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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2009 or
 o
    
    Transition Report Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934.
For the transition period
from                  to                 .
 Commission file number 1-10776
 Calgon Carbon Corporation
  Delaware
    
    25-0530110(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 400 Calgon Carbon Drive 
Pittsburgh, Pennsylvania(Address of principal executive offices)
    
    15205(Zip Code)
 Registrants telephone number, including area code: (412) 787-6700
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    New York Stock ExchangeRights to Purchase Series A Junior Participating
    
    New York Stock ExchangePreferred Stock (pursuant to Rights Agreement datedas of January 27, 2005)
 Securities registered pursuant to Section 12(g) of the Act:
 None
   þ o
  o þ
  þ o
  o o
  o þ
  Large accelerated filer
    
    þ
    
    Accelerated filer oNon-accelerated filer
    
    o (Do not check if a smaller company)
    
    Smaller reporting company o
  o þ
   The following documents have been incorporated by reference:
 Document
    
    Form 10-K Part NumberProxy Statement filed pursuant to Regulation 14A in connection with registrants
    
    IIIAnnual Meeting of Shareholders to be held on April 22, 2010




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##### 



INDEX
 PART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    13Item 1B.
    
    Unresolved Staff Comments
    
    
    18Item 2.
    
    Properties
    
    
    19Item 3.
    
    Legal Proceedings
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5.
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer Repurchases of Equity Securities
    
    
    21Item 6.
    
    Selected Financial Data
    
    
    23Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    39Item 8.
    
    Financial Statements and Supplementary Data
    
    
    40Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    86Item 9A.
    
    Controls and Procedures
    
    
    86Item 9B.
    
    Other Information
    
    
    86PART IIIItem 10.
    
    Directors, Executive Officers, and Corporate Governance of the Registrant
    
    
    87Item 11.
    
    Executive Compensation
    
    
    87Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    87Item 13.
    
    Certain Relationships, Related Transactions, and Director Independence
    
    
    88Item 14.
    
    Principal Accounting Fees and Services
    
    
    88PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    89Signatures
    
    
    93EX-4.1EX-10.3EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Forward-Looking Information Safe Harbor
  3




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PART I
 
 Item 1. Business:
 The Company
  ®
  Products and Services
  Activated Carbon and Service.
    4




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Equipment.
 ® ®
   ® ® ® ®
 5




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Consumer.
 ® ® ®
  Markets
  Potable Water Market.
 Industrial Process Market.
 Environmental Water and Air Markets.
  6




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® ®
  ® ®
 Food Market.
 Specialty Market.
  Sales and Marketing
     7




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Backlog
  Competition
     Raw Materials
       Research and Development
  8




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Patents and Trade Secrets
   Regulatory Matters
 USA.
  9




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10




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Europe and Asia.
 Indemnification.
 Employee Relations
  11




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Copies of Reports
 www.calgoncarbon.com www.sec.gov
 Copies of Corporate Governance Documents
 www.calgoncarbon.com
 
    
    Corporate Governance Guidelines
    
    Audit Committee Charter
    
    Compensation Committee Charter
    
    Corporate Governance Committee Charter
    
    Code of Business Conduct and Ethics
    
    Code of Ethical Business Conduct Supplement for Chief Executive and Senior Financial
Officers
    
    Director Orientation and Continuing Education Policy
    
    Executive Committee Charter
 12




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Item 1A. Risk Factors:
 Risks relating to our business
 Increases in U.S. and European imports of Chinese or other foreign manufactured activated carbon
could have an adverse effect on our financial results.
    Our financial results could be adversely affected by an interruption of supply or an increase in
coal prices.
  Delays in enactment of new state or federal regulations could restrict our ability to reach our
strategic growth targets and lower our return on invested capital.
  13




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Encroachment into our markets by competitive technologies could adversely affect our financial
results.
  Our business is subject to a number of global economic risks.
   Our industry is highly competitive. If we are unable to compete effectively with competitors having greater resources than we do, our financial results could be adversely affected.
  Failure to innovate new products or applications could adversely affect our ability to meet our
strategic growth targets.
  Environmental compliance and remediation and potential climate change could result in substantially
increased capital requirements and operating costs.
  14




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2 2
 Our financial results could be adversely affected by shortages in energy supply or increases in
energy costs.
  A planned or unplanned shutdown at one of our production facilities could have an adverse effect on
our financial results.
  Our inability to successfully negotiate new collective bargaining agreements upon expiration of the
existing agreements could have an adverse effect on our financial results.
  Our pension plans are currently underfunded, and we expect to be subject to significant increases
in pension contributions to our defined benefit pension plans, thereby restricting our cash flow.
   15




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Our international operations expose us to political and economic uncertainties and risks from
abroad, which could negatively affect our results of operations.
  Our European and Japanese activated carbon businesses are sourced from both the United States and
China, which subjects these businesses to foreign exchange transaction risk.
  We have operations in multiple foreign countries and, as a result, are subject to foreign exchange
translation risk, which could have an adverse effect on our financial results.
  Our business includes capital equipment sales which could have extreme fluctuations due to the
cyclical nature of that type of business.
  16




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Declines in the operating performance of one of our business segments could result in an impairment
of the segments goodwill.
  Our required capital expenditures may exceed estimates.
  Our international operations are subject to political and economic risks for conducting business in
corrupt environments.
  Our products could infringe the intellectual property rights of others, which may cause us to pay
unexpected litigation costs or damages or prevent us from selling our products.
   We could find it difficult to fund the capital needed to complete our growth strategy.
   Our ability to utilize our foreign tax credits and net operating losses may be limited.
  17




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Our stockholder rights plan and our certificate of incorporation and bylaws and Delaware law
contain provisions that may delay or prevent an otherwise beneficial takeover attempt of our
Company.
  
    
    providing for a board of directors with staggered, three-year terms;
    
    requiring super-majority voting to affect certain amendments to our certificate of
incorporation and bylaws;
    
    limiting the persons who may call special stockholders meetings;
    
    limiting stockholder action by written consent;
    
    establishing advance notice requirements for nominations for election to the board of
directors or for proposing matters that can be acted upon at stockholders meetings; and
    
    allowing our board of directors to issue shares of preferred stock without stockholder
approval.
  
 Item 1B. Unresolved Staff Comments:
  18




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Item 2. Properties:
        ® ®
 19




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Item 3. Legal Proceedings:
   20




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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Shareholder Matters, and Issuer
Repurchases of Equity Securities:
 Common Shares and Market Information
   2009
    
    2008Fiscal Quarter
    
    High
    
    
    Low
    
    
    Dividend
    
    
    High
    
    
    Low
    
    
    DividendFirst
    
    
    16.79
    
    
    
    12.00
    
    
    
    -
    
    
    
    18.92
    
    
    
    13.19
    
    
    
    -Second
    
    
    19.31
    
    
    
    11.14
    
    
    
    -
    
    
    
    20.23
    
    
    
    12.63
    
    
    
    -Third
    
    
    16.77
    
    
    
    10.93
    
    
    
    -
    
    
    
    23.03
    
    
    
    14.04
    
    
    
    -Fourth
    
    
    16.61
    
    
    
    13.05
    
    
    
    -
    
    
    
    21.64
    
    
    
    9.11
    
    
    
    -
   21




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Shareholder Return Performance Graph
   Comparison of Five-Year Cumulative Total Return*
Among Calgon Carbons Common Stock, S&P 500 Composite Index, and Peer Group
 
 22




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Issuer Repurchases of Equity Securities
 Maximum Number (orTotal Number of Shares
    
    
    Approximate Dollar Value)Purchased as Part of
Publicly
    
    
    of Shares that May Yet beTotal Number of
    
    
    Average Price
    
    
    Announced Repurchase
Plans
    
    
    Purchased Under the PlansPeriod
    
    Shares Purchased (a)
    
    
    Paid Per Share
    
    
    or Programs
    
    
    or ProgramsOctober 1  October 31, 2009
    
    
    25,529
    
    
    
    $15.05
    
    
    
    -
    
    
    
    -November 1  November 30, 2009
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -December 1  December 31, 2009
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
 (a) This column includes purchases under Calgon Carbons Stock Option Plan which
represented withholding taxes due from employees relating to the restricted share awards issued.
Further purchases under this plan will be dependent upon employee elections and forfeitures.
 
 Item 6. Selected Financial Data:
 FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA  Calgon Carbon Corporation
 (Dollars in thousands except per share data)
    
    2009(5)
    
    
    2008*(4)
    
    
    2007*
    
    
    2006*(3)
    
    
    2005Income Statement Data:Net sales
    
    $
    411,910
    
    
    $
    400,270
    
    
    $
    351,124
    
    
    $
    316,122
    
    
    $
    290,835Income (loss) from continuing operations
    
    $
    39,159
    
    
    $
    28,840
    
    
    $
    13,597
    
    
    $
    (9,619)
    
    
    $
    (10,507)Income (loss) from continuing operations
per common share, basic
    
    $
    0.72
    
    
    $
    0.65
    
    
    $
    0.34
    
    
    $
    (0.24)
    
    
    $
    (0.27)Income (loss) from continuing operations
per common share, diluted
    
    $
    0.69
    
    
    $
    0.54
    
    
    $
    0.27
    
    
    $
    (0.24)
    
    
    $
    (0.27)Cash dividends declared per common share
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    0.09Balance Sheet Data (at year end):Total assets
    
    $
    425,718
    
    
    $
    387,262
    
    
    $
    342,577
    
    
    $
    315,598
    
    
    $
    347,868Long-term debt
    
    $
    -
    
    
    $
    -(1)
    
    
    $
    12,925(2)
    
    
    $
    57,306
    
    
    $
    83,925
 (1) Excludes $7.9 million of debt which is classified as current. Refer to Note 7 to the
Companys consolidated financial statements contained in Item 8 of this Annual Report for further
information.
(2) Excludes $48.0 million of debt which is classified as current.
(3) Includes the gain from insurance settlement and the goodwill impairment charge of $8.1 million
and $6.9 million, pre-tax, respectively.
(4) Includes the gain on AST Settlement of $9.3 million, pre-tax. Refer to Note 16 to the
Companys consolidated financial statements contained in Item 8 of this Annual Report for further
information.
(5) Includes $4.8 million of net earnings related to a reduction of the valuation allowance
associated with foreign tax credits.
 * Results have been retrospectively adjusted to incorporate the adoption of guidance within ASC
470-20 Debt with Conversion and Other Options. (Refer to
Note 7 to the Companys consolidated financial statements
contained in Item 8 of this Annual Report).
 23




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations:
 Overview
 ®
 ®
 24




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Results of Operations
 2009 Versus 2008
 Continuing Operations:
       25




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Discontinued Operations:
  2008 Versus 2007
 Continuing Operations:
  26




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® ®
        27




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Discontinued Operations:
  Working Capital and Liquidity
   5.00% Convertible Senior Notes due 2036
  28




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Credit Facility
    29




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Contractual Obligations
  Due In(Thousands)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    6,272
    
    
    $
    5,686
    
    
    $
    5,092
    
    
    $
    4,773
    
    
    $
    4,418
    
    
    $
    4,696
    
    
    $
    30,937Unconditional purchase obligations*
    
    
    38,778
    
    
    
    26,026
    
    
    
    3,174
    
    
    
    1,575
    
    
    
    263
    
    
    
    -
    
    
    
    69,816Total contractual cash obligations
    
    $
    45,050
    
    
    $
    31,712
    
    
    $
    8,266
    
    
    $
    6,348
    
    
    $
    4,681
    
    
    $
    4,696
    
    
    $
    100,753
 *Primarily for the purchase of raw materials, transportation, and information systems
services. 30




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Capital Expenditures and Investments
    Other
  31




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32




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Critical Accounting Policies
   Revenue Recognition
  33




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Allowance for Doubtful Accounts
  Inventories
  Goodwill and Other Intangible Assets
    Pensions
  34




