
    
    
    $
    157
 
 *
    
    As of March 31, 2010 and 2009, these foreign exchange contracts were entered into and settled
during the respective periods.  13




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8. Contingencies
    14




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15




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16




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17




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18




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19




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20




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9. Goodwill & Other Identifiable Intangible Assets
   ActivatedCarbon &Service
    
    
    Equipment
    
    

    ConsumerSegment
    
    
    Segment
    
    
    Segment
    
    
    TotalBalance as of January 1, 2010
    
    $
    20,305
    
    
    $
    6,569
    
    
    $
    60
    
    
    $
    26,934Foreign exchange
    
    
    (208
    )
    
    
    59
    
    
    
    
    
    
    
    (149
    )Balance as of March 31, 2010
    
    $
    20,097
    
    
    $
    6,628
    
    
    $
    60
    
    
    $
    26,785
 21




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March 31, 2010Weighted Average
    
    
    Gross Carrying
    
    
    Foreign
    
    
    Accumulated
    
    
    Net CarryingAmortization Period
    
    
    Amount
    
    
    Exchange
    
    
    Amortization
    
    
    AmountAmortized Intangible
Assets:Patents
    
    15.4 Years
    
    $
    1,369
    
    
    $
    
    
    
    $
    (1,067
    )
    
    $
    302Customer Relationships
    
    16.0 Years
    
    
    10,333
    
    
    
    (272
    )
    
    
    (6,586
    )
    
    
    3,475Product Certification
    
    5.4 Years
    
    
    5,022
    
    
    
    
    
    
    
    (1,371
    )
    
    
    3,651Unpatented Technology
    
    20.0 Years
    
    
    2,875
    
    
    
    
    
    
    
    (1,725
    )
    
    
    1,150Total
    
    13.8 Years
    
    $
    19,599
    
    
    $
    (272
    )
    
    $
    (10,749
    )
    
    $
    8,578
 December 31, 2009Weighted Average
    
    
    Gross Carrying
    
    
    Foreign
    
    
    Accumulated
    
    
    Net CarryingAmortization Period
    
    
    Amount
    
    
    Exchange
    
    
    Amortization
    
    
    AmountAmortized Intangible
Assets:Patents
    
    15.4 Years
    
    $
    1,369
    
    
    $
    
    
    
    $
    (1,047
    )
    
    $
    322Customer Relationships
    
    17.0 Years
    
    
    9,323
    
    
    
    (182
    )
    
    
    (6,399
    )
    
    
    2,742Product Certification
    
    7.9 Years
    
    
    1,682
    
    
    
    
    
    
    
    (1,192
    )
    
    
    490Unpatented Technology
    
    20.0 Years
    
    
    2,875
    
    
    
    
    
    
    
    (1,685
    )
    
    
    1,190Total
    
    16.0 Years
    
    $
    15,249
    
    
    $
    (182
    )
    
    $
    (10,323
    )
    
    $
    4,744
  For the year ending December 31:2010
    
    $
    1,8822011
    
    
    1,6272012
    
    
    1,4372013
    
    
    1,3622014
    
    
    1,262
 22




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##### 



10. Borrowing Arrangements
 March 31,
    
    December 31,Short-Term Debt
    
    2010
    
    2009Borrowings under Japanese loan agreements
    
    $
    14,777
    
    
    $
    Long-Term DebtBorrowings under Japanese loan agreements
    
    
    7,729
    
    
    
    Less current portion of long-term debt
    
    
    (2,569
    )
    
    
    Net
    
    $
    5,160
    
    
    $
    
 5.00% Convertible Senior Notes due 2036
    Credit Facility
  23




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##### 



24




---



##### 



Industrial Revenue Bonds
  Belgian Loan and Credit Facility
  25




---



##### 



United Kingdom Credit Facility
  Chinese Credit Facility
  Japanese Loans and Credit Facility
   26




