UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

|           |  |                                                         |  | 
|---------- |  | ------------------------------------------------------- |  | 
|(Mark One) |  |                                                         |  | 
|( x )      |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|           |  | SECURITIES EXCHANGE ACT OF 1934                        



|                               |  |                |  |  |  | 
|------------------------------ |  | -------------- |  |  |  | 
|For the quarterly period ended |  | March 31, 2011 |  |  |  | 
|                               |  | or             |  |  |  | 



|         |  |                                                         
|-------- |  | --------------------------------------------------------
|(      ) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|         |  | SECURITIES EXCHANGE ACT OF 1934                         



|                               |  |  |  |    |  |  |  | 
|------------------------------ |  |  |  | -- |  |  |  | 
|For the transition period from |  |  |  | to |  |  |  | 
|                               |  |  |  |    |  |  |  | 



|                       |  |         |  |  |  | 
|---------------------- |  | ------- |  |  |  | 
|Commission file number |  | 1-14447 |  |  |  | 



|                                                       |  |  |  | 
|------------------------------------------------------ |  |  |  | 
|AMCOL INTERNATIONAL CORPORATION                        |  | 
|(Exact name of registrant as specified in its charter) |  | 



|                                                               |  |  |  |                                   |  |  |  | 
|-------------------------------------------------------------- |  |  |  | --------------------------------- |  |  |  | 
|Delaware                                                       |  |  |  | 36-0724340                        |  |  |  | 
|(State or other jurisdiction of incorporation or organization) |  |  |  | (IRS Employer Identification No.) |  |  |  | 



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



|                                                     |  |  |  | 
|---------------------------------------------------- |  |  |  | 
|(847) 851-1500                                       |  | 
|(Registrants telephone number, including area code) |  | 

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated
filer   ̈                Accelerated
filer  x                              
  Non-accelerated filer   ̈

Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2 of the Exchange
Act).      Yes   ̈                No  
x

Indicate the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date.



|                               |  |  |  |                               |  |  |  |  |  |  |  | 
|------------------------------ |  |  |  | ----------------------------- |  |  |  |  |  |  |  | 
|Class                          |  |  |  | Outstanding at April 27, 2011 |  |  |  |  |  |  |  | 
|(Common stock, $.01 par value) |  |  |  | 31,479,379 Shares             |  |  |  |  |  |  |  | 



1



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AMCOL INTERNATIONAL CORPORATION

INDEX



|                               |  |                                                                                                        |  |          |    | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------ |  | -------- | -- | 
|                               |  |                                                                                                        |  | Page No. |   
|Part I - Financial Information |  |                                                                                                        |  |         
|                               |  |                                                                                                       
|Item 1:                        |  | Financial Statements Condensed Consolidated Balance Sheets  March 31, 2011 and
December 31, 2010      |  |          | 3  | 
|                               |  |                                                                                                       
|                               |  | Condensed Consolidated Statements of Operations 
three months ended March 31, 2011 and 2010           |  |          | 5  | 
|                               |  |                                                                                                       
|                               |  | Condensed Consolidated Statements of Comprehensive Income 
three months ended March 31, 2011 and 2010 |  |          | 6  | 
|                               |  |                                                                                                       
|                               |  | Condensed Consolidated Statements of Changes in Equity 
three months ended March 31, 2011 and 2010    |  |          | 7  | 
|                               |  |                                                                                                       
|                               |  | Condensed Consolidated Statements of Cash Flows 
three months ended March 31, 2011 and 2010           |  |          | 8  | 
|                               |  |                                                                                                       
|                               |  | Notes to Condensed Consolidated Financial Statements                                                   |  |          | 9  | 
|                               |  |                                                                                                       
|Item 2:                        |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                  |  |          | 18 | 
|                               |  |                                                                                                       
|Item 3:                        |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  |          | 28 | 
|                               |  |                                                                                                       
|Item 4:                        |  | Controls and Procedures                                                                                |  |          | 29 | 
|                               | 
|Part II - Other Information    |  |                                                                                                        |  |         
|                               |  |                                                                                                       
|Item 5:                        |  | Other Information                                                                                      |  |          | 29 | 
|                               |  |                                                                                                       
|Item 6:                        |  | Exhibits                                                                                               |  |          | 31 | 



2



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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

Item 1:   Financial Statements



|                                                             |  |                          |         |  |                    |   |         | 
|------------------------------------------------------------ |  | ------------------------ | ------- |  | ------------------ | - | ------- | 
|ASSETS                                                       |  | March 31,2011(unaudited) |         |  | December 31,2010 * |  
|Current assets:                                              |  |                          |         |  |                    |   |         | 
|Cash and cash equivalents                                    |  | $                        | 21,180  |  |                    | $ | 27,262  | 
|Accounts receivable, net                                     |  |                          | 206,565 |  |                    |   | 193,968 | 
|Inventories                                                  |  |                          | 110,159 |  |                    |   | 107,515 | 
|Prepaid expenses                                             |  |                          | 16,332  |  |                    |   | 12,581  | 
|Deferred income taxes                                        |  |                          | 5,634   |  |                    |   | 5,553   | 
|Income tax receivable                                        |  |                          | 7,258   |  |                    |   | 8,474   | 
|Other                                                        |  |                          | 868     |  |                    |   | 6,211   | 
|                                                             |  |                          |         |  |                    |   |         | 
|Total current assets                                         |  |                          | 367,996 |  |                    |   | 361,564 | 
|                                                             |  |                          |         |  |                    |   |         | 
|                                                             |  |                         
|Noncurrent assets:                                           |  |                          |         |  |                    |   |         | 
|Property, plant, equipment, and mineral rights and
reserves: |  |                          |         |  |                    |   |         | 
|Land and mineral rights                                      |  |                          | 61,285  |  |                    |   | 63,026  | 
|Depreciable assets                                           |  |                          | 463,518 |  |                    |   | 454,351 | 
|                                                             |  |                          |         |  |                    |   |         | 
|                                                             |  |                          | 524,803 |  |                    |   | 517,377 | 
|Less: accumulated depreciation and depletion                 |  |                          | 265,764 |  |                    |   | 256,889 | 
|                                                             |  |                          |         |  |                    |   |         | 
|                                                             |  |                          | 259,039 |  |                    |   | 260,488 | 
|                                                             |  |                          |         |  |                    |   |         | 
|Goodwill                                                     |  |                          | 71,706  |  |                    |   | 70,909  | 
|Intangible assets, net                                       |  |                          | 40,475  |  |                    |   | 42,590  | 
|Investment in and advances to affiliates and joint
ventures  |  |                          | 22,402  |  |                    |   | 19,056  | 
|Available-for-sale securities                                |  |                          | 10,253  |  |                    |   | 14,168  | 
|Deferred income taxes                                        |  |                          | 5,194   |  |                    |   | 7,570   | 
|Other assets                                                 |  |                          | 23,499  |  |                    |   | 22,748  | 
|                                                             |  |                          |         |  |                    |   |         | 
|Total noncurrent assets                                      |  |                          | 432,568 |  |                    |   | 437,529 | 
|                                                             |  |                          |         |  |                    |   |         | 
|Total Assets                                                 |  | $                        | 800,564 |  |                    | $ | 799,093 | 
|                                                             |  |                          |         |  |                    |   |         | 
|                                                             |  |                          |         |  |                    |   |         | 

Continued



3



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AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                           |  |                           |         |   |                    |   |         |  
|------------------------------------------ |  | ------------------------- | ------- | - | ------------------ | - | ------- | -
|LIABILITIES AND
SHAREHOLDERS EQUITY       |  | March 31, 2011(unaudited) |         |   | December 31,2010 * |  
|Current liabilities:                       |  |                           |         |   |                    |   |         |  
|Accounts payable                           |  | $                         | 56,805  |   |                    | $ | 53,167  |  
|Accrued liabilities                        |  |                           | 59,753  |   |                    |   | 59,308  |  
|                                           |  |                           |         |   |                    |   |         |  
|Total current liabilities                  |  |                           | 116,558 |   |                    |   | 112,475 |  
|                                           |  |                           |         |   |                    |   |         |  
|                                           |  |                          
|Noncurrent liabilities:                    |  |                           |         |   |                    |   |         |  
|Long-term debt                             |  |                           | 232,386 |   |                    |   | 236,171 |  
|Pension liabilities                        |  |                           | 21,288  |   |                    |   | 21,338  |  
|Deferred compensation                      |  |                           | 9,822   |   |                    |   | 8,686   |  
|Other long-term liabilities                |  |                           | 16,980  |   |                    |   | 19,987  |  
|                                           |  |                           |         |   |                    |   |         |  
|Total noncurrent liabilities               |  |                           | 280,476 |   |                    |   | 286,182 |  
|                                           |  |                           |         |   |                    |   |         |  
|                                           |  |                          
|Shareholders Equity:                      |  |                           |         |   |                    |   |         |  
|Common stock                               |  |                           | 320     |   |                    |   | 320     |  
|Additional paid in capital                 |  |                           | 91,283  |   |                    |   | 95,074  |  
|Retained earnings                          |  |                           | 289,766 |   |                    |   | 283,189 |  
|Accumulated other comprehensive income     |  |                           | 28,471  |   |                    |   | 28,936  |  
|                                           |  |                           |         |   |                    |   |         |  
|                                           |  |                           | 409,840 |   |                    |   | 407,519 |  
|Treasury stock                             |  |                           | (6,414  | ) |                    |   | (8,945  | )
|                                           |  |                           |         |   |                    |   |         |  
|Total AMCOL shareholders equity           |  |                           | 403,426 |   |                    |   | 398,574 |  
|                                           |  |                           |         |   |                    |   |         |  
|Noncontrolling interest                    |  |                           | 104     |   |                    |   | 1,862   |  
|                                           |  |                           |         |   |                    |   |         |  
|Total equity                               |  |                           | 403,530 |   |                    |   | 400,436 |  
|                                           |  |                           |         |   |                    |   |         |  
|Total Liabilities and Shareholders Equity |  | $                         | 800,564 |   |                    | $ | 799,093 |  
|                                           |  |                           |         |   |                    |   |         |  
|                                           |  |                           |         |   |                    |   |         |  

*Condensed from
audited financial statements.