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35




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Hypothetical Rate Increase (Decrease)U.S. Plans
    
    
    European Plans(Thousands)
    
    (1%)
    
    
    1%
    
    
    (1%)
    
    
    1%Discount ratePension liabilities at December 31, 2009
    
    $
    12,089
    
    
    $
    (10,588)
    
    
    $
    6,595
    
    
    $
    (5,250)Pension costs for the year ended December 31, 2009
    
    $
    874
    
    
    $
    (857)
    
    
    $
    257
    
    
    $
    (225)IndexationPension liabilities at December 31, 2009
    
    $
    -
    
    
    $
    -
    
    
    $
    (746)
    
    
    $
    821Pension costs for the year ended December 31, 2009
    
    $
    -
    
    
    $
    -
    
    
    $
    (39)
    
    
    $
    42Expected return on plan assetsPension costs for the year ended December 31, 2009
    
    $
    478
    
    
    $
    (477)
    
    
    $
    63
    
    
    $
    (62)CompensationPension liabilities at December 31, 2009
    
    $
    (878)
    
    
    $
    896
    
    
    $
    (1,225)
    
    
    $
    1,370Pension costs for the year ended December 31, 2009
    
    $
    (170)
    
    
    $
    178
    
    
    $
    (214)
    
    
    $
    243
 Income Taxes
       36




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Litigation
  Long-Lived Assets
  New Accounting Pronouncement
  Outlook
 Activated Carbon and Service
   37




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Equipment
  Consumer
  38




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk:
 Commodity Price Risk
   Interest Rate Risk
  Foreign Currency Exchange Risk
   39




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Item 8. Financial Statements and Supplementary Data:
 
 REPORT OF MANAGEMENT
 Responsibility for Financial Statements
  Managements Annual Report on Internal Control over Financial Reporting
  Internal Control  Integrated Framework
  Changes in Internal Control
  40




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INTERNAL CONTROLS  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework Managements Annual Report on Internal Control
over Financial Reporting Report of Management.
    Internal
Control  Integrated Framework
  
 41




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FINANCIAL STATEMENTS  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Debt with Conversion and Other Options Income Taxes
 Internal Control  Integrated Framework
 
 42




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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  Calgon Carbon Corporation
 Year Ended December 31(Dollars in thousands except per share data)
    
    2009
    
    
    2008*
    
    
    2007*Net Sales
    
    $
    398,430
    
    
    $
    390,066
    
    
    $
    341,508Net sales to related parties
    
    
    13,480
    
    
    
    10,204
    
    
    
    9,616Total
    
    
    411,910
    
    
    
    400,270
    
    
    
    351,124Cost of products sold (excluding depreciation)
    
    
    266,597
    
    
    
    266,885
    
    
    
    242,273Depreciation and amortization
    
    
    18,130
    
    
    
    16,674
    
    
    
    17,248Selling, general and administrative expenses
    
    
    68,255
    
    
    
    64,149
    
    
    
    61,348Research and development expenses
    
    
    5,495
    
    
    
    4,129
    
    
    
    3,699Gain on AST settlement (Note 16)
    
    
    -
    
    
    
    (9,250
    )
    
    
    -358,477
    
    
    
    342,587
    
    
    
    324,568Income from operations
    
    
    53,433
    
    
    
    57,683
    
    
    
    26,556Interest income
    
    
    459
    
    
    
    1,504
    
    
    
    1,695Interest expense
    
    
    (286
    )
    
    
    (6,024
    )
    
    
    (8,543
    )Loss on debt extinguishment
    
    
    (899
    )
    
    
    (8,918
    )
    
    
    -Other expense  net
    
    
    (3,089
    )
    
    
    (2,247
    )
    
    
    (1,441
    )Income from continuing operations before income taxes
and equity in income of equity investments
    
    
    49,618
    
    
    
    41,998
    
    
    
    18,267Income tax provision (Note 12)
    
    
    11,754
    
    
    
    14,012
    
    
    
    6,647Income from continuing operations before equity
in income of equity investments
    
    
    37,864
    
    
    
    27,986
    
    
    
    11,620Equity in income of equity investments, net
    
    
    1,295
    
    
    
    854
    
    
    
    1,977Income from continuing operations
    
    
    39,159
    
    
    
    28,840
    
    
    
    13,597Income (loss) from discontinued operations, net (Note 2)
    
    
    -
    
    
    
    2,793
    
    
    
    (166
    )Net income
    
    
    39,159
    
    
    
    31,633
    
    
    
    13,431Other comprehensive (loss) income, net of tax provision (benefit)
of $1,028, ($9,507), and $3,449, respectively
    
    
    5,444
    
    
    
    (23,458
    )
    
    
    6,703Comprehensive income
    
    $
    44,603
    
    
    $
    8,175
    
    
    $
    20,134Basic income from continuing operations per common share
    
    $
    .72
    
    
    $
    .65
    
    
    $
    .34Income (loss) from discontinued operations per common share
    
    $
    -
    
    
    $
    .06
    
    
    $
    -Basic net income per common share
    
    $
    .72
    
    
    $
    .71
    
    
    $
    .34Diluted income from continuing operations per common share
    
    $
    .69
    
    
    $
    .54
    
    
    $
    .27Income (loss) from discontinued operations per common share
    
    $
    -
    
    
    $
    .05
    
    
    $
    -Diluted net income per common share
    
    $
    .69
    
    
    $
    .59
    
    
    $
    .27Weighted average shares outstanding, in thousandsBasic
    
    
    54,757
    
    
    
    44,679
    
    
    
    39,788Diluted
    
    
    56,529
    
    
    
    53,385
    
    
    
    50,557
  The accompanying notes are an integral part of these consolidated financial statements.
 43




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CONSOLIDATED BALANCE SHEETS  Calgon Carbon Corporation
 December 31(Dollars in thousands)
    
    2009
    
    
    2008*AssetsCurrent assets:Cash and cash equivalents
    
    $
    38,029
    
    
    $
    16,750Restricted cash
    
    
    5,556
    
    
    
    -Receivables, net of allowance for losses of $1,971 and $1,596
    
    
    61,716
    
    
    
    62,300Receivables from related parties
    
    
    2,588
    
    
    
    2,215Revenue recognized in excess of billings on uncompleted contracts
    
    
    5,963
    
    
    
    8,870Inventories
    
    
    84,587
    
    
    
    93,725Deferred income taxes  current
    
    
    15,935
    
    
    
    8,911Other current assets
    
    
    7,471
    
    
    
    7,817Total current assets
    
    
    221,845
    
    
    
    200,588Property, plant and equipment, net
    
    
    155,100
    
    
    
    122,960Equity investments
    
    
    10,969
    
    
    
    11,747Intangibles, net
    
    
    4,744
    
    
    
    5,930Goodwill
    
    
    26,934
    
    
    
    26,340Deferred income taxes  long-term
    
    
    2,601
    
    
    
    13,129Other assets
    
    
    3,525
    
    
    
    6,568Total assets
    
    $
    425,718
    
    
    $
    387,262Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    44,821
    
    
    $
    39,647Billings in excess of revenue recognized on uncompleted contracts
    
    
    4,522
    
    
    
    4,639Accrued interest
    
    
    -
    
    
    
    140Payroll and benefits payable
    
    
    9,509
    
    
    
    10,522Accrued income taxes
    
    
    3,169
    
    
    
    1,088Short-term debt
    
    
    -
    
    
    
    1,605Current portion of long-term debt
    
    
    -
    
    
    
    7,903Total current liabilities
    
    
    62,021
    
    
    
    65,544Deferred income taxes  long-term
    
    
    189
    
    
    
    242Accrued pension and other liabilities
    
    
    56,422
    
    
    
    68,199Total liabilities
    
    
    118,632
    
    
    
    133,985Commitments and contingencies (Notes 8 and 16)Shareholders equity:Common shares, $.01 par value, 100,000,000 shares authorized, 58,553,617 and 56,961,297 shares issued
    
    
    586
    
    
    
    570Additional paid-in capital
    
    
    164,236
    
    
    
    153,766Retained earnings
    
    
    173,165
    
    
    
    134,006Accumulated other comprehensive loss
    
    
    (1,006
    )
    
    
    (6,450
    )336,981
    
    
    
    281,892Treasury stock, at cost, 3,006,037 and 2,902,264 shares
    
    
    (29,895
    )
    
    
    (28,615
    )Total shareholders equity
    
    
    307,086
    
    
    
    253,277Total liabilities and shareholders equity
    
    $
    425,718
    
    
    $
    387,262
  The accompanying notes are an integral part of these consolidated financial statements.
 44




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS Calgon Carbon Corporation
 Year Ended December 31(Dollars in thousands)
    
    2009
    
    
    2008*
    
    
    2007*Cash flows from operating activitiesNet income
    
    $
    39,159
    
    
    $
    31,633
    
    
    $
    13,431Adjustments to reconcile net income to net cash provided by operating activities:Gain from divestiture
    
    
    -
    
    
    
    (4,353
    )
    
    
    -Depreciation and amortization
    
    
    18,130
    
    
    
    16,674
    
    
    
    17,248Equity in income from equity investments
    
    
    (1,295
    )
    
    
    (854
    )
    
    
    (1,977
    )Distributions received from equity investments
    
    
    1,407
    
    
    
    526
    
    
    
    739Employee benefit plan provisions
    
    
    5,060
    
    
    
    2,063
    
    
    
    3,076Write-off of prior credit facility fees (Note 7)
    
    
    827
    
    
    
    -
    
    
    
    -Amortization of convertible notes discount
    
    
    218
    
    
    
    2,949
    
    
    
    3,656Loss on extinguishment of convertible notes
    
    
    719
    
    
    
    8,462
    
    
    
    -Stock-based compensation
    
    
    2,398
    
    
    
    2,884
    
    
    
    2,887Excess tax benefit from stock-based compensation
    
    
    (928
    )
    
    
    (2,578
    )
    
    
    -Deferred income tax expense (benefit)
    
    
    2,370
    
    
    
    (742
    )
    
    
    2,017Changes in assets and liabilitiesnet of effects fromforeign exchange:Decrease (increase) in receivables
    
    
    2,158
    
    
    
    (9,975
    )
    
    
    (1,098
    )Decrease (increase) in inventories
    
    
    10,707
    
    
    
    (14,931
    )
    
    
    (9,559
    )Decrease (increase) in revenue in excess of billings on uncompleted contracts and
other current assets
    
    
    6,034
    
    
    
    (2,074
    )
    
    
    287Increase in accounts payable and accrued liabilities
    
    
    3,062
    
    
    
    2,610
    
    
    
    5,390Pension contributions
    
    
    (12,307
    )
    
    
    (6,215
    )
    
    
    (7,787
    )Other itemsnet
    
    
    1,346
    
    
    
    (509
    )
    
    
    1,103Net cash provided by operating activities
    
    
    79,065
    
    
    
    25,570
    
    
    
    29,413Cash flows from investing activitiesProperty, plant and equipment expenditures
    
    
    (48,281
    )
    
    
    (33,006
    )
    
    
    (11,789
    )Proceeds from disposals of property, plant and equipment
    
    
    -
    
    
    
    910
    
    
    
    513Cash pledged for collateral
    
    
    (13,079
    )
    
    
    -
    
    
    
    -Cash released from collateral
    
    
    7,523
    
    
    
    -
    
    
    
    -Net cash used in investing activities
    
    
    (53,837
    )
    
    
    (32,096
    )
    
    
    (11,276
    )Cash flows from financing activitiesRevolving credit facility borrowings
    
    
    37,500
    
    
    
    -
    
    
    
    -Revolving credit facility repayments
    
    
    (37,500
    )
    
    
    -
    
    
    
    -Issuance of debt obligations
    
    
    -
    
    
    
    -
    
    
    
    1,504Reductions of debt obligations
    
    
    (4,530
    )
    