---



##### 



Fair Value of Debt
  Maturities of Debt
  Interest Expense
  27




---



##### 



11. Pensions
 U.S. Plans :
  Three Months Ended March 31Pension Benefits
    
    2010
    
    
    2009Service cost
    
    $
    223
    
    
    $
    197Interest cost
    
    
    1,241
    
    
    
    1,213Expected return on plan assets
    
    
    (1,284
    )
    
    
    (913
    )Amortization of prior service cost
    
    
    29
    
    
    
    51Net actuarial loss amortization
    
    
    400
    
    
    
    512Net periodic pension cost
    
    $
    609
    
    
    $
    1,060
  Employer Contributions
  European Plans:
  Three Months Ended March 31Pension Benefits
    
    2010
    
    
    2009Service cost
    
    $
    136
    
    
    $
    122Interest cost
    
    
    484
    
    
    
    407Expected return on plan assets
    
    
    (343
    )
    
    
    (269
    )Amortization of net transition amount
    
    
    3
    
    
    
    10Net actuarial loss amortization
    
    
    37
    
    
    
    27Foreign currency exchange
    
    
    (9
    )
    
    
    6Net periodic pension cost
    
    $
    308
    
    
    $
    303
  Employer Contributions
  28




---



##### 



Defined Contribution Plans:
  12. Basic and Diluted Net Income from Continuing Operations Per Common Share
  Three Months Ended March 31,(Dollars in thousands, except per share amounts)
    
    2010
    
    
    2009Income from operations available to
common shareholders
    
    $
    8,982
    
    
    $
    5,974Weighted Average Shares OutstandingBasic
    
    
    55,708,492
    
    
    
    54,117,118Effect of Dilutive Securities
    
    
    1,016,585
    
    
    
    1,961,921Diluted
    
    
    56,725,077
    
    
    
    56,079,039Net incomeBasic
    
    $
    0.16
    
    
    $
    0.11Diluted
    
    $
    0.16
    
    
    $
    0.11
  29




---



##### 



13. Related Party Transactions
  14. Income Taxes
 Unrecognized Income Tax Benefits
  15.	Subsequent Events
  30




---



##### 



Item 2 . Managements Discussion and Analysis of Results of Operations and Financial Condition
  Results of Operations
      31




---



##### 



32




---



##### 



Financial Condition
 Working Capital and Liquidity
     5.00% Convertible Senior Notes due 2036
    33




---



##### 



Credit Facility
     34




---



##### 



35




---



##### 



Japanese Loans and Credit Facility
   Contractual Obligations
   36




---



##### 



Capital Expenditures and Investments
  Regulatory Matters
   37




---



##### 



38




---



##### 



39




---



##### 



40




---



##### 



Other
       41




---



##### 



42




---



##### 



Outlook
 Activated Carbon and Service
   43




---



##### 



Equipment
  44




---



##### 



Consumer
 ®
 Critical Accounting Policies
  45




---



##### 



Item 3 .
  Item 4. Controls and Procedures
 Disclosure Controls and Procedures:
  Changes in Internal Control:
  46




---



##### 



PART II  OTHER INFORMATION
 Item 1 . Legal Proceedings
  Item 1a Risk Factors
  Item 2c . Unregistered Sales of Equity Securities and Use of Proceeds
 (d) Maximum Number(c) Total Number of
    
    
    (or ApproximateShares Purchased
    
    
    Dollar Value)(a) Total
    
    
    
    
    
    
    as Part of Publicly
    
    
    of Shares that MayNumber
    
    
    (b) Average
    
    
    Announced
    
    
    Yet be Purchasedof Shares
    
    
    Price Paid
    
    
    Repurchase Plans
    
    
    Under the Plans orPeriod
    
    Purchased
    
    
    Per Share
    
    
    or Programs
    
    
    ProgramsJanuary 1  January 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1  February 28, 2010
    
    
    42,306
    
    
    $
    13.89
    
    
    
    
    
    
    
    March 1  March 31, 2010
    
    
    20,733
    
    
    $
    16.65
    
    
    
    
    
    
    
    
 
 (a)
    
    This column includes purchases under Calgon Carbons Equity Incentive Plan which represented
withholding taxes due from employees relating to the restricted share awards issued on February 24,
2010; February 28, 2010; March 4, 2010; and March 31, 2010. Future purchases under this plan will
be dependent upon employee elections and forfeitures. Item 6 . Exhibits
 Exhibit No.
    