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



4



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)



|                                                                               |      |                              |         |      |  |   |         |  
|------------------------------------------------------------------------------ | ---- | ---------------------------- | ------- | ---- |  | - | ------- | -
|                                                                               |      | Three Months EndedMarch 
31, |        
|                                                                               | 2011 |                              |         | 2010 | 
|Net sales                                                                      |      | $                            | 222,415 |      |  | $ | 174,951 |  
|Cost of sales                                                                  |      |                              | 164,295 |      |  |   | 130,404 |  
|                                                                               |      |                              |         |      |  |   |         |  
|Gross profit                                                                   |      |                              | 58,120  |      |  |   | 44,547  |  
|General, selling and administrative expenses                                   |      |                              | 39,550  |      |  |   | 33,787  |  
|                                                                               |      |                              |         |      |  |   |         |  
|Operating profit                                                               |      |                              | 18,570  |      |  |   | 10,760  |  
|                                                                               |      |                              |         |      |  |   |         |  
|Other income (expense):                                                        |      |                              |         |      |  |   |         |  
|Interest expense, net                                                          |      |                              | (2,682  | )    |  |   | (2,216  | )
|Other, net                                                                     |      |                              | (376    | )    |  |   | (447    | )
|                                                                               |      |                              |         |      |  |   |         |  
|                                                                               |      |                              | (3,058  | )    |  |   | (2,663  | )
|                                                                               |      |                              |         |      |  |   |         |  
|Income before income taxes and income (loss) fromaffiliates and joint
ventures |      |                              | 15,512  |      |  |   | 8,097   |  
|Income tax expense                                                             |      |                              | 4,365   |      |  |   | 2,182   |  
|                                                                               |      |                              |         |      |  |   |         |  
|Income before income (loss) from affiliates andjoint
ventures                  |      |                              | 11,147  |      |  |   | 5,915   |  
|Income (loss) from affiliates and joint ventures                               |      |                              | 1,089   |      |  |   | (91     | )
|                                                                               |      |                              |         |      |  |   |         |  
|Net income (loss)                                                              |      |                              | 12,236  |      |  |   | 5,824   |  
|                                                                               |      |                              |         |      |  |   |         |  
|                                                                               |      |                             
|Net income (loss) attributable to noncontrolling
interests                     |      |                              | 1       |      |  |   | (304    | )
|                                                                               |      |                              |         |      |  |   |         |  
|Net income (loss) attributable to AMCOL shareholders                           |      | $                            | 12,235  |      |  | $ | 6,128   |  
|                                                                               |      |                              |         |      |  |   |         |  
|                                                                               |      |                             
|Weighted average common shares outstanding                                     |      |                              | 31,515  |      |  |   | 31,041  |  
|                                                                               |      |                             
|Weighted average common and common equivalent shares
outstanding               |      |                              | 31,992  |      |  |   | 31,419  |  
|                                                                               |      |                             
|Basic earnings per share attributable to AMCOL
shareholders                    |      | $                            | 0.39    |      |  | $ | 0.20    |  
|                                                                               |      |                             
|Diluted earnings per share attributable to AMCOL
shareholders                  |      | $                            | 0.38    |      |  | $ | 0.20    |  
|                                                                               |      |                             
|Dividends declared per
share                                                   |      | $                            | 0.18    |      |  | $ | 0.18    |  

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



5



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)



|                                                                    |  |                             |        |   |                             |   |        |                             |  |   |        |   |  |      |        |   |      |   |     |   |  |   |      |  
|------------------------------------------------------------------- |  | --------------------------- | ------ | - | --------------------------- | - | ------ | --------------------------- |  | - | ------ | - |  | ---- | ------ | - | ---- | - | --- | - |  | - | ---- | -
|                                                                    |  | Total                       |        |   | AMCOL
Shareholders          |   |        | Noncontrolling Interest     | 
|                                                                    |  | Three Months EndedMarch 31, |        |   | Three Months EndedMarch 31, |   |        | Three Months EndedMarch 31, | 
|                                                                    |  | 2011                        |        |   | 2010                        |   |        | 2011                        |  |   | 2010   |   |  | 2011 |        |   | 2010 |  
|Net income (loss)                                                   |  | $                           | 12,236 |   |                             | $ | 5,824  |                             |  | $ | 12,235 |   |  | $    | 6,128  |   |      | $ | 1   |   |  | $ | (304 | )
|Other comprehensive income (loss):                                  |  |                             |        |   |                             |   |        |                             |  |   |        |   |  |      |        |   |      |   |     |   |  |   |      |  
|Foreign currency translation adjustment                             |  |                             | 1,913  |   |                             |   | (1,338 | )                           |  |   | 1,945  |   |  |      | (1,330 | ) |      |   | (32 | ) |  |   | (8   | )
|Unrealized gain (loss) on available-for-sale securities, net of
tax |  |                             | (2,892 | ) |                             |   | (1,986 | )                           |  |   | (2,892 | ) |  |      | (1,986 | ) |      |   | -   |   |  |   | -    |  
|Unrealized gain (loss) on interest rate swap agreements, net of
tax |  |                             | 457    |   |                             |   | (586   | )                           |  |   | 457    |   |  |      | (586   | ) |      |   | -   |   |  |   | -    |  
|Pension adjustment, net of tax                                      |  |                             | 25     |   |                             |   | 30     |                             |  |   | 25     |   |  |      | 30     |   |      |   | -   |   |  |   | -    |  
|                                                                    |  |                             |        |   |                             |   |        |                             |  |   |        |   |  |      |        |   |      |   |     |   |  |   |      |  
|Comprehensive income (loss)                                         |  | $                           | 11,739 |   |                             | $ | 1,944  |                             |  | $ | 11,770 |   |  | $    | 2,256  |   |      | $ | (31 | ) |  | $ | (312 | )
|                                                                    |  |                             |        |   |                             |   |        |                             |  |   |        |   |  |      |        |   |      |   |     |   |  |   |      |  
|                                                                    |  |                             |        |   |                             |   |        |                             |  |   |        |   |  |      |        |   |      |   |     |   |  |   |      |  

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



6



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(In thousands)



|                                                                             |  |                  |         |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------------------------------------ | - | ------- | ---------------------- |  | - | ------------- | - |  | -------------- | --- |  |  | - | ------- | - |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Total Equity     |         |   | AMCOL Shareholders                         |   |         | NoncontrollingInterest | 
|                                                                             |  | RetainedEarnings |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |         | CommonStock            |  |   | TreasuryStock |   |  | Paid-inCapital |     | 
|Balance at December 31, 2009                                                 |  | $                | 379,772 |   |                                            | $ | 275,200 |                        |  | $ | 32,174        |   |  | $              | 320 |  |  | $ | (14,377 | ) |  | $ | 84,830 |   |  | $ | 1,625  |  
|Net income (loss)                                                            |  |                  | 5,824   |   |                                            |   | 6,128   |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   | (304   | )
|Cash dividends                                                               |  |                  | (5,566  | ) |                                            |   | (5,566  | )                      |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|Issuance of treasury shares pursuant to employee stock compensation
plans    |  |                  | 2,419   |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   | 1,922   |   |  |   | 497    |   |  |   |        |  
|Tax benefit from employee stock compensation plans                           |  |                  | 25      |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   | 25     |   |  |   |        |  
|Vesting of common stock in connection with employee stock compensation
plans |  |                  | 781     |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   | 781    |   |  |   |        |  
|Other comprehensive income (loss)                                            |  |                  | (3,880  | ) |                                            |   |         |                        |  |   | (3,872        | ) |  |                |     |  |  |   |         |   |  |   |        |   |  |   | (8     | )
|                                                                             |  |                  |         |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|Balance at March 31, 2010                                                    |  |                  | 379,375 |   |                                            |   | 275,762 |                        |  |   | 28,302        |   |  |                | 320 |  |  |   | (12,455 | ) |  |   | 86,133 |   |  |   | 1,313  |  
|                                                                             |  |                  |         |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|                                                                             |  |                  |         |   |                                            |   |        
|Balance at December 31, 2010                                                 |  | $                | 400,436 |   |                                            | $ | 283,189 |                        |  | $ | 28,936        |   |  | $              | 320 |  |  | $ | (8,945  | ) |  | $ | 95,074 |   |  | $ | 1,862  |  
|Net income (loss)                                                            |  |                  | 12,236  |   |                                            |   | 12,235  |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   | 1      |  
|Cash dividends                                                               |  |                  | (5,658  | ) |                                            |   | (5,658  | )                      |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|Issuance of treasury shares pursuant to employee stock compensation
plans    |  |                  | 2,711   |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   | 2,531   |   |  |   | 180    |   |  |   |        |  
|Tax benefit from employee stock compensation plans                           |  |                  | 181     |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   | 181    |   |  |   |        |  
|Vesting of common stock in connection with employee stock compensation
plans |  |                  | 1,040   |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   | 1,040  |   |  |   |        |  
|Purchase of noncontrolling interest                                          |  |                  | (5,666  | ) |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   | (5,192 | ) |  |   | (474   | )
|Deconsolidation of variable interest entity                                  |  |                  | (1,253  | ) |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   | (1,253 | )
|Other comprehensive income (loss)                                            |  |                  | (497    | ) |                                            |   |         |                        |  |   | (465          | ) |  |                |     |  |  |   |         |   |  |   |        |   |  |   | (32    | )
|                                                                             |  |                  |         |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  
|Balance at March 31, 2011                                                    |  |                  | 403,530 |   |                                            |   | 289,766 |                        |  |   | 28,471        |   |  |                | 320 |  |  |   | (6,414  | ) |  |   | 91,283 |   |  |   | 104    |  
|                                                                             |  |                  |         |   |                                            |   |         |                        |  |   |               |   |  |                |     |  |  |   |         |   |  |   |        |   |  |   |        |  

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



7



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



|                                                                                                        |  |                              |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                        |  | Three Months EndedMarch 
31, |        
|                                                                                                        |  | 2011                         |         |   | 2010 |  
|Cash flow from operating activities:                                                                    |  |                              |         |   |      |   |         |  
|Net income                                                                                              |  | $                            | 12,236  |   |      | $ | 5,824   |  
|Adjustments to reconcile from net income (loss) to net cash provided by
(used in) operating activities: |  |                              |         |   |      |   |         |  
|Depreciation, depletion, and amortization                                                               |  |                              | 9,406   |   |      |   | 8,552   |  
|Other non-cash charges                                                                                  |  |                              | 1,910   |   |      |   | 2,008   |  
|Changes in assets and liabilities, net of effects of
acquisitions:                                      |  |                              |         |   |      |   |         |  
|Decrease (increase) in current assets                                                                   |  |                              | (18,326 | ) |      |   | (4,185  | )
|Decrease (increase) in noncurrent assets                                                                |  |                              | (728    | ) |      |   | (1,193  | )
|Increase (decrease) in current liabilities                                                              |  |                              | 5,195   |   |      |   | (1,674  | )
|Increase (decrease) in noncurrent liabilities                                                           |  |                              | 595     |   |      |   | (771    | )
|                                                                                                        |  |                              |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                                     |  |                              | 10,288  |   |      |   | 8,561   |  
|                                                                                                        |  |                              |         |   |      |   |         |  
|Cash flow from investing activities:                                                                    |  |                              |         |   |      |   |         |  
|Capital expenditures                                                                                    |  |                              | (10,418 | ) |      |   | (16,077 | )
|Other                                                                                                   |  |                              | 145     |   |      |   | 159     |  
|                                                                                                        |  |                              |         |   |      |   |         |  
|Net cash (used in) investing activities                                                                 |  |                              | (10,273 | ) |      |   | (15,918 | )
|                                                                                                        |  |                              |         |   |      |   |         |  
|Cash flow from financing activities:                                                                    |  |                              |         |   |      |   |         |  
|Net change in outstanding debt                                                                          |  |                              | (3,563  | ) |      |   | 6,882   |  
|Proceeds from sales of treasury stock                                                                   |  |                              | 2,747   |   |      |   | 1,995   |  
|Dividends                                                                                               |  |                              | (5,658  | ) |      |   | (5,566  | )
|Excess tax benefits from stock-based compensation                                                       |  |                              | 201     |   |      |   | 22      |  
|                                                                                                        |  |                              |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                                     |  |                              | (6,273  | ) |      |   | 3,333   |  
|                                                                                                        |  |                              |         |   |      |   |         |  
|Effect of foreign currency rate changes on cash                                                         |  |                              | 176     |   |      |   | (258    | )
|                                                                                                        |  |                              |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                                    |  |                              | (6,082  | ) |      |   | (4,282  | )
|                                                                                                        |  |                              |         |   |      |   |         |  
|Cash and cash equivalents at beginning of period                                                        |  |                              | 27,262  |   |      |   | 27,669  |  
|                                                                                                        |  |                              |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                              |  | $                            | 21,180  |   |      | $ | 23,387  |  
|                                                                                                        |  |                              |         |   |      |   |         |  