    
    (11,000
    )
    
    
    -Treasury stock purchased
    
    
    (1,280
    )
    
    
    (1,191
    )
    
    
    (187
    )Common stock issued
    
    
    957
    
    
    
    5,120
    
    
    
    3,090Excess tax benefit from stock-based compensation
    
    
    928
    
    
    
    2,578
    
    
    
    942Other
    
    
    (1,208
    )
    
    
    (456
    )
    
    
    -Net cash (used in) provided by financing activities
    
    
    (5,133
    )
    
    
    (4,949
    )
    
    
    5,349Effect of exchange rate changes on cash
    
    
    1,184
    
    
    
    (2,079
    )
    
    
    1,187Increase (decrease) in cash and cash equivalents
    
    
    21,279
    
    
    
    (13,554
    )
    
    
    24,673Cash and cash equivalents, beginning of year
    
    
    16,750
    
    
    
    30,304
    
    
    
    5,631Cash and cash equivalents, end of year
    
    $
    38,029
    
    
    $
    16,750
    
    
    $
    30,304
  The accompanying notes are an integral part of these consolidated financial statements.
 45




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##### Table of Contents



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY  Calgon Carbon Corporation
 AccumulatedCommon
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    OtherShares
    
    
    Common
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    
    
    
    
    Treasury Stock(Dollars in thousands)
    
    Issued
    
    
    Shares
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Sub-Total
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance, December 31, 2006*
    
    
    42,550,290
    
    
    $
    425
    
    
    $
    81,716
    
    
    $
    93,428
    
    
    $
    10,305
    
    
    $
    185,874
    
    
    
    2,802,448
    
    
    $
    (27,237
    )
    
    $
    158,6372007*Net income
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    13,431
    
    
    
    -
    
    
    
    13,431
    
    
    
    -
    
    
    
    -
    
    
    
    13,431Translation
adjustments, net of tax of $1.8 million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    2,557
    
    
    
    2,557
    
    
    
    -
    
    
    
    -
    
    
    
    2,557Unrecognized
gain on derivatives, net of tax of zero
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    498
    
    
    
    498
    
    
    
    -
    
    
    
    -
    
    
    
    498Employee
benefit plans, net of tax of $1.6 million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,648
    
    
    
    3,648
    
    
    
    -
    
    
    
    -
    
    
    
    3,648Cumulative effect adjustment due to the
Adoption of ASC 740
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (4,386
    )
    
    
    -
    
    
    
    (4,386
    )
    
    
    -
    
    
    
    -
    
    
    
    (4,386
    )Employee and director stock plans
    
    
    494,028
    
    
    
    5
    
    
    
    6,954
    
    
    
    -
    
    
    
    -
    
    
    
    6,959
    
    
    
    -
    
    
    
    -
    
    
    
    6,959Treasury stock purchased
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    24,853
    
    
    
    (187
    )
    
    
    (187
    )Balance, December 31, 2007
    
    
    43,044,318
    
    
    $
    430
    
    
    $
    88,670
    
    
    $
    102,473
    
    
    $
    17,008
    
    
    $
    208,581
    
    
    
    2,827,301
    
    
    $
    (27,424
    )
    
    $
    181,1572008 *Net income
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    31,633
    
    
    
    -
    
    
    
    31,633
    
    
    
    -
    
    
    
    -
    
    
    
    31,633Translation
adjustments, net of tax of $0.8 million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (4,744
    )
    
    
    (4,744
    )
    
    
    -
    
    
    
    -
    
    
    
    (4,744
    )Unrecognized gain on derivatives,
net of tax of $0.3 million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (755
    )
    
    
    (755
    )
    
    
    -
    
    
    
    -
    
    
    
    (755
    )Employee
benefit plans, net of tax, of $(10.6) million
(Refer to Note 11)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (17,959
    )
    
    
    (17,959
    )
    
    
    -
    
    
    
    -
    
    
    
    (17,959
    )Employee and director stock plans
    
    
    950,689
    
    
    
    10
    
    
    
    10,794
    
    
    
    -
    
    
    
    -
    
    
    
    10,804
    
    
    
    -
    
    
    
    -
    
    
    
    10,804Conversion of Notes (Refer to Note 7)
    
    
    12,966,290
    
    
    
    130
    
    
    
    54,302
    
    
    
    -
    
    
    
    -
    
    
    
    54,432
    
    
    
    -
    
    
    
    -
    
    
    
    54,432Treasury stock purchased
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    74,963
    
    
    
    (1,191
    )
    
    
    (1,191
    )Other
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (100
    )
    
    
    -
    
    
    
    (100
    )
    
    
    -
    
    
    
    -
    
    
    
    (100
    )Balance, December 31, 2008
    
    
    56,961,297
    
    
    $
    570
    
    
    $
    153,766
    
    
    $
    134,006
    
    
    $
    (6,450
    )
    
    $
    281,892
    
    
    
    2,902,264
    
    
    $
    (28,615
    )
    
    $
    253,2772009Net income
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    39,159
    
    
    
    -
    
    
    
    39,159
    
    
    
    -
    
    
    
    -
    
    
    
    39,159Translation
adjustments, net of tax of $(0.3) million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,526
    
    
    
    3,526
    
    
    
    -
    
    
    
    -
    
    
    
    3,526Unrecognized loss on derivatives,
net of tax of $(0.8) million
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (1,265
    )
    
    
    (1,265
    )
    
    
    -
    
    
    
    -
    
    
    
    (1,265
    )Employee
benefit plans, net of tax of $2.1 million
(Refer to Note 11)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,183
    
    
    
    3,183
    
    
    
    -
    
    
    
    -
    
    
    
    3,183Employee and director stock plans
    
    
    415,850
    
    
    
    4
    
    
    
    4,579
    
    
    
    -
    
    
    
    -
    
    
    
    4,583
    
    
    
    -
    
    
    
    -
    
    
    
    4,583Conversion of Notes (Refer to Note 7)
    
    
    1,176,470
    
    
    
    12
    
    
    
    5,891
    
    
    
    -
    
    
    
    -
    
    
    
    5,903
    
    
    
    -
    
    
    
    -
    
    
    
    5,903Treasury stock purchased
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    103,773
    
    
    
    (1,280
    )
    
    
    (1,280
    )Balance, December 31, 2009
    
    
    58,553,617
    
    
    $
    586
    
    
    $
    164,236
    
    
    $
    173,165
    
    
    
    ($1,006
    )
    
    $
    336,981
    
    
    
    3,006,037
    
    
    
    ($29,895
    )
    
    $
    307,086
  The accompanying notes are an integral part of these consolidated financial statements.
 46




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##### Table of Contents



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  Calgon Carbon Corporation
 1. Summary of Accounting Policies
 Operations
 Principles of Consolidation
 Foreign Currency
 Revenue Recognition
 47




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##### Table of Contents



Allowance for Doubtful Accounts
 Inventories
 Property, Plant and Equipment
 Goodwill and Other Intangible Assets
   Long-Lived Assets
 48




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##### Table of Contents



Income Taxes
   Pensions
 Net Income per Common Share
 Cash and Cash Equivalents
 49




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##### Table of Contents



Restricted Cash
 Derivative Instruments
 Use of Estimates
 Labor Agreements
 Stock-Based Compensation
 Concentration of Credit Risk
 Fair Value
 
    
    Level 1 Quoted prices (unadjusted) in active markets for identical assets or
liabilities;
    
    Level 2 Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
    
    Level 3 Unobservable inputs that reflect the reporting entitys own assumptions.
 50




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##### Table of Contents



Fair Value of Financial Instruments Excluding Derivative Instruments
 New Accounting Pronouncement
 2. Discontinued Operations
    Charcoal/Liquid
    
    
    Solvent RecoveryYear Ended December 31
    
    
    Year Ended December 31(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Net sales
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -Income from operations
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Other income (expense)-net
    
    
    -
    
    
    
    4,353
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (302
    )Income (loss) before income taxes
    
    
    -
    
    
    
    4,353
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (302
    )Provision (benefit) for income taxes
    
    
    -
    
    
    
    1,560
    
    
    
    45
    
    
    
    -
    
    
    
    -
    
    
    
    (91
    )Income (loss) from discontinued operations
    
    $
    -
    
    
    $
    2,793
    
    
    $
    45
    
    
    $
    -
    
    
    $
    -
    
    
    $
    (211
    )
 51




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##### Table of Contents



3. Inventories
 December 31(Thousands)
    
    2009
    
    
    2008Raw materials
    
    $
    22,657
    
    
    $
    27,241Finished goods
    
    
    61,930
    
    
    
    66,484Total
    
    $
    84,587
    
    
    $
    93,725
  4. Property, Plant and Equipment
 December 31(Thousands)
    
    2009
    
    
    2008Land and improvements
    
    $
    12,999
    
    
    $
    12,837Buildings
    
    
    33,376
    
    
    
    29,789Machinery, equipment and customer capital
    
    
    368,695
    
    
    
    314,014Computer hardware and software
    
    
    18,368
    
    
    
    17,057Furniture and vehicles
    
    
    8,029
    
    
    
    7,737Construction-in-progress
    
    
    15,798
    
    
    
    25,699457,265
    
    
    
    407,133Less accumulated depreciation
    
    
    (302,165
    )
    
    
    (284,173
    )Net
    
    $
    155,100
    
    
    $
    122,960
   5. Goodwill and Other Identifiable Intangible Assets
   ActivatedCarbon and
    
    
    Equipment
    
    
    Consumer(Dollars in Thousands)
    
    Service Segment
    
    
    Segment
    
    
    Segment
    
    
    TotalBalance as of January 1, 2008
    
    $
    21,112
    
    
    $
    6,673
    
    
    $
    60
    
    
    $
    27,845Foreign currency translation
    
    
    (1,149
    )
    
    
    (356
    )
    
    
    -
    
    
    
    (1,505
    )Balance as of December 31, 2008
    
    
    19,963
    
    
    
    6,317
    
    
    
    60
    
    
    
    26,340Foreign currency translation
    
    
    342
    
    
    
    252
    
    
    
    -
    
    
    
    594Balance as of December 31, 2009
    
    $
    20,305
    
    
    $
    6,569
    
    
    $
    60
    
    
    $
    26,934
 52




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##### Table of Contents



December 31, 2009WeightedAverage
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    NetAmortization
    
    
    Carrying
    
    
    Foreign
    
    
    Accumulated
    
    
    CarryingPeriod
    
    
    Amount
    
    
    Exchange
    
    
    Amortization
    
    
    AmountAmortized intangible assets:Patents
    
    15.4 Years
    
    
    $
    1,369
    
    
    $
    -
    
    
    $
    (1,047
    )
    
    $
    322Customer Relationships
    
    17.0 Years
    
    
    
    9,323
    
    
    
    (182
    )
    
    
    (6,399
    )
    
    
    2,742Product Certification
    
    7.9 Years
    
    
    
    1,682
    
    
    
    -
    
    
    
    (1,192
    )
    
    
    490Unpatented Technology
    
    20.0 Years
    
    
    
    2,875
    
    
    
    -
    
    
    
    (1,685
    )
    
    
    1,190Total
    
    16.0 Years
    
    
    $
    15,249
    
    
    $
    (182
    )
    
    $
    (10,323
    )
    
    $
    4,744
 December 31, 2008WeightedAverage
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    NetAmortization
    
    
    Carrying
    
    
    Foreign
    
    
    Accumulated
    
    
    CarryingPeriod
    
    
    Amount
    
    
    Exchange
    
    
    Amortization
    
    
    AmountAmortized intangible assets:Patents
    
    15.4 Years
    
    
    $
    1,369
    
    
    $
    -
    
    
    $
    (961
    )
    
    $
    408Customer Relationships
    
    17.0 Years
    
    
    
    9,323
    
    
    
    (256
    )
    
    
    (5,678
    )
    