    Description
    
    Method of Filing10.1
    
    Employment Agreement by and between Calgon Carbon
Corporation and John S. Stanik effective January 1, 2010
and entered into on February 5, 2010
    
    (a)10.2
    
    Employment Agreement by and between Calgon Carbon
Corporation and Leroy M. Ball effective January 1, 2010
and entered into on February 5, 2010
    
    (b)10.3
    
    Employment Agreement by and between Calgon Carbon
Corporation and Gail A. Gerono effective January 1, 2010
and entered into on February 5, 2010
    
    (c)10.4
    
    Employment Agreement by and between Calgon Carbon
Corporation and Robert P. OBrien effective January 1,
2010 and entered into on February 5, 2010
    
    (d)10.5
    
    Employment Agreement by and between Calgon Carbon
Corporation and Richard D. Rose effective January 1,
2010 and entered into on February 5, 2010
    
    (e)10.6
    
    Employment Agreement by and between Calgon Carbon
Corporation and James A. Sullivan effective January 1,
2010 and entered into on February 5, 2010
    
    (f)10.7
    
    Redemption, Asset Transfer and Contribution Agreement by
and among Calgon Mitsubishi Chemical Corporation,
Mitsubishi Chemical Corporation and Calgon Carbon
Corporation dated February 12, 2010
    
    (g)10.8
    
    Form of Indemnification Agreement dated February 25, 2010
    
    (h)10.9
    
    Loan Agreement among Calgon Mitsubishi Chemical
Corporation (now known as Calgon Carbon Japan KK),
Calgon Carbon Corporation and The Bank of
Tokyo-Mitsubishi UFJ, Ltd. dated March 31, 2010
    
    (i)10.10
    
    Specialized Overdraft Account Agreement among Calgon
Mitsubishi Chemical Corporation (now known as Calgon
Carbon Japan KK), Calgon Carbon Corporation and The Bank
of Tokyo-Mitsubishi UFJ, Ltd. dated March 31, 2010
    
    (j)10.11
    
    Revolving Credit Facility Agreement between Calgon
Mitsubishi Chemical Corporation (now known as Calgon
Carbon Japan KK) and MCFA Inc. dated March 31, 2010
    
    (k)10.12
    
    Letter of Undertaking by Calgon Carbon Corporation on
behalf of MCFA Inc. dated March 31, 2010
    
    (l)31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer
    
    Filed herewith31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer
    
    Filed herewith32.1
    
    Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith32.2
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith
 
 (a)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed February 5, 2010.(b)
    
    Incorporated herein by reference to Exhibit 10.2 to the Companys report on
Form 8-K filed February 5, 2010.(c)
    
    Incorporated herein by reference to Exhibit 10.3 to the Companys report on
Form 8-K filed February 5, 2010.(d)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on
Form 8-K filed February 5, 2010.(e)
    
    Incorporated herein by reference to Exhibit 10.5 to the Companys report on
Form 8-K filed February 5, 2010.(f)
    
    Incorporated herein by reference to Exhibit 10.6 to the Companys report on
Form 8-K filed February 5, 2010.(g)
    
    Incorporated herein by reference to Exhibit 10.12 to the Companys report on
Form 10-K filed for the fiscal year ended December 31, 2009.(h)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed March 3, 2010.(i)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed April 1, 2010.(j)
    
    Incorporated herein by reference to Exhibit 10.2 to the Companys report on
Form 8-K filed April 1, 2010.(k)
    
    Incorporated herein by reference to Exhibit 10.3 to the Companys report on
Form 8-K filed April 1, 2010.(l)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on
Form 8-K filed April 1, 2010. 47




---



##### 



SIGNATURES
  CALGON CARBON CORPORATION
(REGISTRANT)Date:  May 5, 2010
    /s/ Leroy M. BallLeroy M. BallSenior Vice President,
Chief Financial Officer 48




---



##### 



Exhibit No.
    