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



8



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)



|Note 1: | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

Company Operations

We, AMCOL International Corporation (the
Company), are a global company focused on long term profitability growth through the development and application of minerals and technology products and services to various industrial and consumer markets. We operate in five segments:
minerals and materials, environmental, oilfield services, transportation and corporate. Our minerals and materials segment mines, processes and distributes minerals and products with similar applications for use in various industrial and consumer
markets, including metalcasting, pet care, laundry care, and drilling industries. Aditionally, this segment develops and manufactures synthetic materials principally for personal care applications. Our environmental segment manufactures and
distributes products and provides related services for use as moisture and vapor barriers in commercial construction, landfills and a variety of other industrial and commercial applications. Our oilfield services segment provides both onshore and
offshore water treatment filtration, well testing, pipeline separation, nitrogen, coil tubing and other services to the oil and natural gas industry. Our transportation segment includes both a long-haul trucking business and a freight brokerage
business for our domestic subsidiaries as well as third parties. Our corporate segment includes the elimination of intersegment sales as well as certain expenses associated with research and development, management, employee benefits and information
technology activities for our Company. Approximately 82% and 100% of the revenue elimination in the three months ended March 31, 2011 and 2010, respectively represents elimination of shipping revenues between our transportation segment and its
domestic sister companies. The composition of our revenues by segment is as follows:



|                       |      |                              |      |      |  |  |      | 
|---------------------- | ---- | ---------------------------- | ---- | ---- |  |  | ---- | 
|                       |      | Three Months EndedMarch 
31, |     
|                       | 2011 |                              |      | 2010 | 
|Minerals and materials |      |                              | 53%  |      |  |  | 56%  | 
|Environmental          |      |                              | 25%  |      |  |  | 22%  | 
|Oilfield services      |      |                              | 20%  |      |  |  | 17%  | 
|Transportation         |      |                              | 6%   |      |  |  | 7%   | 
|Intersegment sales     |      |                              | -4%  |      |  |  | -2%  | 
|                       |      |                              |      |      |  |  |      | 
|                       |      |                              | 100% |      |  |  | 100% | 
|                       |      |                              |      |      |  |  |      | 
|                       |      |                              |      |      |  |  |      | 

Further discussion of segment information is included in Note 4, Business Segment Information.

Basis of Presentation

The financial information included herein has been prepared by management, and other than the condensed consolidated balance sheet as of
December 31, 2010, is unaudited. The condensed consolidated balance sheet as of December 31, 2010 has been derived from, but does not include all of the disclosures contained in, the audited consolidated financial statements for the year
ended December 31, 2010. The information furnished herein includes all adjustments that are, in our opinion, necessary for a fair presentation of our results of operations and cash flows for the interim periods ended March 31,



9



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)



2011 and 2010, and our financial position as of March 31, 2011, and all such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial information
should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Certain items in the prior years condensed consolidated financial statements contained herein and notes thereto have been
reclassified to conform to the condensed consolidated financial statement presentation for the three months ended March 31, 2011. These reclassifications did not have a material impact on our financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(US GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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.

The results of operations
for interim periods are not necessarily indicative of the results to be expected for the full year for a variety of reasons, including the seasonality of both our environmental segment, which varies due to the seasonal nature of the construction
industry, and our oilfield services segment, which varies due to seasonal weather patterns in its various markets.



|Note 2: | EARNINGS PER SHARE
|------- | ------------------

The
table below provides further share information used in computing our earnings per share for the periods presented herein. Basic earnings per share was computed by dividing net income attributable to AMCOL shareholders by the weighted average number
of common shares outstanding during each period. Diluted earnings per share was computed by dividing net income attributable to AMCOL shareholders by the weighted average common shares outstanding after consideration of the dilutive effect of
stock based compensation outstanding during each period.



|                                                                                                            |  |                             |            |  |      |  |            | 
|----------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- |  | ---- |  | ---------- | 
|                                                                                                            |  | Three Months EndedMarch 31, |           
|                                                                                                            |  | 2011                        |            |  | 2010 | 
|Weighted average number of common shares
outstanding                                                        |  |                             | 31,515,395 |  |      |  | 31,041,398 | 
|Dilutive impact of stock based
compensation                                                                 |  |                             | 476,464    |  |      |  | 377,284    | 
|                                                                                                            |  |                             |            |  |      |  |            | 
|Weighted average number of common and
common equivalent shares outstanding for the period                   |  |                             | 31,991,859 |  |      |  | 31,418,682 | 
|                                                                                                            |  |                             |            |  |      |  |            | 
|Number of common shares outstanding at
the end of the period                                                |  |                             | 31,466,023 |  |      |  | 30,939,931 | 
|                                                                                                            |  |                             |            |  |      |  |            | 
|Weighted average number of anti-dilutive
shares excluded from the computation of diluted earnings per share |  |                             | 122,822    |  |      |  | 497,764    | 
|                                                                                                            |  |                             |            |  |      |  |            | 



10



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)





|Note 3: | ADDITIONAL BALANCE SHEET INFORMATION
|------- | ------------------------------------

Our inventories at March 31, 2011 and December 31, 2010 are comprised of the following components:



|                                                        |  |               |         |  |                  |   |         | 
|------------------------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | 
|                                                        |  | March 31,2011 |         |  | December 31,2010 |  
|Crude stockpile
inventories                             |  | $             | 37,971  |  |                  | $ | 35,308  | 
|In-process and finished goods
inventories               |  |               | 49,437  |  |                  |   | 47,510  | 
|Other raw material, container, and
supplies inventories |  |               | 22,751  |  |                  |   | 24,697  | 
|                                                        |  |               |         |  |                  |   |         | 
|                                                        |  | $             | 110,159 |  |                  | $ | 107,515 | 
|                                                        |  |               |         |  |                  |   |         | 

We mine various minerals using a surface mining process that requires the removal of overburden. In certain areas and under various
governmental regulations, we are obligated to restore the land comprising each mining site to its original condition at the completion of the mining activity. We include an estimate of this reclamation liability in our Condensed Consolidated Balance
Sheets; it is adjusted to reflect the passage of time and changes in estimated future cash outflows. A reconciliation of the activity within our reclamation liability is as follows:



|                                           |  |                              |       |   |      |   |       |  
|------------------------------------------ |  | ---------------------------- | ----- | - | ---- | - | ----- | -
|                                           |  | Three Months EndedMarch 
31, |      
|                                           |  | 2011                         |       |   | 2010 |  
|Balance at beginning of
period             |  | $                            | 7,529 |   |      | $ | 6,584 |  
|Settlement of obligations                  |  |                              | (489  | ) |      |   | (303  | )
|Liabilities incurred and accretion
expense |  |                              | 963   |   |      |   | 407   |  
|Foreign currency                           |  |                              | (30   | ) |      |   | -     |  
|                                           |  |                              |       |   |      |   |       |  
|Balance at end of period                   |  | $                            | 7,973 |   |      | $ | 6,688 |  
|                                           |  |                              |       |   |      |   |       |  

We own shares of Ashapura Minechem Limited (Ashapura), a public company traded on the Bombay Stock Exchange Limited. We
include this investment at its fair value within our Condensed Consolidated Balance Sheets with the unrealized gains or losses, resulting from fluctuations in its fair value, as a component of accumulated other comprehensive income within equity.
The following table sets forth the gains recorded in accumulated comprehensive income (loss) within equity in Condensed Consolidated Balance Sheet:



|                                                                     |  |               |       |  |                  |   |        | 
|-------------------------------------------------------------------- |  | ------------- | ----- |  | ---------------- | - | ------ | 
|                                                                     |  | March 31,2011 |       |  | December 31,2010 |  
|Unrealized gain on avaliable-for-sale
securities                     |  | $             | 8,955 |  |                  | $ | 12,869 | 
|Tax expense                                                          |  |               | -     |  |                  |   | 1,022  | 
|                                                                     |  |               |       |  |                  |   |        | 
|Unrealized gain on avaliable-for-sale
securities, net of tax expense |  | $             | 8,955 |  |                  | $ | 11,847 | 
|                                                                     |  |               |       |  |                  |   |        | 



11



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)





|Note 4: | BUSINESS SEGMENT INFORMATION
|------- | ----------------------------

As previously mentioned, we operate in five segments. Our segments are fairly diverse with respect to the products and services they offer as well as the customers they serve. Accordingly, we organize our
segments based on the products provided and industries they serve. We measure segment performance based on operating profit, which is defined as net 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 several items, such as net interest expense or income taxes. Segment assets are those assets used in the operations of that segment. Corporate assets include
cash and cash equivalents, corporate leasehold improvements, assets associated with certain employee benefit plans, and other miscellaneous equipment.