    
    3,389License Agreements
    
    5.0 Years
    
    
    
    500
    
    
    
    -
    
    
    
    (500
    )
    
    
    -Product Certification
    
    7.9 Years
    
    
    
    1,682
    
    
    
    -
    
    
    
    (903
    )
    
    
    779Unpatented Technology
    
    20.0 Years
    
    
    
    2,875
    
    
    
    -
    
    
    
    (1,521
    )
    
    
    1,354Total
    
    16.0 Years
    
    
    $
    15,749
    
    
    $
    (256
    )
    
    $
    (9,563
    )
    
    $
    5,930
  For
the year ending December 31:2010
    
    $
    1,1552011
    
    
    8472012
    
    
    6572013
    
    
    5822014
    
    
    482
 53




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##### Table of Contents



6. Product Warranties
   December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Beginning Balance
    
    $
    1,095
    
    
    $
    1,123
    
    
    $
    1,133Payments and replacement product
    
    
    (500
    )
    
    
    (471
    )
    
    
    (293
    )Additions to warranty reserve for warranties issued during the period
    
    
    571
    
    
    
    524
    
    
    
    366Change in the warranty reserve for pre-existing warranties
    
    
    (26
    )
    
    
    (81
    )
    
    
    (83
    )Ending Balance
    
    $
    1,140
    
    
    $
    1,095
    
    
    $
    1,123
 7. Borrowing Arrangements
 Long-Term Debt
 December 31(Thousands)
    
    2009
    
    
    2008*Convertible Senior Notes
    
    $
    -
    
    
    $
    6,000Industrial revenue bonds
    
    
    -
    
    
    
    2,925Total
    
    
    -
    
    
    
    8,925Less current portion of long-term debt (net of debt discount)
    
    
    -
    
    
    
    (7,903
    )Less debt discount
    
    
    -
    
    
    
    (1,022
    )Net
    
    $
    -
    
    
    $
    -
  5.00% Convertible Senior Notes due 2036
     54




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##### Table of Contents



Credit Facility
     55




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##### Table of Contents



Industrial Revenue Bonds
  Belgian Loan and Credit Facility
   56




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##### Table of Contents



United Kingdom Credit Facility
  Chinese Credit Facility
  Interest Expense
  8. Commitments
   December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Raw and other materials
    
    $
    34,104
    
    
    $
    31,837
    
    
    $
    22,145Transportation
    
    $
    6,853
    
    
    
    5,733
    
    
    
    4,840Information systems and services
    
    
    2,951
    
    
    
    2,663
    
    
    
    2,386Total payments
    
    $
    43,908
    
    
    $
    40,233
    
    
    $
    29,371
 57




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##### Table of Contents



Due in(Thousands)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterRaw and other materials
    
    $
    35,161
    
    
    $
    24,451
    
    
    $
    1,599
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -Transportation
    
    
    1,575
    
    
    
    1,575
    
    
    
    1,575
    
    
    
    1,575
    
    
    
    263
    
    
    
    -Information systems and services
    
    
    2,042
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Total contractual cash obligations
    
    $
    38,778
    
    
    $
    26,026
    
    
    $
    3,174
    
    
    $
    1,575
    
    
    $
    263
    
    
    $
    -
 9. Shareholders Equity
   10. Stock Compensation Plans
  2008 Equity Incentive Plan
  Employee Stock Option Plan
  58




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##### Table of Contents



Non-Employee Directors Stock Option Plan
  Stock-Based Compensation Expense
  Year Ended December 312009
    
    
    2008
    
    
    2007Average grant date exercise price per share of unvested awards  options
    
    $
    15.57
    
    
    $
    14.41
    
    
    $
    7.89Dividend yield
    
    
    .00
    %
    
    
    .00
    %
    
    
    .00
    %Expected volatility
    
    
    35-44
    %
    
    
    35
    %
    
    
    33-34
    %Risk-free interest rates
    
    
    1.99-2.76
    %
    
    
    2.76
    %
    
    
    3.99-4.54
    %Expected lives of options
    
    3-6 years
    
    
    3-6 years
    
    
    3-6 yearsAverage grant date fair value per share of unvested option awards
    
    $
    6.55
    
    
    $
    5.64
    
    
    $
    3.25
 Dividend yield
 volatility
 Risk-free
 Expected lives
 Stock Option Activity
  Employee:
 Weighted-AverageWeighted-
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicExercise
    
    
    Term
    
    
    ValueShares
    
    
    Price
    
    
    (in years)
    
    
    (in thousands)Outstanding at beginning of year
    
    
    1,233,489
    
    
    $
    7.38Granted
    
    
    90,620
    
    
    
    14.74Exercised
    
    
    (128,141
    )
    
    
    7.35Canceled
    
    
    (15,100
    )
    
    
    13.68Outstanding at December 31, 2009
    
    
    1,180,868
    
    
    $
    7.87
    
    
    
    3.53
    
    
    $
    7,325Exercisable at December 31, 2009
    
    
    1,058,386
    
    
    $
    6.98
    
    
    
    3.47
    
    
    $
    7,325
  59




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##### Table of Contents



Non-Employee Directors:
 Weighted-AverageWeighted-
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicExercise
    
    
    Term
    
    
    ValueShares
    
    
    Price
    
    
    (in years)
    
    
    (in thousands)Outstanding at beginning of year
    
    
    127,592
    
    
    $
    7.09Granted
    
    
    -
    
    
    
    -Exercised
    
    
    (27,820
    )
    
    
    7.72Canceled
    
    
    -
    
    
    
    -Outstanding at December 31, 2009
    
    
    99,772
    
    
    $
    6.92
    
    
    
    4.64
    
    
    $
    652Exercisable at December 31, 2009
    
    
    99,772
    
    
    $
    6.92
    
    
    
    4.64
    
    
    $
    652
   Stock Awards
    Year Ended December 312009
    
    
    2008
    
    
    2007Dividend yield
    
    
    .00
    %
    
    
    .00
    %
    
    
    .00
    %Expected volatility
    
    
    52-53
    %
    
    
    35-37
    %
    
    
    49-53
    %Risk-free interest rates
    
    
    1.47-1.78
    %
    
    
    2.10-3.52
    %
    
    
    4.54-5.13
    %Performance period
    
    3 years
    
    
    3 years
    
    
    3 years
  TSRPerformance
    
    Fair Value
    
    
    Minimum
    
    
    Target
    
    
    MaximumPeriod
    
    (in thousands)
    
    
    Shares
    
    
    Shares
    
    
    Shares2007-2009
    
    $
    739
    
    
    
    -
    
    
    
    53,950
    
    
    
    107,9002008-2010
    
    
    553
    
    
    
    -
    
    
    
    20,500
    
    
    
    41,0002009-2011
    
    
    596
    
    
    
    -
    
    
    
    22,200
    
    
    
    44,400
 60




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##### Table of Contents



Employee Non-vested Restricted Stock:
 Weighted-TSR
    
    
    
    
    
    
    AveragePerformance
    
    
    
    
    
    
    Grant DateRestricted
    
    
    Stock Awards
    
    
    
    
    
    
    Fair ValueStock Awards
    
    
    (a)
    
    
    Total
    
    
    (per share)Nonvested at January 1, 2009
    
    
    285,051
    
    
    
    147,250
    
    
    
    432,301
    
    
    $
    8.31Granted
    
    
    98,392
    
    
    
    24,600
    
    
    
    122,992
    
    
    
    14.03Vested
    
    
    (190,524
    )
    
    
    (64,400
    )
    
    
    (254,924
    )
    
    
    6.58Forfeited or Expired
    
    
    (17,109
    )
    
    
    (10,800
    )
    
    
    (27,909
    )
    
    
    10.37Nonvested at December 31, 2009
    
    
    175,810
    
    
    
    96,650
    
    
    
    272,460
    
    
    $
    12.29
 (a) The number of shares shown for the performance stock awards is based on the target
number of share awards.
  2009
    
    
    2008
    
    
    2007Number of shares granted
    
    
    122,992
    
    
    
    95,525
    
    
    
    412,180Weighted-average grant date fair value per share
    
    $
    14.03
    
    
    $
    16.07
    
    
    $
    5.80
 Non-Employee Directors Non-vested Restricted Stock:
 Weighted-AverageTSR
    
    
    
    
    
    
    Grant DateRestricted
    
    
    Performance
    
    
    
    
    
    
    Fair ValueStock Awards
    
    
    Stock Awards
    
    
    Total
    
    
    (per share)Nonvested at January 1, 2009
    
    
    21,143
    
    
    
    -
    
    
    
    21,143
    
    
    $
    14.87Granted
    
    
    23,240
    
    
    
    -
    
    
    
    23,240
    
    
    
    16.67Vested
    
    
    (8,889
    )
    
    
    -
    
    
    
    (8,889
    )
    
    
    14.82Forfeited or Expired
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Nonvested at December 31, 2009
    
    
    35,494
    
    
    
    -
    
    
    
    35,494
    
    
    $
    16.06
   61




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##### Table of Contents



11. Pensions
    (Thousands)
    
    2009
    
    
    2008Change in Projected Benefit ObligationsProjected benefit obligations at January 1
    
    $
    81,323
    
    
    $
    76,773Service cost
    
    
    768
    
    
    
    1,024Interest cost
    
    
    4,791
    
    
    
    4,777Actuarial loss
    
    
    3,956
    
    
    
    2,884Benefits paid
    
    
    (3,706
    )
    
    
    (3,096
    )Curtailment
    
    
    -
    
    
    
    (1,039
    )Projected benefit obligations at December 31
    
    
    87,132
    
    
    
    81,323Change in Plan AssetsFair value of plan assets at January 1
    
    
    47,219
    
    
    
    65,752Actual return on plan assets
    
    
    11,715
    
    
    
    (19,522
    )Employer contributions
    
    
    10,480
    
    
    
    4,085Benefits paid
    
    
    (3,706
    )
    
    
    (3,096
    )Fair value of plan assets at December 31
    
    
    65,708
    
    
    
    47,219Funded status at December 31
    
    $
    (21,424
    )
    
    $
    (34,104
    )Amounts recognized in the Balance Sheets:Current liability  Accrued benefit cost
    
    $
    (82
    )
    
    $
    (82
    )Noncurrent liability  Accrued benefit cost
    
    
    (21,342
    )
    
    
    (34,022
    )Net amount recognized
    
    $
    (21,424
    )
    
    $
    (34,104
    )
 Amounts recognized in Accumulated Other Comprehensive Income consist of:
 (Thousands)
    
    2009
    
    
    2008Accumulated prior service cost
    
    $
    430
    
    
    $
    634Accumulated net actuarial loss
    
    
    25,461
    
    
    
    31,340Net amount recognized, before tax effect
    
    $
    25,891
    
    
    $
    31,974
    2009
    
    
    2008Weighted average actuarial assumptions at December 31:Discount rate
    
    
    5.79
    %
    
    
    6.06
    %Rate of increase in compensation levels
    
    
    4.00
    %
    
    
    4.00
    %
 62




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##### Table of Contents



(Thousands)
    
    Fair Value Measurements at December 31, 2009QuotedPrices inActiveMarkets for
    
    
    Significant
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsAsset Category
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash Equivalents
    
    $
    1,080
    
    
    $
    1,080
    
    
    $
    -
    
    
    $
    -EquitiesLarge Cap (a)
    
    
    16,454
    
    
    
    16,454
    
    
    
    -
    
    
    
    -Mid Cap (b)
    
    
    8,517
    
    
    
    8,517
    
    
    
    -
    
    
    
    -Small Cap MF (c)
    
    
    4,874
    
    
    
    -
    
    
    
    4,874
    
    
    
    -Microcap MF (d)
    
    
    3,655
    
    
    
    3,655
    
    
    
    -
    
    
    
    -International MF (e)
    
    
    11,545
    
    
    
    11,545
    
    
    