    Description
    
    Method of Filing10.1
    
    Employment Agreement by and between Calgon Carbon
Corporation and John S. Stanik effective January 1, 2010
and entered into on February 5, 2010
    
    (a)10.2
    
    Employment Agreement by and between Calgon Carbon
Corporation and Leroy M. Ball effective January 1, 2010
and entered into on February 5, 2010
    
    (b)10.3
    
    Employment Agreement by and between Calgon Carbon
Corporation and Gail A. Gerono effective January 1, 2010
and entered into on February 5, 2010
    
    (c)10.4
    
    Employment Agreement by and between Calgon Carbon
Corporation and Robert P. OBrien effective January 1,
2010 and entered into on February 5, 2010
    
    (d)10.5
    
    Employment Agreement by and between Calgon Carbon
Corporation and Richard D. Rose effective January 1,
2010 and entered into on February 5, 2010
    
    (e)10.6
    
    Employment Agreement by and between Calgon Carbon
Corporation and James A. Sullivan effective January 1,
2010 and entered into on February 5, 2010
    
    (f)10.7
    
    Redemption, Asset Transfer and Contribution Agreement by
and among Calgon Mitsubishi Chemical Corporation,
Mitsubishi Chemical Corporation and Calgon Carbon
Corporation dated February 12, 2010
    
    (g)10.8
    
    Form of Indemnification Agreement dated February 25, 2010
    
    (h)10.9
    
    Loan Agreement among Calgon Mitsubishi Chemical
Corporation (now known as Calgon Carbon Japan KK),
Calgon Carbon Corporation and The Bank of
Tokyo-Mitsubishi UFJ, Ltd. dated March 31, 2010
    
    (i)10.10
    
    Specialized Overdraft Account Agreement among Calgon
Mitsubishi Chemical Corporation (now known as Calgon
Carbon Japan KK), Calgon Carbon Corporation and The Bank
of Tokyo-Mitsubishi UFJ, Ltd. dated March 31, 2010
    
    (j)10.11
    
    Revolving Credit Facility Agreement between Calgon
Mitsubishi Chemical Corporation (now known as Calgon
Carbon Japan KK) and MCFA Inc. dated March 31, 2010
    
    (k)10.12
    
    Letter of Undertaking by Calgon Carbon Corporation on
behalf of MCFA Inc. dated March 31, 2010
    
    (l)31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer
    
    Filed herewith31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer
    
    Filed herewith32.1
    
    Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith32.2
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith
 
 (a)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed February 5, 2010.(b)
    
    Incorporated herein by reference to Exhibit 10.2 to the Companys report on
Form 8-K filed February 5, 2010.(c)
    
    Incorporated herein by reference to Exhibit 10.3 to the Companys report on
Form 8-K filed February 5, 2010.(d)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on
Form 8-K filed February 5, 2010.(e)
    
    Incorporated herein by reference to Exhibit 10.5 to the Companys report on
Form 8-K filed February 5, 2010.(f)
    
    Incorporated herein by reference to Exhibit 10.6 to the Companys report on
Form 8-K filed February 5, 2010.(g)
    
    Incorporated herein by reference to Exhibit 10.12 to the Companys report on
Form 10-K filed for the fiscal year ended December 31, 2009.(h)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed March 3, 2010.(i)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on
Form 8-K filed April 1, 2010.(j)
    
    Incorporated herein by reference to Exhibit 10.2 to the Companys report on
Form 8-K filed April 1, 2010.(k)
    
    Incorporated herein by reference to Exhibit 10.3 to the Companys report on
Form 8-K filed April 1, 2010.(l)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on
Form 8-K filed April 1, 2010.