The following summaries set forth certain financial information by segment:



|                         |  |                              |         |   |                     |   |         |  
|------------------------ |  | ---------------------------- | ------- | - | ------------------- | - | ------- | -
|                         |  | Three Months Ended March 31, |        
|                         |  | 2011                         |         |   | 2010                |  
|Net sales:               |  |                              |         |   |                     |   |         |  
|Minerals and materials   |  | $                            | 116,880 |   |                     | $ | 97,688  |  
|Environmental            |  |                              | 55,333  |   |                     |   | 38,175  |  
|Oilfield services        |  |                              | 44,744  |   |                     |   | 30,204  |  
|Transportation           |  |                              | 12,674  |   |                     |   | 12,120  |  
|Intersegment sales       |  |                              | (7,216  | ) |                     |   | (3,236  | )
|                         |  |                              |         |   |                     |   |         |  
|Total                    |  | $                            | 222,415 |   |                     | $ | 174,951 |  
|                         |  |                              |         |   |                     |   |         |  
|                         |  |                             
|Operating profit (loss): |  |                              |         |   |                     |   |         |  
|Minerals and materials   |  | $                            | 16,171  |   |                     | $ | 14,306  |  
|Environmental            |  |                              | 2,283   |   |                     |   | (217    | )
|Oilfield services        |  |                              | 4,872   |   |                     |   | 1,228   |  
|Transportation           |  |                              | 465     |   |                     |   | 511     |  
|Corporate                |  |                              | (5,221  | ) |                     |   | (5,068  | )
|                         |  |                              |         |   |                     |   |         |  
|Total                    |  | $                            | 18,570  |   |                     | $ | 10,760  |  
|                         |  |                              |         |   |                     |   |         |  
|                         |  |                             
|                         |  | As of Mar. 31, 2011          |         |   | As of Dec. 31, 2010 |  
|Assets:                  |  |                              |         |   |                     |   |         |  
|Minerals and materials   |  | $                            | 396,039 |   |                     | $ | 402,640 |  
|Environmental            |  |                              | 162,943 |   |                     |   | 160,053 |  
|Oilfield services        |  |                              | 180,599 |   |                     |   | 173,239 |  
|Transportation           |  |                              | 4,655   |   |                     |   | 4,071   |  
|Corporate                |  |                              | 56,328  |   |                     |   | 59,090  |  
|                         |  |                              |         |   |                     |   |         |  
|Total                    |  | $                            | 800,564 |   |                     | $ | 799,093 |  
|                         |  |                              |         |   |                     |   |         |  
|                         |  |                              |         |   |                     |   |         |  





12



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)





|                                           |  |                              |        |   |      |   |        | 
|------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | 
|                                           |  | Three Months EndedMarch 
31, |       
|                                           |  | 2011                         |        |   | 2010 |  
|Depreciation, depletion and amortization:  |  |                              |        |   |      |   |        | 
|Minerals and materials                     |  | $                            | 4,543  |   |      | $ | 3,796  | 
|Environmental                              |  |                              | 1,285  |   |      |   | 1,384  | 
|Oilfield services                          |  |                              | 3,002  |   |      |   | 2,924  | 
|Transportation                             |  |                              | 15     |   |      |   | 8      | 
|Corporate                                  |  |                              | 561    |   |      |   | 440    | 
|                                           |  |                              |        |   |      |   |        | 
|Total                                      |  | $                            | 9,406  |   |      | $ | 8,552  | 
|                                           |  |                              |        |   |      |   |        | 
|                                           |  |                             
|Capital expenditures:                      |  |                              |        |   |      |   |        | 
|Minerals and materials                     |  | $                            | 2,784  |   |      | $ | 13,001 | 
|Environmental                              |  |                              | 715    |   |      |   | 453    | 
|Oilfield services                          |  |                              | 6,432  |   |      |   | 2,502  | 
|Transportation                             |  |                              | -      |   |      |   | 37     | 
|Corporate                                  |  |                              | 487    |   |      |   | 84     | 
|                                           |  |                              |        |   |      |   |        | 
|Total                                      |  | $                            | 10,418 |   |      | $ | 16,077 | 
|                                           |  |                              |        |   |      |   |        | 
|                                           |  |                             
|Research and development (income) expense: |  |                              |        |   |      |   |        | 
|Minerals and materials                     |  | $                            | 1,612  |   |      | $ | 1,323  | 
|Environmental                              |  |                              | 488    |   |      |   | 646    | 
|Oilfield services                          |  |                              | 59     |   |      |   | 159    | 
|Corporate                                  |  |                              | (186   | ) |      |   | 81     | 
|                                           |  |                              |        |   |      |   |        | 
|Total                                      |  | $                            | 1,973  |   |      | $ | 2,209  | 
|                                           |  |                              |        |   |      |   |        | 
|                                           |  |                              |        |   |      |   |        | 



|Note 5: | EMPLOYEE BENEFIT PLANS
|------- | ----------------------

Our net periodic benefit cost for our defined benefit pension plan was as follows:



|                                   |  |                              |      |   |      |   |      |  
|---------------------------------- |  | ---------------------------- | ---- | - | ---- | - | ---- | -
|                                   |  | Three Months EndedMarch 
31, |     
|                                   |  | 2011                         |      |   | 2010 |  
|Service cost                       |  | $                            | 379  |   |      | $ | 350  |  
|Interest cost                      |  |                              | 652  |   |      |   | 623  |  
|Expected return on plan assets     |  |                              | (714 | ) |      |   | (654 | )
|Amortization of prior service cost |  |                              | 16   |   |      |   | 16   |  
|                                   |  |                              |      |   |      |   |      |  
|Net periodic benefit cost          |  | $                            | 333  |   |      | $ | 335  |  
|                                   |  |                              |      |   |      |   |      |  

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, we expect to contribute up to $1,500
to our pension plan in 2011, of which $500 was contributed in the three months ended March 31, 2011.



13



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)





|Note 6: | INCOME TAXES
|------- | ------------

Our
effective tax rate for the three months ended March 31, 2011 and 2010 was 28.1% and 26.9%, respectively. For both periods, the rate differs from the U.S. federal statutory rate of 35.0% largely due to depletion deductions, changes in tax
reserves, and differences in local tax rates on the income from our foreign subsidiaries.

In the normal course of business,
we are subject to examination by taxing authorities throughout the world. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2004. In general, the United States Internal Revenue Service
(IRS) has examined our federal income tax returns for all years through 2007.



|Note 7: | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|------- | ---------------------------------------------

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

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



|                                               |  |                        |                             |  |                   |   |  |         |  |   |  |        
|---------------------------------------------- |  | ---------------------- | --------------------------- |  | ----------------- | - |  | ------- |  | - |  | -------
|Liability
Derivatives                          |  | Balance Sheet Location |                             |  | Fair Value as of  |  
|                                               |  | March 31, 2011         |                             |  | December 31, 2010 |  
|Derivatives designated as hedging instruments: |  |                        |                             |  |                   |   |  |         |  |   |  |        
|Interest rate swaps                            |  |                        | Other long-term liabilities |  |                   | $ |  | (5,945) |  | $ |  | (6,666)

Cash flow hedges



|                                               |                              |                                                                                                     |     |      |  |   |  |      
|---------------------------------------------- | ---------------------------- | --------------------------------------------------------------------------------------------------- | --- | ---- |  | - |  | -----
|Derivatives
in Cash Flow Hedging Relationships |                              | Amount of Gain or (Loss) Recognizedin Other Comprehensive Income on
Derivatives
(Effective Portion) |    
|                                               | Three Months Ended March 31, |                                                                                                    
|                                               | 2011                         |                                                                                                     |     | 2010 | 
|Interest rate swaps, net of
tax                |                              | $                                                                                                   | 457 |      |  | $ |  | (586)



14



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)



We use interest rate swaps to manage floating interest rate
risk on debt securities. Interest rate differentials are paid or received on these arrangements over the life of the agreements. As of March 31, 2011 and 2010, we had an interest rate swap outstanding which effectively hedges the variable
interest rate on $30,000 of our senior notes to a fixed rate of 5.6% per annum. We also had other interest rate swaps outstanding which effectively hedge the variable interest rate on $33,000 of our borrowings as of March 31, 2011, and
$23,000 of our borrowings as of March 31, 2010, under our revolving credit agreement, to a fixed rate of 3.15% per annum and 3.36% per annum, respectively, plus credit spread.

Other

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

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



|                                                  |  |                                                                |                             |  |                                                              |      |  |         |  |   |   | 
|------------------------------------------------- |  | -------------------------------------------------------------- | --------------------------- |  | ------------------------------------------------------------ | ---- |  | ------- |  | - | - | 
|Derivatives Not Designated as Hedging
Instruments |  | Location of Gain or (Loss)
Recognized in
Income on
Derivatives |                             |  | Amount of Gain or
(Loss) Recognized in Income on Derivatives |     
|                                                  |  |                                                                | Three Months EndedMarch 31, | 
|                                                  |  |                                                                | 2011                        |  |                                                              | 2010 | 
|Foreign currency exchange
contracts               |  |                                                                | Other, net                  |  |                                                              | $    |  | (1,109) |  | $ | 1 | 

We did not have any significant foreign exchange derivative instruments outstanding as of March 31, 2011 or December 31, 2010.



|Note 8: | FAIR VALUE MEASUREMENTS
|------- | -----------------------

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Our calculation of the fair value of derivative instruments includes several assumptions. The fair value hierarchy prioritizes these input assumptions in the following three broad levels:

Level 1  Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities we have the ability
to access at the measurement date.



15



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)



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

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

The following tables
categorize our fair value instruments, measured on a recurring basis, according to the assumptions used to calculate those values:



|                                  |  |                                       |         |  |                                                              |   |        |                                               |  |   |                                           |  |  |   |   | 
|--------------------------------- |  | ------------------------------------- | ------- |  | ------------------------------------------------------------ | - | ------ | --------------------------------------------- |  | - | ----------------------------------------- |  |  | - | - | 
|                                  |  |                                       |         |  | Fair Value Measurements Using                                |  
|Description                       |  | Asset /(Liability)Balance at3/31/2011 |         |  | Quoted Prices inActive Marketsfor Identical
Assets
(Level 1) |   |        | Significant
Other
Observable
Inputs
(Level 2) |  |   | Significant
Unobservable
Inputs
(Level 3) | 
|                                  |  |                                       |         | 
|Interest rate swaps               |  | $                                     | (5,945) |  |                                                              | $ | -      |                                               |  | $ | (5,945)                                   |  |  | $ | - | 
|                                  |  |                                       |         | 
|Available-for-sale securities     |  |                                       | 10,253  |  |                                                              |   | 10,253 |                                               |  |   | -                                         |  |  |   | - | 
|                                  |  |                                       |         | 
|Deferred compensation plan assets |  |                                       | 8,868   |  |                                                              |   | -      |                                               |  |   | 8,868                                     |  |  |   | - | 
|                                  |  |                                       |         | 
|Supplementary pension plan
assets |  |                                       | 7,985   |  |                                                              |   | -      |                                               |  |   | 7,985                                     |  |  |   | - | 



|                                  |  |                                        |         |  |                                                               |   |        |                                               |  |   |                                           |  |  |   |   | 
|--------------------------------- |  | -------------------------------------- | ------- |  | ------------------------------------------------------------- | - | ------ | --------------------------------------------- |  | - | ----------------------------------------- |  |  | - | - | 
|                                  |  |                                        |         |  | Fair Value Measurements Using                                 |  
|Description                       |  | Asset /(Liability)Balance at12/31/2010 |         |  | Quoted Prices inActive Markets for Identical Assets
(Level 1) |   |        | Significant
Other
Observable
Inputs
(Level 2) |  |   | Significant
Unobservable
Inputs
(Level 3) | 
|                                  |  |                                        |         | 
|Interest rate swaps               |  | $                                      | (6,666) |  |                                                               | $ | -      |                                               |  | $ | (6,666)                                   |  |  | $ | - | 
|                                  |  |                                        |         | 
|Available-for-sale securities     |  |                                        | 14,168  |  |                                                               |   | 14,168 |                                               |  |   | -                                         |  |  |   | - | 
|                                  |  |                                        |         | 
|Deferred compensation plan assets |  |                                        | 8,358   |  |                                                               |   | -      |                                               |  |   | 8,358                                     |  |  |   | - | 
|                                  |  |                                        |         | 
|Supplementary pension plan
assets |  |                                        | 7,676   |  |                                                               |   | -      |                                               |  |   | 7,676                                     |  |  |   | - | 