    -
    
    
    
    -Fixed IncomeMutual Fund (f)
    
    
    19,583
    
    
    
    19,583
    
    
    
    -
    
    
    
    -Total
    
    $
    65,708
    
    
    $
    60,834
    
    
    $
    4,874
    
    
    $
    -
 (a)
    
    This category consists of Growth and Value strategies investing primarily in the common
stock of large capitalization companies located in the United States. Growth oriented
strategies seek companies within the Russell 1000 Growth Universe with above average
earnings, growth, and revenue expectations. Value oriented strategies seek companies within
the Russell 1000 Value Universe that are undervalued relative to their intrinsic value.
These strategies are benchmarked to the Russell 1000 Growth and Value Indices respectively.(b)
    
    This category invests primarily in small to mid-sized U.S. companies that are
undervalued relative to their intrinsic value. The smaller cap orientation of the strategy
requires investment manager to be cognizant of liquidity and capital restraints, which are
monitored by the investment team on an ongoing basis. This strategy is benchmarked to the
Russell Midcap Value Index.(c)
    
    This category invests primarily in small capitalization U.S. companies that are either
undervalued relative to their intrinsic value or that have above average earnings growth
and revenue expectations. The smaller cap orientation of the strategy requires investment
manager to be cognizant of liquidity and capital restraints, which are monitored by the
investment team on an ongoing basis. This strategy is benchmarked to the Russell 2000
Index.(d)
    
    This category invests primarily in micro-capitalization U.S. companies that are
undervalued relative to their intrinsic value. The smaller cap orientation of the strategy
requires investment manager to be cognizant of liquidity and capital restraints, which are
monitored by the investment team on an ongoing basis. This strategy is benchmarked to the
Russell Micro Cap Value Index.(e)
    
    This category invests in all types of capitalization companies operating in both
developed and emerging markets outside the United States. The strategy targets broad
diversification across various economic sectors and seeks to achieve lower overall
portfolio volatility by investing with complimentary active managers with varying risk
characteristics. Total combined exposure to emerging markets typically ranges from 10% to
20%, with a maximum restriction of 40%. This category is benchmarked to the MSCI EAFE Index
and the MSCI All Country World Index ex US.(f)
    
    This category invests primarily in U.S. denominated investment grade and government
securities in addition to MBS and ABS issues. It may invest up to 10% of its assets in
non-dollar denominated bonds from issuers located outside of the United States. Investment
in non-dollar denominated bonds may be on a currency hedged or un-hedged basis. This
category normally invests at least 80% of its assets in bonds and maintains an average
portfolio duration that is within ±20% of the duration of the benchmark. This category is
benchmarked to the Barclays Capital Aggregate Index.   Year
    
    Pension Benefits (Thousands)Employer contributions2010
    
    $
    1,588Benefit Payments2010
    
    $
    4,5092011
    
    
    5,8612012
    
    
    5,5692013
    
    
    5,0042014
    
    
    5,5072015  2019
    
    
    32,307
 63




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##### Table of Contents



Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Service cost
    
    $
    768
    
    
    $
    1,024
    
    
    $
    1,070Interest cost
    
    
    4,791
    
    
    
    4,777
    
    
    
    4,664Expected return on assets
    
    
    (3,822
    )
    
    
    (5,388
    )
    
    
    (4,994
    )Prior service cost
    
    
    203
    
    
    
    227
    
    
    
    248Net amortization
    
    
    1,942
    
    
    
    384
    
    
    
    351Settlement
    
    
    -
    
    
    
    -
    
    
    
    (122
    )Curtailment
    
    
    -
    
    
    
    (480
    )
    
    
    (265
    )Net periodic pension cost
    
    $
    3,882
    
    
    $
    544
    
    
    $
    952
 Other Changes in Plan Assets and Benefit Obligations Recognized in Other  Comprehensive Income (Loss)
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008Curtailment effect
    
    $
    -
    
    
    $
    (558
    )Current year actuarial (gain) loss
    
    
    (3,938
    )
    
    
    27,793Amortization of actuarial loss
    
    
    (1,942
    )
    
    
    (384
    )Amortization of prior service cost
    
    
    (203
    )
    
    
    (227
    )Total recognized in other comprehensive income (loss)
    
    $
    (6,083
    )
    
    $
    26,624Total recognized in net periodic pension cost and other comprehensive income (loss)
    
    $
    (2,201
    )
    
    $
    27,168
 64




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##### Table of Contents



Prior service cost
    
    $
    117Net actuarial loss
    
    
    1,599Total at December 31
    
    $
    1,716
  2009
    
    
    2008
    
    
    2007Weighted average actuarial assumptions at December 31:Discount rate
    
    
    6.06
    %
    
    
    6.23
    %
    
    
    5.93
    %Expected annual return on plan assets
    
    
    8.00
    %
    
    
    8.00
    %
    
    
    8.00
    %Rate of increase in compensation levels
    
    
    4.00
    %
    
    
    4.00
    %
    
    
    4.00
    %
   (Thousands)
    
    2009
    
    
    2008Change in Projected Benefit ObligationsProjected benefit obligations at January 1
    
    $
    30,932
    
    
    $
    36,363Service cost
    
    
    482
    
    
    
    765Interest cost
    
    
    1,888
    
    
    
    2,140Employee contributions
    
    
    171
    
    
    
    188Actuarial loss (gain)
    
    
    1,733
    
    
    
    (293
    )Benefits paid
    
    
    (1,124
    )
    
    
    (1,311
    )Foreign currency exchange rate changes
    
    
    2,119
    
    
    
    (6,920
    )Projected benefit obligations at December 31
    
    
    36,201
    
    
    
    30,932Change in Plan AssetsFair value of plan assets at January 1
    
    
    17,250
    
    
    
    23,143Actual return on plan assets
    
    
    2,331
    
    
    
    (2,198
    )Employer contributions
    
    
    1,827
    
    
    
    2,130Employee contributions
    
    
    171
    
    
    
    188Benefits paid
    
    
    (1,124
    )
    
    
    (1,311
    )Foreign currency exchange rate changes
    
    
    1,377
    
    
    
    (4,702
    )Fair value of plan assets at December 31
    
    
    21,832
    
    
    
    17,250Funded Status at December 31
    
    $
    (14,369
    )
    
    $
    (13,682
    )Amounts Recognized in the Balance Sheets:Current liability  Accrued benefit cost
    
    $
    (563
    )
    
    $
    (521
    )Noncurrent liability  Accrued benefit cost
    
    
    (13,806
    )
    
    
    (13,161
    )Net amount recognized
    
    $
    (14,369
    )
    
    $
    (13,682
    )
 65




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##### Table of Contents



Amounts recognized in Accumulated Other Comprehensive Income consist of:
 (Thousands)
    
    2009
    
    
    2008Accumulated net actuarial loss
    
    $
    4,395
    
    
    $
    3,584Accumulated transition obligation
    
    
    32
    
    
    
    74Net amount recognized, before tax effect
    
    $
    4,427
    
    
    $
    3,658
   2009
    
    
    2008Weighted average actuarial assumptions at December 31:Discount rate
    
    
    5.48
    %
    
    
    5.69
    %Rate of increase in compensation levels
    
    
    4.34
    %
    
    
    4.03
    %
  (Thousands)
    
    Fair Value Measurements at December 31, 2009QuotedPrices inActiveMarkets for
    
    
    Significant
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsAsset Category
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash Equivalents
    
    $
    232
    
    
    $
    232
    
    
    $
    
    
    
    $
    Equities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    M&G PP Discretionary Fund (a)
    
    
    2,774
    
    
    
    2,774
    
    
    
    
    
    
    
    Global Equity 60-40 Index (b)
    
    
    5,184
    
    
    
    5,184
    
    
    
    
    
    
    
    Fixed Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Delta Lloyd Fixed Income (c)
    
    
    4,802
    
    
    
    
    
    
    
    
    
    
    
    4,802Corporate Bonds (d)
    
    
    4,694
    
    
    
    4,694
    
    
    
    
    
    
    
    Government Bonds (e)
    
    
    1,328
    
    
    
    1,328
    
    
    
    
    
    
    
    Real Estate (f)
    
    
    1,563
    
    
    
    1,563
    
    
    
    
    
    
    
    Insurance Reserves (g)
    
    
    1,255
    
    
    
    
    
    
    
    
    
    
    
    1,255Total
    
    $
    21,832
    
    
    $
    15,775
    
    
    $
    
    
    
    $
    6,057
 (a)
    
    This fund invests in a mix of equity shares, bonds, property and cash. Only the equity
investments are included in this line with the remaining being allocated to other
appropriate categories. The fund is actively managed against its benchmark of the CAPS
Balanced Pooled Fund Median. A prudent approach of diversification by both location and
investment type is employed by the fund and both active stock selection and asset
allocation are used to add value.(b)
    
    This index fund invests 60% in the UK Equity Index Fund and 40% in overseas index
funds. The overseas portion has a target allocation of 14% in North American funds, 14% in
European funds, (not including the UK), 6% in Japanese funds, and 6% in Pacific Basin funds
(not including Japan).(c)
    
    This category invests in 6 year Fixed Income investments with Delta Lloyd.(d)
    
    This category invests in the M&G All Stocks Corporate Bond Fund and the Legal & General
(LG) AAA Fixed interest  Over 15 Year Fund. These funds, respectively, invest primarily in
investment grade corporate bonds, as well as other debt instruments, including higher
yielding corporate bonds, government debt, convertible and preferred stocks, money market
instruments and equities; and in long-dated sterling denominated AAA-rated corporate bonds,
as well as smaller holdings in gilts  both providing a fixed rate of interest.(e)
    
    This category invests mainly in long term gilts through the LG Over 15 Year Gilts Index
and the M&G PP Discretionary Fund.(f)
    
    This category invests in the M&G UK Property Fund. The fund invests directly in
commercial properties in the UK and is actively managed against its performance benchmark
of the BNY Mellon CAPS Pooled Fund Property Median. The fund is well diversified investing
in the retail, office and industrial sectors of the market. A small portion of this
category is also held in the M&G PP Discretionary Fund.(g)
    
    This category invests in insurance policies in the name of the individual plan members.
  66




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Delta Lloyd
    
    
    Insurance(Thousands)
    
    Fixed Income
    
    
    ReservesBalance at January 1, 2009
    
    $
    4,425
    
    
    $
    1,100Purchases
    
    
    1,752
    
    
    
    153Sales/Maturities
    
    
    (1,498
    )
    
    
    (31
    )Foreign currency translation
    
    
    123
    
    
    
    33Balance at December 31, 2009
    
    $
    4,802
    
    
    $
    1,255
  Projected Benefit Obligation
    
    
    Accumulated BenefitExceeds the Fair Value of
    
    
    Obligation Exceeds the FairPlans Assets
    
    
    Value of Plans Assets(Thousands)
    
    2008
    
    
    2008Projected benefit obligation
    
    $
    30,932
    
    
    $
    24,169Accumulated benefit obligation
    
    $
    28,272
    
    
    $
    22,706Fair value of plan assets
    
    $
    17,250
    
    
    $
    11,658
  Year
    
    Pension Benefits (Thousands)Employer contributions2010
    
    $
    1,842Benefit Payments2010
    
    $
    8212011
    
    
    1,5052012
    
    
    1,3682013
    
    
    1,3882014
    
    
    1,0482015  2019
    
    
    6,944
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Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Service cost
    
    $
    482
    
    
    $
    765
    
    
    $
    783Interest cost
    
    
    1,888
    
    
    
    2,140
    
    
    
    1,885Expected return on assets
    
    
    (1,211
    )
    
    
    (1,529
    )
    
    
    (1,405
    )Net amortization
    
    
    171
    
    
    
    83
    
    
    
    157Net periodic pension cost
    
    $
    1,330
    
    
    $
    1,459
    
    
    $
    1,420
 Other Changes in Plan Assets and Benefit Obligations Recognized in Other  Comprehensive Income
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008Current year actuarial loss
    