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



16



---

AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)





|Note 9: | NONCONTROLLING INTEREST
|------- | -----------------------

In January 2011, we acquired the remaining noncontrolling interest of our chromite operations in South Africa in exchange for forgiveness
of certain loan balances and a stipulation to exchange certain materials. The following table sets forth the effects of this transaction on equity attributable to AMCOLs shareholders.



|                                                                                                                                 |  |                                  |        |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | -
|                                                                                                                                 |  | Three Months EndedMarch 
31,2011 |       
|Net income attributable to AMCOL
shareholders                                                                                    |  | $                                | 12,235 |  
|Transfers from noncontrolling
interest:                                                                                          |  |                                  |        |  
|Decrease in additional paid-in capital
for the purchase of the remaining noncontrolling interest in our South African operations |  |                                  | (5,192 | )
|                                                                                                                                 |  |                                  |        |  
|Change from net income attributable to
AMCOL shareholders and transfers from noncontrolling interest                             |  | $                                | 7,043  |  
|                                                                                                                                 |  |                                  |        |  
|                                                                                                                                 |  |                                  |        |  



|Note 10: | CONTINGENCIES
|-------- | -------------

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



17



---

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

Forward-Looking Statements

From time to time, certain statements we make, including statements in this Managements Discussion and Analysis of Financial
Condition and Results of Operations section, constitute forward-looking statements made in reliance upon the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to our Company or our operations that are preceded by terms such as expects, believes, anticipates, intends
and similar expressions, and statements relating to anticipated growth and levels of capital expenditures. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Our actual results, performance
or achievements could differ materially from the results, performance or achievements expressed in, or implied by, these forward-looking statements as a result of various factors, including without limitation the following: actual performance in our
various markets; conditions in the metalcasting and construction markets; oil and gas prices and conditions in those industries; operating costs; seasonality of our environmental and oilfield services segments; competition and regulation; currency
exchange rates and devaluations; delays in development, production and marketing of new products; integration of acquired businesses; conducting and expanding operations in international markets; and other factors set forth from time to time in our
reports filed with the Securities and Exchange Commission (SEC). We undertake no duty to update any forward looking statements to actual results or changes in our expectations.

Overview

We are a global company focused on long term
profitability growth through the development and application of minerals and technology products and services to various industrial and consumer markets. The majority of our revenue growth has been achieved by sustaining our products
technological advantages, developing new products and applying them in innovative ways, and bringing additional products and services to markets we already serve. We focus our research and development activities in areas where we can either leverage
our current customer relationships and mineral reserves or enhance existing or related products and services.

The principal
mineral that we utilize to generate revenue is bentonite. We own or lease bentonite reserves in the U.S., Australia, China and Turkey. Additionally, through our affiliates and joint ventures, we have access to bentonite reserves in Egypt, India,
Russia, Azerbaijan and Mexico. We also market and develop applications for other minerals, including chromite ore from our mine in South Africa.

Bentonite is surface mined when it is commercially feasible to have it shipped to a plant for further processing, including crushing, drying, milling, and packaging. Bentonite deposits have varying
physical properties which require us to identify which markets our reserves can serve. Nicknamed the mineral of a thousand uses, bentonite has several unique characteristics including its ability to bind, swell, adsorb, control rheology, soften
fabrics, and have its surface modified through chemical and physical reactions. Our research and development activities, including our understanding of bentonite properties, mining methods, processing and application to markets are core components
of our longevity and future prospects.



18



---

We operate in five segments: minerals and materials, environmental, oilfield services,
transportation and corporate. Both our minerals and materials and environmental segments operate manufacturing facilities in North America, Europe, and the Asia-Pacific region. Our minerals and materials segment also owns and operates a chromite
mine in South Africa. Our oilfield services segment principally operates in North Americas Gulf of Mexico and surrounding states and also has a growing presence in South America, Africa and Asia. Additionally, we have a transportation segment
that performs trucking services for our domestic minerals and materials and environmental businesses as well as third parties.

Our customers are engaged in various end-markets and geographic regions. Customers in the minerals and materials segment range from
foundries that produce castings for automotive, industrial, and transportation equipment, including heavy-duty trucks and railroad cars, to producers of consumer goods, including cat litter, cosmetics and laundry care. Customers in our environmental
segment include construction contractors, engineering contractors and government agencies. The oilfield services segments customer base is primarily comprised of oil and natural gas service or exploration companies. A significant portion of
our products have been used in the same applications for decades and have experienced minimal technological obsolescence. A majority of our sales are made pursuant to short-term agreements; therefore, terms of sale, such as pricing and volume, can
change within our fiscal year.

A majority of our revenues are generated in the Americas, principally North America.
Consequently, the state of the U.S. economy, and especially the metalcasting and industrial construction industries, impacts our revenues. Our fastest growing markets are in the Asia-Pacific and European regions.

Sustainable, long-term profit growth is our primary objective. We employ a number of strategic initiatives to achieve this goal:



| |  |  | Organic growth: The central component of our growth strategy is expansion of our product lines and market presence. We have a history of
commitment to research and development activities directed at bringing innovative products to market. We believe this approach to growth offers the best probability of achieving our long-term goals at the lowest risk.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Globalization: As we have done for decades, we continue to expand our manufacturing and marketing organizations into emerging geographic
markets. We see significant opportunities in the Asia-Pacific and Eastern European regions for expanding our revenues and earnings over the long-term as a number of markets we serve, such as metalcasting and lining technologies, are expected to grow
in these areas. We expect to take advantage of these growth areas, either through our wholly-owned subsidiaries or investments in affiliates and joint ventures.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



---

| |  |  | Mineral development:Bentonite is a component in a majority of the products we supply. Since it is a natural material, we must continually
expand our reserve base to maintain a long-term business. Our goal is to add new reserves to replace the bentonite mined each year. Furthermore, we need to assure that new reserves meet the physical property requirements for our diverse product
lines and are economical to mine. Our organization is committed to developing its global reserve base to meet these requirements.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions:We continually seek to acquire complementary businesses, as appropriate, when we believe those businesses are fairly valued and
fit into our growth strategy.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A number of risks will challenge us in meeting these long-term objectives,
and there can be no assurance that we will achieve success in implementing any one or more of them. We describe certain risks throughout this report as well as under Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative
Disclosure About Market Risk within our Annual Report on Form 10-K for the year ended December 31, 2010. In general, the significance of these risks has not materially changed since our Annual Report on Form 10-K for the period ended
December 31, 2010.

Critical Accounting Policies and Estimates

Managements Discussion and Analysis of our Financial Condition and Results of Operations describes relevant aspects of our
condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. We evaluate the accounting policies and estimates used to prepare the financial statements on an
ongoing basis. We consider the accounting policies used in preparing our financial statements to be critical accounting policies when they are both important to the portrayal of our financial condition and results of operations, and require us to
make estimates, complex judgments, and assumptions, including with respect to events which are inherently uncertain. As a result, actual results could differ from these estimates. For more information on our critical accounting policies, please read
our Annual Report on Form 10-K for the year ended December 31, 2010.

Analysis of Results of Operations

Following is a discussion and analysis that describes certain factors that have affected, and may continue to affect, our financial
position and operating results. This discussion should be read with the accompanying condensed consolidated financial statements.

The following consolidated income statement review and segment analysis discuss the results for the three months period ended March 31, 2011 and the comparable results in the prior year. In each
section, a discussion of our consolidated results is presented first, followed by more detailed discussion of performance within our segments.



20



---

Three months ended March 31, 2011 vs. March 31, 2010

Consolidated Income Statement Review

The table below compares our operating results for the quarters ended March 31, 2011 and 2010.



|                                                                                |      |                                                  | 000000000 |      |  |   | 000000000     |   |  |  | 000000000 | 
|------------------------------------------------------------------------------- | ---- | ------------------------------------------------ | --------- | ---- |  | - | ------------- | - |  |  | --------- | 
|Consolidated                                                                    |      | Three Months Ended March 31,                     |          
|                                                                                | 2011 |                                                  |           | 2010 |  |   | 2011 vs. 2010 |  
|                                                                                |      | (Dollars in Thousands, Except Per Share Amounts) |          
|Net sales                                                                       |      | $                                                | 222,415   |      |  | $ | 174,951       |   |  |  | 27.1%     | 
|Cost of sales                                                                   |      |                                                  | 164,295   |      |  |   | 130,404       |   |  |  |           | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|Gross profit                                                                    |      |                                                  | 58,120    |      |  |   | 44,547        |   |  |  | 30.5%     | 
|margin %                                                                        |      |                                                  | 26.1%     |      |  |   | 25.5%         |   |  |  |           | 
|General, selling and administrative expenses                                    |      |                                                  | 39,550    |      |  |   | 33,787        |   |  |  | 17.1%     | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|Operating profit                                                                |      |                                                  | 18,570    |      |  |   | 10,760        |   |  |  | 72.6%     | 
|margin %                                                                        |      |                                                  | 8.3%      |      |  |   | 6.2%          |   |  |  |           | 
|Other income (expense):                                                         |      |                                                  |           |      |  |   |               |   |  |  |           | 
|Interest expense, net                                                           |      |                                                  | (2,682    | )    |  |   | (2,216        | ) |  |  | 21.0%     | 
|Other, net                                                                      |      |                                                  | (376      | )    |  |   | (447          | ) |  |  | -15.9%    | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|                                                                                |      |                                                  | (3,058    | )    |  |   | (2,663        | ) |  |  |           | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|                                                                                |      |                                                  |          
|Income before income taxes and income (loss) from affiliates and joint
ventures |      |                                                  | 15,512    |      |  |   | 8,097         |   |  |  |           | 
|Income tax expense                                                              |      |                                                  | 4,365     |      |  |   | 2,182         |   |  |  | 100.0%    | 
|effective tax rate                                                              |      |                                                  | 28.1%     |      |  |   | 26.9%         |   |  |  |           | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|                                                                                |      |                                                  |          
|Income before income (loss) from affiliates and joint
ventures                  |      |                                                  | 11,147    |      |  |   | 5,915         |   |  |  |           | 
|Income (loss) from affiliates and joint ventures                                |      |                                                  | 1,089     |      |  |   | (91           | ) |  |  | -1296.7%  | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|                                                                                |      |                                                  |          
|Net income (loss)                                                               |      |                                                  | 12,236    |      |  |   | 5,824         |   |  |  |           | 
|                                                                                |      |                                                  |          
|Net income (loss) attributable to noncontrolling
interests                      |      |                                                  | 1         |      |  |   | (304          | ) |  |  | -100.3%   | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|Net income (loss) attributable to AMCOL shareholders                            |      | $                                                | 12,235    |      |  | $ | 6,128         |   |  |  | 99.7%     | 
|                                                                                |      |                                                  |           |      |  |   |               |   |  |  |           | 
|                                                                                |      |                                                  |          
|Basic earnings per share attributable to AMCOL
shareholders                     |      | $                                                | 0.39      |      |  | $ | 0.20          |   |  |  | 95.0%     | 
|                                                                                |      |                                                  |          
|Diluted earnings per share attributable
to AMCOL shareholders                   |      | $                                                | 0.38      |      |  | $ | 0.20          |   |  |  | 90.0%     | 



21



---

We measure sales fluctuations by the relevant components: organic, acquisitions, and foreign
currency translation. Fluctuation due to foreign currency translation is measured as the change in revenues resulting from differences in currency exchange rates between periods. Fluctuation due to acquisitions is measured as the changes in revenues
resulting from acquired businesses within the first year (twelve consecutive months) we own them. Any remaining fluctuation is due to organic components. The following table details the consolidated sales fluctuations by components over the prior
years comparable period:



|                                       |  |         | 0000000000 |  |              |  | 0000000000 |                     |  |  | 0000000000 |  |  |  | 0000000000 | 
|-------------------------------------- |  | ------- | ---------- |  | ------------ |  | ---------- | ------------------- |  |  | ---------- |  |  |  | ---------- | 
|                                       |  | Organic |            |  | Acquisitions |  |            | CurrencyTranslation |  |  | Total      | 
|Minerals and materials                 |  |         | 10.2%      |  |              |  | 0.0%       |                     |  |  | 0.8%       |  |  |  | 11.0%      | 
|Environmental                          |  |         | 8.9%       |  |              |  | 0.5%       |                     |  |  | 0.4%       |  |  |  | 9.8%       | 
|Oilfield services                      |  |         | 8.1%       |  |              |  | 0.0%       |                     |  |  | 0.2%       |  |  |  | 8.3%       | 
|Transportation & intersegment shipping |  |         | -2.0%      |  |              |  | 0.0%       |                     |  |  | 0.0%       |  |  |  | -2.0%      | 
|                                       |  |         |            |  |              |  |            |                     |  |  |            |  |  |  |            | 
|Total                                  |  |         | 25.2%      |  |              |  | 0.5%       |                     |  |  | 1.4%       |  |  |  | 27.1%      | 
|                                       |  |         |            |  |              |  |            |                     |  |  |            |  |  |  |            | 
|% of change                            |  |         | 93.2%      |  |              |  | 1.7%       |                     |  |  | 5.1%       |  |  |  | 100.0%     | 

The following table shows the distribution of sales across our three principal geographic regions (Americas; Europe, Middle East, and
Africa (EMEA); and Asia Pacific) and the comparable total from the prior years period:



|                                          |  |          | 0000000000 |  |      |  | 0000000000 |             |  |  | 0000000000 |  |  |  | 0000000000 | 
|----------------------------------------- |  | -------- | ---------- |  | ---- |  | ---------- | ----------- |  |  | ---------- |  |  |  | ---------- | 
|                                          |  | Americas |            |  | EMEA |  |            | AsiaPacific |  |  | Total      | 
|Minerals and materials                    |  |          | 29.9%      |  |      |  | 11.7%      |             |  |  | 10.8%      |  |  |  | 52.4%      | 
|Environmental                             |  |          | 12.4%      |  |      |  | 10.7%      |             |  |  | 1.4%       |  |  |  | 24.5%      | 
|Oilfield services                         |  |          | 18.4%      |  |      |  | 0.6%       |             |  |  | 1.0%       |  |  |  | 20.0%      | 
|Transportation & intersegment shipping    |  |          | 3.1%       |  |      |  | 0.0%       |             |  |  | 0.0%       |  |  |  | 3.1%       | 
|                                          |  |          |            |  |      |  |            |             |  |  |            |  |  |  |            | 
|Total - current years period             |  |          | 63.8%      |  |      |  | 23.0%      |             |  |  | 13.2%      |  |  |  | 100.0%     | 
|                                          |  |          |            |  |      |  |            |             |  |  |            |  |  |  |            | 
|Total from prior years comparable
period |  |          | 65.2%      |  |      |  | 19.6%      |             |  |  | 15.2%      |  |  |  | 100.0%     | 

Net sales:

Net sales
increased largely due to organic growth as acquisitions and foreign currency translation had minimal impacts. We experienced significant growth in our EMEA revenues due to our South African operations, which began late in the second quarter of 2010,
and growth in our European environmental business, which was significantly impacted by the recession that existed during the first quarter of 2010. On an absolute dollar basis, sales in the Asia Pacific region increased as our Asian minerals and
materials businesses, especially those serving the metalcasting markets, continue to benefit from economic growth in that region.

Gross
profit:

Overall gross profit increased due to the increase in sales mentioned above, and gross margins increased due to
increased profitability in our oilfield services segment as discussed later herein.



22



---

General, selling & administrative expenses (GS&A):

GS&A expenses increased overall due to increases in employee compensation and benefit costs, investments in information technology,
and expenses associated with realigning the cost structure within our environmental segment aimed at reducing expenses in this segment in the future.

Operating profit:

Operating profit increased due to the increase in gross
profit mentioned earlier, partially offset by the increase in GS&A expenses. Our overall operating margin increased significantly due to the recovery in our environmental segment and the increased performance of our oilfield services segment, as
discussed later herein.

Income from affiliates and joint ventures:

Our affiliates and joint ventures generated $1.1 million of income in the 2011 first quarter as compared to a loss of $0.1 million in the
prior years quarter. In the first quarter of 2010, our Russian and Belgian joint-ventures generated significant losses which were accompanied by less than expected results from our other joint-ventures given the global recession occurring
during that time period. In the first quarter of 2011, we did not record losses from our Russian or Belgian joint-ventures as these investments are now held at a nil costs basis in our balance sheet. In addition, our 50% owned Japanese and Indian
joint-ventures reported strong earnings in the 2011 quarter due to recovery in the economies in which they operate.

Diluted earnings per
share:

Diluted EPS increased commensurate with the increase in net income. The change in weighted average shares
outstanding did not have a material effect on diluted earnings per share.

Quarterly Review of Each Segments Results

Following is a review of operating results for each of our five reporting segments:

Minerals and Materials Segment



|                                            |      |                              | 00000000 |      |  |  | 00000000      |  |  |   | 00000000 |  |  |  | 00000000 |  |  |   | 00000000 |  |  |  | 00000000 | 
|------------------------------------------- | ---- | ---------------------------- | -------- | ---- |  |  | ------------- |  |  | - | -------- |  |  |  | -------- |  |  | - | -------- |  |  |  | -------- | 
|Minerals
and Materials                      |      | Three Months Ended March 31, |         
|                                            | 2011 |                              |          | 2010 |  |  | 2011 vs. 2010 | 
|                                            |      | (Dollars in Thousands)       |         
|Net sales                                   |      | $                            | 116,880  |      |  |  | 100.0%        |  |  | $ | 97,688   |  |  |  | 100.0%   |  |  | $ | 19,192   |  |  |  | 19.6%    | 
|Cost of sales                               |      |                              | 88,419   |      |  |  | 75.6%         |  |  |   | 73,478   |  |  |  | 75.2%    |  |  |   |          |  |  |  |          | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |  |  |  |          | 
|Gross profit                                |      |                              | 28,461   |      |  |  | 24.4%         |  |  |   | 24,210   |  |  |  | 24.8%    |  |  |   | 4,251    |  |  |  | 17.6%    | 
|General, selling andadministrative expenses |      |                              | 12,290   |      |  |  | 10.5%         |  |  |   | 9,904    |  |  |  | 10.1%    |  |  |   | 2,386    |  |  |  | 24.1%    | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |  |  |  |          | 
|Operating profit                            |      |                              | 16,171   |      |  |  | 13.9%         |  |  |   | 14,306   |  |  |  | 14.7%    |  |  |   | 1,865    |  |  |  | 13.0%    | 



23



---

|                                          |      |                               | 00000000 |      |  |   | 00000000 |  |  |  | 00000000 | 
|----------------------------------------- | ---- | ----------------------------- | -------- | ---- |  | - | -------- |  |  |  | -------- | 
|Minerals
and Materials Product Line Sales |      | Three Months Ended March 
31, |         
|                                          | 2011 |                               |          | 2010 |  |   | % change | 
|                                          |      | (Dollars in Thousands)        |         
|Metalcasting                              |      | $                             | 60,152   |      |  | $ | 44,340   |  |  |  | 35.7%    | 
|Specialty materials                       |      |                               | 26,021   |      |  |   | 25,808   |  |  |  | 0.8%     | 
|Pet products                              |      |                               | 15,071   |      |  |   | 16,438   |  |  |  | -8.3%    | 
|Basic minerals                            |      |                               | 11,542   |      |  |   | 9,346    |  |  |  | 23.5%    | 
|Other product lines                       |      |                               | 4,094    |      |  |   | 1,756    |  |  |  | 133.1%   | 
|                                          |      |                               |          |      |  |   |          |  |  |  |          | 
|Total                                     |      |                               | 116,880  |      |  |   | 97,688   |  |  |  | 19.6%    | 
|                                          |      |                               |          |      |  |   |          |  |  |  |          | 
|                                          |      |                               |          |      |  |   |          |  |  |  |          | 

Increased volumes in our domestic and Asian operations accounted for 59% of the increase in revenues over the prior year quarter. Growth
in our chromite operations, which began late in the second quarter of 2010, accounted for another 42% of the increase. Metalcasting sales increased domestically and in the Asia Pacific region in response to increased demand for castings for
automobiles and heavy equipment.

Our gross margins decreased in the current period due to the start up of our operations in
South Africa, which negatively affected our gross margins by approximately 150 basis points. Excluding these operations, our gross margins would have increased due to our domestic operations, which benefitted from increased selling prices and
increased volumes, including those in our personal care business.