    $
    614
    
    
    $
    3,435Amortization of actuarial loss
    
    
    (124
    )
    
    
    (29
    )Amortization of transition obligation
    
    
    (47
    )
    
    
    (54
    )Foreign currency exchange
    
    
    326
    
    
    
    (906
    )Total recognized in other comprehensive income
    
    $
    769
    
    
    $
    2,446Total recognized in net periodic pension cost and other comprehensive income
    
    $
    2,099
    
    
    $
    3,905
  Net transition obligation
    
    $
    11Net actuarial loss
    
    
    150Total at December 31
    
    $
    161
  2009
    
    
    2008
    
    
    2007Weighted average actuarial assumptions at December 31:Discount rate
    
    
    5.51
    %
    
    
    5.63
    %
    
    
    4.89
    %Expected annual return on plan assets
    
    
    6.30
    %
    
    
    6.25
    %
    
    
    6.45
    %Rate of increase in compensation levels
    
    
    3.97
    %
    
    
    4.08
    %
    
    
    3.90
    %
    68




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12. Provision for Income Taxes
  Year Ended December 31(Thousands)
    
    2009
    
    
    2008*
    
    
    2007*CurrentFederal
    
    $
    6,005
    
    
    $
    11,765
    
    
    $
    1,138State and local
    
    
    943
    
    
    
    829
    
    
    
    (17
    )Foreign
    
    
    2,436
    
    
    
    3,720
    
    
    
    3,4189,384
    
    
    
    16,314
    
    
    
    4,539DeferredFederal
    
    
    1,897
    
    
    
    (2,349
    )
    
    
    (473
    )State and local
    
    
    343
    
    
    
    398
    
    
    
    292Foreign
    
    
    130
    
    
    
    (351
    )
    
    
    2,2892,370
    
    
    
    (2,302
    )
    
    
    2,108Provision for income taxes for continuing operations
    
    $
    11,754
    
    
    $
    14,012
    
    
    $
    6,647
    Year Ended December 312009
    
    
    2008*
    
    
    2007*U.S. federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal income tax benefit
    
    
    2.3
    
    
    
    2.0
    
    
    
    1.4Deferred tax related to equity investment
    
    
    (1.5
    )
    
    
    -
    
    
    
    -Tax rate differential on foreign income
    
    
    (0.8
    )
    
    
    (4.0
    )
    
    
    0.2Valuation allowance release
    
    
    (9.7
    )
    
    
    -
    
    
    
    -Net foreign tax credits
    
    
    -
    
    
    
    0.6
    
    
    
    5.7Tax statute expiration
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (7.8
    )Change in uncertain tax positions
    
    
    0.2
    
    
    
    2.0
    
    
    
    8.9Change in tax rates
    
    
    -
    
    
    
    -
    
    
    
    (6.7
    )Other  net
    
    
    (1.3
    )
    
    
    (1.7
    )
    
    
    (0.3
    )Effective income tax rate for continuing operations
    
    
    23.7
    %
    
    
    33.4
    %
    
    
    36.4
    %
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Year Ended December 31(Thousands)
    
    2009
    
    
    2008*
    
    
    2007*Continuing operations
    
    $
    11,754
    
    
    $
    14,012
    
    
    $
    6,647Discontinued operations
    
    
    -
    
    
    
    1,560
    
    
    
    (91
    )Other comprehensive income
    
    
    1,028
    
    
    
    (9,507
    )
    
    
    3,449Total provision for income taxes
    
    $
    12,782
    
    
    $
    6,065
    
    
    $
    10,005
   Type (Thousands)
    
    Amount
    
    
    Expiration DateForeign tax credits
    
    $
    10,209
    
    
    
    2011-2019State tax credits
    
    
    1,050
    
    
    
    2027Operating loss carryforwards  state*
    
    
    40,417
    
    
    
    2012-2027Operating loss carryforwards  foreign
    
    
    235
    
    
    None
 *Of the total state operating loss-carryforwards, approximately 90% expire in 2019 or
later.
  December 31(Thousands)
    
    2009
    
    
    2008*Deferred tax assets**State net operating loss and credit carryforwards***
    
    $
    13,175
    
    
    $
    15,037Accruals
    
    
    9,151
    
    
    
    6,932Inventories
    
    
    9,694
    
    
    
    5,764Pensions
    
    
    11,764
    
    
    
    15,849Valuation allowance
    
    
    (3,495
    )
    
    
    (7,977
    )Total deferred tax assets
    
    
    40,289
    
    
    
    35,605Deferred tax liabilitiesProperty, plant and equipment
    
    $
    19,503
    
    
    $
    11,796Goodwill and other intangible assets
    
    
    1,357
    
    
    
    62U.S. liability on Belgian net deferred tax assets
    
    
    8
    
    
    
    42U.S. liability on deferred foreign income
    
    
    -
    
    
    
    733Cumulative translation adjustment on undistributed earnings
    
    
    1,074
    
    
    
    1,174Total deferred tax liabilities
    
    
    21,942
    
    
    
    13,807Net deferred tax asset
    
    $
    18,347
    
    
    $
    21,798
 * Results have been retrospectively adjusted to incorporate the adoption of guidance within ASC
470-20 Debt with Conversion and Other Options. (Refer to Note 7).
 **Uncertain tax liabilities of approximately $66 thousand and $60 thousand fully offset the foreign
net operating losses and credit carryforwards in 2009 and 2008, respectively.
 ***Uncertain tax net indirect benefits of approximately $4.7 million and $2.4 million are included
in the U.S. net operating loss and credit carryforwards in 2009 and 2008, respectively.
  70




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##### Table of Contents



State
    
    
    TotalU.S. Foreign
    
    
    Operating Loss
    
    
    Valuation(Thousands)
    
    Tax Credits
    
    
    Carryforwards
    
    
    AllowanceBalance as of January 1, 2008
    
    $
    5,918
    
    
    $
    300
    
    
    $
    6,218Increase due to uncertainty in realization of tax benefits
    
    
    3,943
    
    
    
    -
    
    
    
    3,943Decrease due to a reduction of tax benefits in the current year
    
    
    (1,946
    )
    
    
    -
    
    
    
    (1,946
    )Decrease due to utilization of state net operating loss carryforwards
    
    
    -
    
    
    
    (238
    )
    
    
    (238
    )Balance as of December 31, 2008
    
    
    7,915
    
    
    
    62
    
    
    
    7,977Increase due to uncertainty of realization of tax benefit
    
    
    337
    
    
    
    -
    
    
    
    337Decrease due to utilization of foreign tax credit carryforwards
    
    
    (1,688
    )
    
    
    -
    
    
    
    (1,688
    )Decrease due to recognition of tax benefits in current year
    
    
    (3,131
    )
    
    
    -
    
    
    
    (3,131
    )Balance as of December 31, 2009
    
    $
    3,433
    
    
    $
    62
    
    
    $
    3,495
  (Thousands)
    
    2009
    
    
    2008
    
    
    2007Balance at January 1
    
    $
    12,249
    
    
    $
    11,953
    
    
    $
    9,477Gross increases for tax positions of prior years
    
    
    266
    
    
    
    1,919
    
    
    
    124Gross decreases for tax positions of prior years
    
    
    (1,014
    )
    
    
    (2,100
    )
    
    
    (1,187
    )Gross increases for tax positions of current year
    
    
    803
    
    
    
    809
    
    
    
    4,476Lapse of statute of limitations
    
    
    (141
    )
    
    
    (332
    )
    
    
    (937
    )Settlements
    
    
    (459
    )
    
    
    -
    
    
    
    -Balance at December 31
    
    $
    11,704
    
    
    $
    12,249
    
    
    $
    11,953
     Jurisdiction
    
    YearsUnited States
    
    2000, 2003, 2005  2009Kentucky
    
    2005  2009Canada
    
    2005  2009Pennsylvania
    
    2004  2009Germany
    
    2007  2009UK
    
    2003  2009Belgium
    
    1999  2009
 71




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13. Accumulated Other Comprehensive Income (Loss)
 AccumulatedCurrency
    
    
    Pension
    
    
    
    
    
    
    OtherTranslation
    
    
    Benefit
    
    
    Derivatives and
    
    
    Comprehensive(Thousands)
    
    Adjustments
    
    
    Adjustments
    
    
    Other
    
    
    Income (Loss)Balance, January 1, 2007
    
    $
    19,279
    
    
    $
    (8,406
    )
    
    $
    (568
    )
    
    $
    10,305Net Change
    
    
    2,557
    
    
    
    3,648
    
    
    
    498
    
    
    
    6,703Balance, December 31, 2007
    
    
    21,836
    
    
    
    (4,758
    )
    
    
    (70
    )
    
    
    17,008Net Change
    
    
    (4,744
    )
    
    
    (17,959
    )
    
    
    (755
    )
    
    
    (23,458
    )Balance, December 31, 2008
    
    
    17,092
    
    
    
    (22,717
    )
    
    
    (825
    )
    
    
    (6,450
    )Net Change
    
    
    3,526
    
    
    
    3,183
    
    
    
    (1,265
    )
    
    
    5,444Balance, December 31, 2009
    
    $
    20,618
    
    
    $
    (19,534
    )
    
    $
    (2,090
    )
    
    $
    (1,006
    )
   14. Supplemental Cash Flow Information
    15. Derivative Instruments
  72




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##### Table of Contents



Asset DerivativesDecember 31,
    
    
    December 31,(Thousands)
    
    Balance Sheet Locations
    
    
    2009
    
    
    2008Derivatives designated as hedging
instruments under ASC 815:Foreign exchange contracts
    
    Other current assets
    
    $
    60
    
    
    $
    1,153Natural gas contracts
    
    Other current assets
    
    
    5
    
    
    
    Currency swap
    
    Other assets
    
    
    210
    
    
    
    662Natural gas contracts
    
    Other assets
    
    
    4
    
    
    
    Total derivatives designated as hedging
instruments under ASC 815
    
    
    
    
    
    
    279
    
    
    
    1,815Derivatives not designated as hedging
instruments under ASC 815:Foreign exchange contracts
    
    Other current assets
    
    
    25
    
    
    
    14Total asset derivatives
    
    
    
    
    
    $
    304
    
    
    $
    1,829
  Liability DerivativesDecember 31,
    
    
    December 31,(Thousands)
    
    Balance Sheet Locations
    
    
    2009
    
    
    2008Derivatives designated as hedging 
instruments under ASC 815:Foreign exchange contracts
    
    Accounts payable and accrued liabilities
    
    $
    716
    
    
    $
    63Natural gas contracts
    
    Accounts payable and accrued liabilities
    
    
    1,211
    
    
    
    1,323Natural gas contracts
    
    Accrued pension and other liabilities
    
    
    852
    
    
    
    1,048Total derivatives designated as hedging 
instruments under ASC 815
    
    
    
    
    
    
    2,779
    
    
    
    2,434Derivatives not designated as hedging 
instruments under ASC 815:Foreign exchange contracts
    
    Accounts payable and accrued liabilities
    
    
    -
    
    
    
    39Total liability derivatives
    
    
    
    
    
    $
    2,779
    
    
    $
    2,473
  Cash Flow Hedges
  73




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(Thousands)
    
    December 31, 2009
    
    
    December 31, 2008Accumulated OCI derivative loss (income) at January 1, 2009
    
    $
    1,295
    
    
    $
    (538
    )Effective portion of changes in fair value
    
    
    3,169
    
    
    
    1,459Reclassifications from accumulated OCI derivative gain to earnings
    
    
    (1,129
    )
    
    
    424Foreign currency translation
    
    
    (140
    )
    