GS&A expenses increased for numerous but individually
insignificant reasons, most notably due to increased employee compensation and related benefits expenses and increased information technology expenses. They also increased as a result of our ramping up our South African operations as compared to the
amount of expenses that existed in 2010. Operating profits increased due to the significant increase in gross profits mentioned previously.

Environmental Segment



|                                            |      |                              | 00000000 |      |  |  | 00000000      |  |  |   | 00000000 |   |  |  | 00000000 |  |  |   | 00000000 |  |  |  | 00000000 | 
|------------------------------------------- | ---- | ---------------------------- | -------- | ---- |  |  | ------------- |  |  | - | -------- | - |  |  | -------- |  |  | - | -------- |  |  |  | -------- | 
|Environmental                               |      | Three Months Ended March 31, |         
|                                            | 2011 |                              |          | 2010 |  |  | 2011 vs. 2010 | 
|                                            |      | (Dollars in Thousands)       |         
|Net sales                                   |      | $                            | 55,333   |      |  |  | 100.0%        |  |  | $ | 38,175   |   |  |  | 100.0%   |  |  | $ | 17,158   |  |  |  | 44.9%    | 
|Cost of sales                               |      |                              | 39,277   |      |  |  | 71.0%         |  |  |   | 27,179   |   |  |  | 71.2%    |  |  |   |          |  |  |  |          | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |   |  |  |          |  |  |   |          |  |  |  |          | 
|Gross profit                                |      |                              | 16,056   |      |  |  | 29.0%         |  |  |   | 10,996   |   |  |  | 28.8%    |  |  |   | 5,060    |  |  |  | 46.0%    | 
|General, selling andadministrative expenses |      |                              | 13,773   |      |  |  | 24.9%         |  |  |   | 11,213   |   |  |  | 29.4%    |  |  |   | 2,560    |  |  |  | 22.8%    | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |   |  |  |          |  |  |   |          |  |  |  |          | 
|Operating profit (loss)                     |      |                              | 2,283    |      |  |  | 4.1%          |  |  |   | (217     | ) |  |  | -0.6%    |  |  |   | 2,500    |  |  |  | *        | 
|* Not meaningful                            |      |                              |          |      |  |  |               |  |  |   |          |   |  |  |          |  |  |   |          |  |  |  |          | 



24



---

|                                  |      |                               | 00000000 |      |  |   | 00000000 |  |  |  | 00000000 | 
|--------------------------------- | ---- | ----------------------------- | -------- | ---- |  | - | -------- |  |  |  | -------- | 
|Environmental
 Product Line Sales |      | Three Months Ended March 
31, |         
|                                  | 2011 |                               |          | 2010 |  |   | % change | 
|                                  |      | (Dollars in Thousands)        |         
|Lining technologies               |      | $                             | 21,104   |      |  | $ | 16,565   |  |  |  | 27.4%    | 
|Building materials                |      |                               | 17,056   |      |  |   | 12,501   |  |  |  | 36.4%    | 
|Contracting services              |      |                               | 11,230   |      |  |   | 4,214    |  |  |  | 166.5%   | 
|Drilling products                 |      |                               | 5,943    |      |  |   | 4,895    |  |  |  | 21.4%    | 
|                                  |      |                               |          |      |  |   |          |  |  |  |          | 
|Total                             |      |                               | 55,333   |      |  |   | 38,175   |  |  |  | 44.9%    | 
|                                  |      |                               |          |      |  |   |          |  |  |  |          | 
|                                  |      |                               |          |      |  |   |          |  |  |  |          | 

Organic demand for our environmental products increased over the prior year, when the recession was more pronounced in the commercial
construction market, especially in our lining technologies and contracting services businesses. Our European contracting services business continues to grow in 2011 and experienced significant growth this quarter. These increased sales also led to
the increase in gross profits; however, the margins did not improve as much as expected given some raw material cost challenges in our Asian market. Overall operating profits followed the trends in gross profits, and operating margins benefitted
from increased leverage even considering our GS&A costs increased due partly to realigning our operations to reduce expenses in the future.

Oilfield Services Segment



|                                            |      |                              | 00000000 |      |  |  | 00000000      |  |  |   | 00000000 |  |  |  | 00000000 |  |  |   | 00000000 |  |  |  | 00000000 | 
|------------------------------------------- | ---- | ---------------------------- | -------- | ---- |  |  | ------------- |  |  | - | -------- |  |  |  | -------- |  |  | - | -------- |  |  |  | -------- | 
|Oilfield
Services                           |      | Three Months Ended March 31, |         
|                                            | 2011 |                              |          | 2010 |  |  | 2011 vs. 2010 | 
|                                            |      | (Dollars in Thousands)       |         
|Net sales                                   |      | $                            | 44,744   |      |  |  | 100.0%        |  |  | $ | 30,204   |  |  |  | 100.0%   |  |  | $ | 14,540   |  |  |  | 48.1%    | 
|Cost of sales                               |      |                              | 32,080   |      |  |  | 71.7%         |  |  |   | 22,190   |  |  |  | 73.5%    |  |  |   |          |  |  |  |          | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |  |  |  |          | 
|Gross profit                                |      |                              | 12,664   |      |  |  | 28.3%         |  |  |   | 8,014    |  |  |  | 26.5%    |  |  |   | 4,650    |  |  |  | 58.0%    | 
|General, selling andadministrative expenses |      |                              | 7,792    |      |  |  | 17.4%         |  |  |   | 6,786    |  |  |  | 22.5%    |  |  |   | 1,006    |  |  |  | 14.8%    | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |  |  |  |          | 
|Operating profit                            |      |                              | 4,872    |      |  |  | 10.9%         |  |  |   | 1,228    |  |  |  | 4.0%     |  |  |   | 3,644    |  |  |  | 296.7%   | 

The majority of the revenue increase over the first quarter of 2010 was due to greater demand for our domestic well testing and coiled
tubing services due to several large offshore jobs and growth in our onshore services in oil and gas bearing shale formations. These two businesses comprised 87% of the increase.

Gross profits increased due to the aforementioned increases in sales. Our coil tubing and well testing operations are also two of our
lower variable cost structured businesses, allowing their increased revenues to also increase overall gross margins.

GS&A
expenses increased due to increased compensation and personnel costs as well as costs in our international operations as we continue to develop those markets. The changes in operating profits and related margin followed from the changes in gross
profits and gross profit margin.



25



---

Transportation Segment



|                                            |      |                              | 00000000 |      |  |  | 00000000      |  |  |   | 00000000 |  |  |  | 00000000 |  |  |   | 00000000 |   |  |  | 00000000 | 
|------------------------------------------- | ---- | ---------------------------- | -------- | ---- |  |  | ------------- |  |  | - | -------- |  |  |  | -------- |  |  | - | -------- | - |  |  | -------- | 
|Transportation                              |      | Three Months Ended March 31, |         
|                                            | 2011 |                              |          | 2010 |  |  | 2011 vs. 2010 | 
|                                            |      | (Dollars in Thousands)       |         
|Net sales                                   |      | $                            | 12,674   |      |  |  | 100.0%        |  |  | $ | 12,120   |  |  |  | 100.0%   |  |  | $ | 554      |   |  |  | 4.6%     | 
|Cost of sales                               |      |                              | 11,271   |      |  |  | 88.9%         |  |  |   | 10,793   |  |  |  | 89.1%    |  |  |   |          |   |  |  |          | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |   |  |  |          | 
|Gross profit                                |      |                              | 1,403    |      |  |  | 11.1%         |  |  |   | 1,327    |  |  |  | 10.9%    |  |  |   | 76       |   |  |  | 5.7%     | 
|General, selling andadministrative expenses |      |                              | 938      |      |  |  | 7.4%          |  |  |   | 816      |  |  |  | 6.7%     |  |  |   | 122      |   |  |  | 15.0%    | 
|                                            |      |                              |          |      |  |  |               |  |  |   |          |  |  |  |          |  |  |   |          |   |  |  |          | 
|Operating profit                            |      |                              | 465      |      |  |  | 3.7%          |  |  |   | 511      |  |  |  | 4.2%     |  |  |   | (46      | ) |  |  | -9.0%    | 

Fuel surcharges comprised the increase in revenues. However, cost pressures within our logistics services, as opposed to our brokerage
services, have increased, leading to a decrease in operating profit.

Corporate Segment



|                                            |      |                               |         |      |  |   |               |  |  |  |         |  |  |  |       | 
|------------------------------------------- | ---- | ----------------------------- | ------- | ---- |  | - | ------------- |  |  |  | ------- |  |  |  | ----- | 
|Corporate                                   |      | Three Months Ended March 
31, |        
|                                            | 2011 |                               |         | 2010 |  |   | 2011 vs. 2010 | 
|                                            |      | (Dollars in Thousands)        |        
|Intersegment sales                          |      | $                             | (7,216) |      |  | $ | (3,236)       |  |  |  | (3,980) |  |  |  |       | 
|Intersegment cost of sales                  |      |                               | (6,752) |      |  |   | (3,236)       |  |  |  |         |  |  |  |       | 
|                                            |      |                               |         |      |  |   |               |  |  |  |         |  |  |  |       | 
|Gross profit (loss)                         |      |                               | (464)   |      |  |   | -             |  |  |  | (464)   |  |  |  |       | 
|General, sellingand administrative expenses |      |                               | 4,757   |      |  |   | 5,068         |  |  |  | (311)   |  |  |  | -6.1% | 
|                                            |      |                               |         |      |  |   |               |  |  |  |         |  |  |  |       | 
|Operating loss                              |      |                               | (5,221) |      |  |   | (5,068)       |  |  |  | (153)   |  |  |  | 3.0%  | 

Intersegment sales transactions are eliminated in our corporate segment. These are most notably sales between our transportation segment
and our minerals and materials and environmental segments as well as sales between our minerals and materials segment to our environmental and oilfield services segments.

Corporate GS&A expenses decreased due to decreased employee benefit expenses and reduced information technology expenses at our corporate office.

Balance Sheet Review

In the first three months of 2011, we have increased our overall investments in working capital, especially accounts receivable, in response to the growth in sales and overall activity that we have
experienced. We have also increased our investments in property, plant and equipment, most notably for a new chromite ore processing facility in South Africa. We have funded these investments mostly through increased cash utilization. Our other
current assets decreased as a $5.0 million loan receivable from our South African partner was exchanged as part of the consideration for our purchase of the noncontrolling interest in our South African operations.



26



---

Liquidity and Capital Resources

Cash flows from operations, an ability to issue new debt instruments, an ability to lease equipment, and borrowings from our revolving
credit facility have historically been our sources of funds to provide working capital, make capital expenditures, acquire businesses, repurchase common stock, and pay dividends to shareholders. We believe cash flows from operations and borrowings
from our unused and committed credit facility will be adequate to support our current business needs for the foreseeable future. Should the need arise or should we choose to, we may issue additional equity or debt instruments on a publicly traded
securities exchange via a shelf registration which became effective with the SEC in January 2010.