    
    (50
    )Accumulated OCI derivative loss at December 31, 2009
    
    $
    3,195
    
    
    $
    1,295
 Amount of (Gain) or LossDerivatives in ASC 815 Cash
    
    Recognized in OCI on DerivativesFlow Hedging Relationships
    
    (Effective Portion)December 31,(Thousands)
    
    2009
    
    
    2008
    
    
    2007Foreign Exchange Contracts
    
    $
    1,261
    
    
    $
    (1,842
    )
    
    $
    Currency Swap
    
    
    (506
    )
    
    
    1,434
    
    
    
    78Natural Gas Contracts
    
    
    2,414
    
    
    
    1,867
    
    
    
    781Total
    
    $
    3,169
    
    
    $
    1,459
    
    
    $
    859
 Amount of Gain or (Loss)Derivatives in ASC 815 Cash Flow
    
    
    
    
    
    Reclassified from AccumulatedHedging Relationships
    
    Location of Gain or
    
    
    OCI in Income (Effective Portion) *(Loss) Recognized in
    
    
    December 31,(Thousands)
    
    Income on Derivatives
    
    
    2009
    
    
    2008
    
    
    2007Foreign Exchange Contracts
    
    Cost of products sold
    
    $
    1,038
    
    
    $
    316
    
    
    $
    Currency Swap
    
    Interest expense
    
    
    (35
    )
    
    
    (123
    )
    
    
    (165
    )Natural Gas Contracts
    
    Cost of products sold
    
    
    (2,132
    )
    
    
    230
    
    
    
    (832
    )Total
    
    
    
    
    
    $
    (1,129
    )
    
    $
    423
    
    
    $
    997
 Amount of LossRecognized in Income onDerivatives (IneffectivePortion and AmountDerivatives in ASC 815 Cash Flow
    
    
    
    
    
    Excluded fromHedging Relationships
    
    Location of
    
    
    Effectiveness Testing)Loss Recognized in
    
    
    December 31,(Thousands)
    
    Income on Derivatives
    
    
    2009
    
    
    2008
    
    
    2007Foreign Exchange Contracts
    
    Other expense  net
    
    $
    (20
    )
    
    $
    (21
    )
    
    $
    Currency Swap
    
    Other expense  net
    
    
    
    
    
    
    
    
    
    
    Natural Gas Contracts
    
    Other expense  net
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    (20
    )
    
    $
    (21
    )
    
    $
    
 *
    
    Assuming market rates remain constant with the rates at December 31, 2009, a loss of $2.0 million
is expected to be recognized in earnings over the next 12 months.  December 31,
    
    
    December 31,
    
    
    December 31,(in thousands except for mmbtu)
    
    2009
    
    
    2008
    
    
    2007Natural gas contracts (mmbtu)
    
    
    1,070,000
    
    
    
    1,290,000
    
    
    
    970,000Foreign exchange contracts
    
    $
    14,552
    
    
    $
    21,386
    
    
    $
    -Currency swap
    
    $
    3,646
    
    
    $
    4,293
    
    
    $
    4,889
 74




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Other
  Amount of LossRecognized in Income onDerivatives Not Designated as

    
    Location of
    
    DerivativesHedging Instruments Under ASC 815
    
    Loss Recognized in
    
    December 31,(Thousands)
    
    Income on Derivatives
    
    2009
    
    
    2008
    
    
    2007Foreign Exchange Contracts *
    
    Other expense - net
    
    $
    (294
    )
    
    $
    (725
    )
    
    $
    7Total
    
    
    
    $
    (294
    )
    
    $
    (725
    )
    
    $
    7
   16. Contingencies
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17. Basic and Diluted Net Income from Continuing Operations Per Common Share
  For the Year Ended(Dollars in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007Income from continuing operations available to common shareholders
    
    $
    39,159
    
    
    $
    28,840
    
    
    $
    13,597Weighted Average Shares OutstandingBasic
    
    
    54,757,279
    
    
    
    44,679,169
    
    
    
    39,788,063Effect of Dilutive Securities
    
    
    1,771,994
    
    
    
    8,706,256
    
    
    
    10,769,218Diluted
    
    
    56,529,273
    
    
    
    53,385,425
    
    
    
    50,557,281Basic net income from continuing operations per common share
    
    $
    .72
    
    
    $
    .65
    
    
    $
    .34Diluted net income from continuing operations per common share
    
    $
    .69
    
    
    $
    .54
    
    
    $
    .27
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18. Segment Information
  Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Net salesActivated Carbon and Service
    
    $
    358,196
    
    
    $
    342,326
    
    
    $
    295,608Equipment
    
    
    43,916
    
    
    
    47,288
    
    
    
    41,328Consumer
    
    
    9,798
    
    
    
    10,656
    
    
    
    14,188Consolidated net sales
    
    $
    411,910
    
    
    $
    400,270
    
    
    $
    351,124
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008*
    
    
    2007*Income (loss) from continuing operations before 
amortizationActivated Carbon and Service
    
    $
    53,051
    
    
    $
    53,368
    
    
    $
    28,038Equipment
    
    
    1,629
    
    
    
    6,018
    
    
    
    (1,715
    )Consumer
    
    
    14
    
    
    
    (159
    )
    
    
    2,029$
    54,694
    
    
    $
    59,227
    
    
    $
    28,352Reconciling items:Amortization
    
    
    (1,261
    )
    
    
    (1,544
    )
    
    
    (1,796
    )Interest income
    
    
    459
    
    
    
    1,504
    
    
    
    1,695Interest expense
    
    
    (286
    )
    
    
    (6,024
    )
    
    
    (8,543
    )Loss on debt extinguishment (Refer to Note 7)
    
    
    (899
    )
    
    
    (8,918
    )
    
    
    Other expense - net
    
    
    (3,089
    )
    
    
    (2,247
    )
    
    
    (1,441
    )Consolidated income from continuing operations before income taxes and equity
in income of equity investments
    
    $
    49,618
    
    
    $
    41,998
    
    
    $
    18,267
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007DepreciationActivated Carbon and Service
    
    $
    15,666
    
    
    $
    13,854
    
    
    $
    14,542Equipment
    
    
    955
    
    
    
    997
    
    
    
    628Consumer
    
    
    248
    
    
    
    279
    
    
    
    282$
    16,869
    
    
    $
    15,130
    
    
    $
    15,452Amortization
    
    
    1,261
    
    
    
    1,544
    
    
    
    1,796Consolidated depreciation and amortization
    
    $
    18,130
    
    
    $
    16,674
    
    
    $
    17,248
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008*
    
    
    2007*Total assetsActivated Carbon and Service
    
    $
    368,363
    
    
    $
    334,675
    
    
    $
    297,862Equipment
    
    
    44,001
    
    
    
    38,867
    
    
    
    31,261Consumer
    
    
    13,354
    
    
    
    13,720
    
    
    
    13,454Consolidated total assets
    
    $
    425,718
    
    
    $
    387,262
    
    
    $
    342,577
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Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Property, plant and equipment expendituresActivated Carbon and Service
    
    $
    45,907
    
    
    $
    33,033
    
    
    $
    10,947Equipment
    
    
    2,392
    
    
    
    1,294
    
    
    
    684Consumer
    
    
    63
    
    
    
    615
    
    
    
    158Consolidated property, plant and equipment expenditures
    
    $
    48,362
    (1)
    
    $
    34,942
    (2)
    
    $
    11,789
 (1)
    
    Includes $2.8 million which is included in accounts payable and accrued liabilities at
December 31, 2009.(2)
    
    Includes $2.7 million which is included in accounts payable and accrued liabilities at
December 31, 2008.
 Net Sales by Product:
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Carbon products
    
    $
    336,986
    
    
    $
    317,940
    
    
    $
    267,934Capital equipment
    
    
    35,367
    
    
    
    35,155
    
    
    
    31,601Equipment leasing
    
    
    15,232
    
    
    
    16,020
    
    
    
    13,943Spare parts
    
    
    8,549
    
    
    
    8,581
    
    
    
    9,727Carbon cloth products
    
    
    7,918
    
    
    
    12,133
    
    
    
    11,262Home consumer products
    
    
    1,880
    
    
    
    2,074
    
    
    
    2,926Other services
    
    
    5,978
    
    
    
    8,367
    
    
    
    13,731Total sales
    
    $
    411,910
    
    
    $
    400,270
    
    
    $
    351,124
 Geographic Information
 Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Net salesUnited States
    
    $
    238,241
    
    
    $
    218,864
    
    
    $
    192,843United Kingdom
    
    
    24,967
    
    
    
    25,913
    
    
    
    28,569Germany
    
    
    17,131
    
    
    
    17,111
    
    
    
    17,056Canada
    
    
    15,517
    
    
    
    17,721
    
    
    
    13,312France
    
    
    14,874
    
    
    
    16,562
    
    
    
    13,953Japan
    
    
    13,590
    
    
    
    10,656
    
    
    
    10,304Belgium
    
    
    8,875
    
    
    
    10,888
    
    
    
    8,738Spain
    
    
    7,716
    
    
    
    6,702
    
    
    
    5,565Netherlands
    
    
    7,037
    
    
    
    7,336
    
    
    
    5,192China
    
    
    6,871
    
    
    
    9,127
    
    
    
    3,954Singapore
    
    
    5,704
    
    
    
    2,066
    
    
    
    2,261South Korea
    
    
    5,559
    
    
    
    2,431
    
    
    
    1,952Switzerland
    
    
    4,971
    
    
    
    5,286
    
    
    
    4,492Mexico
    
    
    4,465
    
    
    
    5,317
    
    
    
    4,285Finland
    
    
    3,017
    
    
    
    3,427
    
    
    
    2,534Other
    
    
    33,375
    
    
    
    40,863
    
    
    
    36,114Consolidated net sales
    
    $
    411,910
    
    
    $
    400,270
    
    
    $
    351,124
  82




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Year Ended December 31(Thousands)
    
    2009
    
    
    2008
    
    
    2007Long-lived assetsUnited States
    
    $
    139,832
    
    
    $
    113,528
    
    
    $
    95,142Belgium
    
    
    30,964
    
    
    
    25,455
    
    
    
    25,343Japan
    
    
    10,760
    
    
    
    11,566
    
    
    
    9,148United Kingdom
    
    
    9,265
    
    
    
    8,620
    
    
    
    11,684China
    
    
    6,822
    
    
    
    7,382
    
    
    
    7,209Canada
    
    
    3,579
    
    
    
    3,029
    
    
    
    3,454Germany
    
    
    48
    
    
    
    3,963
    
    
    
    61France
    
    
    2
    
    
    
    2
    
    
    
    2201,272
    
    
    
    173,545
    
    
    
    152,043Deferred taxes
    
    
    2,601
    
    
    
    13,129
    
    
    
    6,419Consolidated long-lived assets
    
    $
    203,873
    
    
    $
    186,674
    
    
    $
    158,462
 83




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##### Table of Contents



. Related Party Transactions
  . Subsequent Events
    84




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##### Table of Contents



QUARTERLY FINANCIAL DATA  UNAUDITED
 2009
    
    
    2008 *(Thousands except per share data)
    
    1stQuarter
    
    
    2ndQuarter
    
    
    3rdQuarter
    
    
    4thQuarter
    
    
    1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th QuarterNet sales
    
    $
    90,633
    
    
    $
    103,090
    
    
    $
    107,495
    
    
    $
    110,692
    
    
    $
    90,331
    
    
    $
    108,476
    
    
    $
    99,069
    
    
    $
    102,394Net sales less cost of products
sold from continuing operations
    
    $
    29,419
    
    
    $
    32,771
    
    
    $
    36,406
    
    
    $
    46,717
    
    
    $
    28,566
    
    
    $
    37,455
    
    
    $
    33,608
    
    
    $
    33,756Net income from
continuing operations
    
    $
    5,974
    
    
    $
    6,098
    
    
    $
    13,859
    
    
    $
    13,228
    
    
    $
    10,373
    
    
    $
    9,284
    
    
    $
    2,434
    
    
    $
    6,749Income (loss) from
discontinued operations
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    3,447
    