We may need additional debt
or equity facilities in order to pursue acquisitions, when and if these opportunities become available, and we may or may not be able to obtain such facilities on terms substantially similar to our current facilities as discussed in Item 1A
 Risk Factors of our Annual Report on Form 10-K filed for 2010. Terms of any new facilities, especially interest rates or covenants, may be significantly different from those we currently have.

Following is a discussion and analysis of our cash flow activities as presented in the Condensed Consolidated Statement of Cash Flows
presented within Part 1, Item 1 of this report.



|                                                    |      |                              |       |      |  |   |       |  
|--------------------------------------------------- | ---- | ---------------------------- | ----- | ---- |  | - | ----- | -
|Cash
Flows($ in millions)                           |      | Three Months EndedMarch 
31, |      
|                                                    | 2011 |                              |       | 2010 | 
|Net cash provided by operating activities           |      | $                            | 10.3  |      |  | $ | 8.6   |  
|Net cash used in investing activities               |      | $                            | (10.3 | )    |  | $ | (15.9 | )
|Net cash provided by (used in) financing
activities |      | $                            | (6.3  | )    |  | $ | 3.3   |  

Cash flows from operating activities increased in the current quarter due to the increase in net income offset by the increase in working
capital required to support our increased business levels. Historically, working capital levels increase in the early and middle parts of the year and then decrease later in the year in conjunction with the seasonality of our business; we do not see
a reason why this trend would not continue.

Excluding capital expenditures related to our chromite plant in South Africa, our
capital expenditures increased from $5.0 million in the first quarter of 2010 to $9.7 million in the first quarter of 2011. In 2011, our capital expenditures largely occurred in our oilfield services segment to fund anticipated revenue growth of our
coil tubing and well testing services, especially those provided in the oil and gas bearing shale regions. We would expect our capital expenditure levels in 2011 to exceed the levels experienced in recent years, which, if this were to occur, would
imply increased spending in the remaining quarters of 2011 as compared to both the prior year periods as well as the amount spent in the three months ended March 31, 2011.

Given the differences in the changes in working capital levels from December 31, 2009 to March 31, 2010, we required additional
debt to fund our operations in 2010 as opposed to paying down debt as we did in 2011. Greater utilization of our cash also aided our ability to pay down debt. Year-to-date dividends were $0.18 per share in both periods.



27



---

|                                  |               |       |       |                  |  |   |       | 
|--------------------------------- | ------------- | ----- | ----- | ---------------- |  | - | ----- | 
|Financial
Position($ in millions) |               | As at |      
|                                  | March 31,2011 |       |       | December 31,2010 | 
|Working capital                   |               | $     | 251.4 |                  |  | $ | 249.1 | 
|Goodwill & intangible assets      |               | $     | 112.2 |                  |  | $ | 113.5 | 
|Total assets                      |               | $     | 800.6 |                  |  | $ | 799.1 | 
|                                  |               |      
|Long-term debt                    |               | $     | 232.4 |                  |  | $ | 236.2 | 
|Other long-term obligations       |               | $     | 48.1  |                  |  | $ | 50.0  | 
|Total equity                      |               | $     | 403.5 |                  |  | $ | 400.4 | 

Working capital at March 31, 2011 increased minimally over the amount at December 31, 2010. Given the seasonality of our
environmental and oilfield services segments as well as the project nature of some of our services provided in the oilfield services segment, working capital needs are typically greater in the second and third quarters of the year.

Long-term debt decreased as we better utilized our cash on hand at December 31, 2010. This, combined with better working capital
management, allowed us to not only fund our capital expenditures but also pay down debt levels in the first quarter of 2011. Long-term debt relative to total capitalization did not change significantly as shown in the chart above. We have
approximately $131.8 million of borrowing capacity available from our revolving credit facility at March 31, 2011. We are in compliance with the financial covenants related to the revolving credit facility as of the period covered by this
report.

Since the mid 1980s, we have been named as one of a number of defendants in product liability lawsuits relating
to the minor free-silica content within our bentonite products used in the metalcasting industry. The plaintiffs in these lawsuits are primarily employees of our former and current customers. To date, we have not incurred significant costs in
defending these matters. We believe we have adequate insurance coverage and do not believe the litigation will have a material adverse impact on our financial position, liquidity or results of operations.

Contractual Obligations and Off-Balance Sheet Arrangements

Item 7 of our Annual Report on Form 10-K, for the year ended December 31, 2010 discloses our contractual obligations and off-balance sheet arrangements. There were no material changes in our
contractual obligations and off-balance sheet arrangements.



|Item 3: | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

There were no material changes in our market risk from the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2010 other than those discussed in Part 1, Item 2 of
this report.



28



---

|Item 4: | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, they concluded that, as of the end of such period, our
disclosure controls and procedures were effective in recording, processing, summarizing, and reporting, on a timely basis, information we are required to disclose in the reports we file or submit under the Exchange Act.

Changes in Internal Control Over Financial Reporting

In the first quarter, we implemented new software to consolidate our financial statements and improve that consolidation process. While there may be risks in implementing any new system, we believe we are
maintaining and monitoring appropriate internal controls over our use of this software. There have been no other changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER
INFORMATION



|Item 5: | Other Information
|------- | -----------------

Dodd-Frank Act
Disclosure of Mine Safety and Health Administration Safety Data

We have in place health and safety programs that include
extensive employee training, accident prevention, workplace inspection, emergency response, accident investigation, regulatory compliance and program auditing. The objectives of our health and safety programs are to eliminate workplace incidents,
comply with all mining-related regulations and improve mine safety.

The operation of our domestic mines is subject to
regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the Mine Act). MSHA inspects our mines on a regular basis and issues various citations and orders
when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining safety and health citations which MSHA has issued with respect to our mining operations.

For the three-month period ended March 31, 2011, none of our mining operations received written notice from MSHA of (i) an
order issued under section 104(b) of the Mine Act; (ii) a citation or order for unwarrantable failure to comply with mandatory health or safety standards under section 104 (d) of the Mine Act; (iii) a flagrant violation under section
110(b)(2) of the Mine Act; (iv) an imminent danger order under section 107(a) of the Mine Act; (v) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially
contributed to the cause and effect of our mine health or safety hazards under section 104(e) of the Mine Act; or (vi) the potential to have such a pattern. For the three-month period ended March 31, 2011, we did not have a fatality.



29



---

The table below sets forth by mining complex the total number of citations and/or orders
issued during the three-month period ended March 31, 2011 by MSHA to AMCOL and its subsidiaries under the indicated provisions of the Mine Act, together with the total dollar value of proposed MSHA assessments (dollar amounts are actual, not
thousands).



|                     |  |  |  |                |  |  |  |                              |  | 
|-------------------- |  |  |  | -------------- |  |  |  | ---------------------------- |  | 
|Mine                 |  |  |  | Section104 (1) |  |  |  | Proposed MSHAAssessments (2) |  | 
|Gascoyne
Mine & Mill |  |  |  | 1              |  |  |  | $334                         |  | 
|Belle Fourche Mill   |  |  |  | 4              |  |  |  | -                            |  | 
|Lovell
Mill          |  |  |  | 1              |  |  |  | -                            |  | 
|Colony West Mill     |  |  |  | 11             |  |  |  | -                            |  | 
|Colony
East Mill     |  |  |  | 12             |  |  |  | 105,787                      |  | 
|Yellowtail Mine      |  |  |  | -              |  |  |  | -                            |  | 
|Belle/Colony Mine    |  |  |  | 3              |  |  |  | 937                          |  | 
|Sandy Ridge Mill     |  |  |  | -              |  |  |  | 200                          |  | 



| | 1. | Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or
health hazard under section 104 of the Mine Act for which AMCOL and its subsidiaries received a citation from MSHA
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Total dollar amount of proposed assessments received from MSHA on or before March 31, 2011, for citations and orders occurring during the three-month period ended
March 31, 2011.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of March 31, 2011, we have a total of 10 matters pending before the Federal Mine
Safety and Health Review Commission. This includes legal actions that were initiated prior to the three-month period ended March 31, 2011 and which do not necessarily relate to the citations, orders or proposed assessments issued by MSHA during
such three month period.

In evaluating this information, consideration should be given to factors such as: (i) the
number of citations and orders will vary depending on the size of the mine, (ii) the number of citations issued will vary from inspector to inspector and mine to mine, and (iii) citations and orders can be contested and appealed, and in
that process, are often reduced in severity and amount, and are sometimes dismissed.



30



---

|Item 6: | Exhibits
|------- | --------



|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |                                                                                                                       
|               | 
|10.1           |  | Performance Based Restricted Stock Form Award Agreement                                                               
|10.2           |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Gary L. Castagna  
|10.3           |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Michael R. Johnson
|10.4           |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Ryan F. McKendrick
|10.5           |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Donald W. Pearson 
|10.6           |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Robert J. Trauger 
|10.7           |  | AMCOL International Corporation Executive Severance Plan                                                              
|31.1           |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                         
|31.2           |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                         
|32             |  | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350                                         



31



---

SIGNATURES

Pursuant to the requirements 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.

AMCOL INTERNATIONAL CORPORATION



|      |  |  |  |              |  |  |  |  |  |  |  |                                           
|----- |  |  |  | ------------ |  |  |  |  |  |  |  | ------------------------------------------
|Date: |  |  |  | May 06, 2011 |  |  |  |  |  |  |  | /s/ Ryan F. McKendrick                    
|      |  |  |  |              |  |  |  |  |  |  |  | Ryan F. McKendrick                        
|      |  |  |  |              |  |  |  |  |  |  |  | President and Chief Executive Officer     
|      |  |  |  |              |  | 
|Date: |  |  |  | May 06, 2011 |  |  |  |  |  |  |  | /s/ Donald W. Pearson                     
|      |  |  |  |              |  |  |  |  |  |  |  | Donald W. Pearson                         
|      |  |  |  |              |  |  |  |  |  |  |  | Vice President and Chief Financial Officer



32



---

INDEX TO EXHIBITS



|     |  |                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Performance Based Restricted Stock Form Award Agreement (1)                                                               
|10.2 |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Gary L. Castagna (2)  
|10.3 |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Michael R. Johnson (2)
|10.4 |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Ryan F. McKendrick (2)
|10.5 |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Donald W. Pearson (2) 
|10.6 |  | Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Robert J. Trauger (2) 
|10.7 |  | AMCOL International Corporation Executive Severance Plan (2)                                                              
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                             
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                             
|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 8-K filed with the Securities and Exchange Commission on February 14, 2011.

(2) Exhibit is incorporated by reference to the Registrants Form 8-K filed with the Securities and Exchange Commission on March 16, 2011.



33