    
    $
    (211
    )
    
    $
    (443
    )Net income
    
    $
    5,974
    
    
    $
    6,098
    
    
    $
    13,859
    
    
    $
    13,228
    
    
    $
    10,373
    
    
    $
    12,731
    
    
    $
    2,223
    
    
    $
    6,306Common Stock Data:Basic:Income from
continuing operations
per common share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.25
    
    
    $
    0.24
    
    
    $
    0.26
    
    
    $
    0.23
    
    
    $
    0.05
    
    
    $
    0.13Income (loss) from
discontinued operations
per common share
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    0.09
    
    
    $
    -
    
    
    $
    (0.01
    )Net income per
common share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.25
    
    
    $
    0.24
    
    
    $
    0.26
    
    
    $
    0.32
    
    
    $
    0.05
    
    
    $
    0.12Diluted:Income from
continuing operations
per common share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.25
    
    
    $
    0.23
    
    
    $
    0.20
    
    
    $
    0.18
    
    
    $
    0.04
    
    
    $
    0.12Income (loss) from
discontinued operations
per common share
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    0.06
    
    
    $
    -
    
    
    $
    (0.01
    )Net income per
common share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.25
    
    
    $
    0.23
    
    
    $
    0.20
    
    
    $
    0.24
    
    
    $
    0.04
    
    
    $
    0.11Average common
shares outstandingBasic
    
    
    54,117
    
    
    
    54,331
    
    
    
    54,940
    
    
    
    55,622
    
    
    
    40,240
    
    
    
    40,558
    
    
    
    44,625
    
    
    
    53,247Diluted
    
    
    56,079
    
    
    
    56,285
    
    
    
    56,448
    
    
    
    56,654
    
    
    
    51,756
    
    
    
    52,025
    
    
    
    53,798
    
    
    
    55,662
  85




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:
  
 Item 9A. Controls and Procedures:
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
 Attestation Report of the Independent Registered Public Accounting Firm
 Changes in Internal Control
 
 Item 9B. Other Information:
  86




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PART III
 
 Item 10. Directors, Executive Officers, and Corporate Governance of the Registrant:
  
 Item 11. Executive Compensation:
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters:
  Equity Compensation Plan Information
 Number of 
securities 
remainingNumber of 
securities to be
    
    
    
    
    
    
    available for future 
issuance underissued upon 
exercise of 
outstanding
    
    
    Weighted-average 
exercise price of 
outstanding
    
    
    equity 
compensation 
plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securities reflectedand rights
    
    
    and rights
    
    
    in column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity 
compensation plans 
approved by 
security holders
    
    
    1,280,640
    
    
    $
    6.98
    
    
    
    1,861,250Equity 
compensation plans not
approved by 
security holders
    
    
    -
    
    
    
    -
    
    
    
    49,490
    (1)Total
    
    
    1,280,640
    
    
    $
    6.98
    
    
    
    1,910,740
 (1)
    
    On December 31, 2009 there were 49,490 shares available for issuance under the Companys
1997 Directors Fee Plan, as last amended in 2005. The Plan provides non-employee directors
of the Company with payment alternatives for retainer fees by being able to elect to receive
Common Stock of the Company instead of cash for such fees. Under the plan, directors have the
alternative to elect their retainer fees in a current payment of shares of Common Stock of the
Company, or to defer payment of such fees into a Common Stock account. Shares which are
deferred are credited to a deferred stock compensation other liability account maintained by
the Company. On each date when director fees are otherwise payable to a director who has made
a stock deferral election, his or her stock deferral account will be credited with a number of
shares equal to the cash amount of the directors fees payable divided by the fair market
value of one share of the Common Stock on the date on which the fees are payable. Dividends
or other distributions payable on Common Stock are similarly credited to the deferred stock
account of a director on the date when such dividends or distributions are payable. The
deferred stock compensation accounts are payable to the directors in accordance with their
stock deferral elections and are typically paid either in a lump sum or in annual installments
after the retirement or other termination of service of the director from the Companys Board
of Directors.
  87




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##### Table of Contents



Item 13. Certain Relationships, Related Transactions, and Director Independence:
  
 Item 14. Principal Accounting Fees and Services:
  88




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PART IV
 
 Item 15. Exhibits and Financial Statements Schedules:
 A.
    
    Financial Statements and Reports of Independent Registered Public Accounting Firm
(see Part II, Item 8 of thisForm 10-K).
  PageReport of Management
    
    
    40Internal Controls  Report of Independent Registered Public Accounting Firm
    
    
    41Financial Statements  Report of Independent Registered Public Accounting Firms
    
    
    42Consolidated Statements of Income and Comprehensive Income for the Years
Ended December 31, 2009, 2008 and 2007
    
    
    43Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    44Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
    
    
    45Consolidated Statements of Shareholders Equity for Years Ended December 31, 2009, 2008 and 2007
    
    
    46Notes to the Consolidated Financial Statements
    
    
    47
 89




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##### Table of Contents



B. Financial Statements Scheduled for the years ended December 31, 2009, 2008 and 2007
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  
 90




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##### Table of Contents



Schedule II
 Valuation
and Qualifying Accounts  (Thousands)
 Balance at
    
    
    Additions
    
    
    Deductions
    
    
    BalanceBeginning
    
    
    Charged to Costs
    
    
    Returns and
    
    
    at EndDescription
    
    of Year
    
    
    and Expenses
    
    
    Write-Offs
    
    
    of YearYear ended December 31, 2009Allowance for doubtful accounts
    
    $
    1,596
    
    
    $
    565
    
    
    $
    (190
    )
    
    $
    1,971Year ended December 31, 2008Allowance for doubtful accounts
    
    $
    2,834
    
    
    $
    199
    
    
    $
    (1,437
    )
    
    $
    1,596Year ended December 31, 2007Allowance for doubtful accounts
    
    
    1,981
    
    
    
    1,239
    
    
    
    (386
    )
    
    
    2,834
 Balance at
    
    
    Additions
    
    
    Deductions
    
    
    BalanceBeginning
    
    
    Charged to Costs
    
    
    Returns and
    
    
    at EndDescription
    
    of Year
    
    
    and Expenses
    
    
    Write-Offs
    
    
    of YearYear ended December 31, 2009Income tax valuation allowance
    
    $
    7,977
    
    
    $
    337
    
    
    $
    (4,819
    )
    
    $
    3,495Year ended December 31, 2008Income tax valuation allowance
    
    
    6,218
    
    
    
    3,943
    
    
    
    (2,184
    )
    
    
    7,977Year ended December 31, 2007Income tax valuation allowance
    
    
    5,742
    
    
    
    2,441
    
    
    
    (1,965
    )
    
    
    6,218
 91




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##### Table of Contents



C. Exhibits
 Page3.1
    
    Restated Certificate of Incorporation
    
    (a)3.2
    
    Amended and Restated By-laws of the Company
    
    (b)4.1
    
    Rights Agreement, dated as of January 27, 2005
    
    Filed herewith10.1*
    
    Calgon Carbon Corporation 2008 Equity Incentive Plan
    
    (c)10.2*
    
    1997 Directors Fee Plan
    
    (d)10.3*
    
    Employment Agreement between Calgon Carbon Corporation and C. H. S. (Kees) Majoor, dated December 21, 2000.
    
    Filed herewith10.4
    
    Credit Agreement, dated May 8, 2009
    
    (e)10.5
    
    First Amendment to Credit Agreement, dated as of November 30, 2009
    
    (f)10.6*
    
    Employment Agreement between Calgon Carbon Corporation and John S. Stanik, dated February 5, 2010
    
    (g)10.7*
    
    Employment Agreement between Calgon Carbon Corporation and Leroy M. Ball, dated February 5, 2010
    
    (h)10.8*
    
    Employment Agreement between Calgon Carbon Corporation and Gail A. Gerono, dated February 5, 2010
    
    (i)10.9*
    
    Employment Agreement between Calgon Carbon Corporation and Robert P. OBrien, dated February 5, 2010
    
    (j)10.10*
    
    Employment Agreement between Calgon Carbon Corporation and Richard D. Rose, dated February 5, 2010
    
    (k)10.11*
    
    Employment Agreement between Calgon Carbon Corporation and James A. Sullivan, dated February 5, 2010
    
    (l)10.12
    
    Redemption, Asset Transfer and Contribution Agreement by and among Calgon Mitsubishi Chemical Corporation, Mitsubishi Chemical
Corporation and Calgon Carbon Corporation, dated February 12, 2010
    
    Filed herewith10.13*
    
    Separation Agreement and Release between Calgon Carbon Corporation and Dennis Sheedy, effective October 14, 2009
    
    Filed herewith10.14*
    
    Addendum to Employment Agreement between Calgon Carbon Corporation and C.H.S. (Kees) Majoor
    
    Filed herewith10.15*
    
    Addendum to Employment Agreement
between Calgon Carbon Corporation and C.H.S. (Kees) Majoor, dated
January 2004
    
    Filed herewith10.16*
    
    Addendum Change of
Control to Employment Agreement between Calgon Carbon Corporation and C.H.S. (Kees) Majoor, dated
as of December 15, 2008
    
    Filed herewith14.1
    
    Code of Business Conduct and Ethics
    
    (m)21.0
    
    The wholly owned subsidiaries of the Company at December 31, 2009 are Chemviron Carbon GmbH, a German corporation; Calgon Carbon
Canada, Inc., a Canadian corporation; Chemviron Carbon Ltd., a United Kingdom corporation; Calgon Carbon Investments, Inc., a Delaware
corporation; Solarchem Environmental Systems, Inc., a Nevada corporation; Charcoal Cloth (International) Ltd., a United Kingdom
corporation; Charcoal Cloth Ltd., a United Kingdom corporation; Waterlink (UK) Holdings Ltd., a United Kingdom corporation, Sutcliffe
Croftshaw Ltd., a United Kingdom corporation; Sutcliffe Speakman Ltd., a United Kingdom corporation; Sutcliffe Speakman Carbons Ltd., a
United Kingdom corporation; Lakeland Processing Ltd., a United Kingdom corporation; Sutcliffe Speakmanco 5 Ltd., a United Kingdom
corporation; Chemviron Carbon ApS, a Danish corporation; Advanced Separation Technologies Incorporated, a Florida corporation; Calgon
Carbon (Tianjin) Co., Ltd., a Chinese corporation; Datong Carbon Corporation, a Chinese corporation; Calgon Carbon Asia PTE Ltd., a
Singapore corporation; BSC Columbus, LLC, a Delaware limited liability company; CCC Columbus, LLC, a Delaware limited liability
company; and CCC Distribution LLC, a Delaware limited liability company. In addition, the Company owns 49% of Calgon Mitsubishi
Chemical Corporation, a Japanese corporation and 20% of Calgon Carbon (Thailand) Company Ltd., a Thailand corporation
    
    Filed herewith23.1
    
    Consent of Independent Registered Public Accounting Firm
    
    Filed herewith31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer
    
    Filed herewith31.2
    
    Rule 13a-14(a) Certification of Chief Financial
Officer
    
    Filed herewith32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.2
    
    Certification of Chief Financial
Officer `Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewithNote:
    
    The Registrant hereby undertakes to furnish, upon request of the Commission, copies of all instruments defining the rights of holders
of long-term debt of the Registrant and its consolidated subsidiaries. The total amount of securities authorized thereunder does not
exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.(a)
    
    Incorporated herein by reference to Exhibit 3.1 to the Companys report on Form 10-Q filed for the fiscal quarter ended June 30, 2009.(b)
    
    Incorporated herein by reference to Exhibit 3.2 to the Companys report on Form 10-K filed for the fiscal year ended December 31, 2009.(c)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on Form 8-K filed May 15, 2008.(d)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on Form 10-K filed for the fiscal year ended December 31, 2005.(e)
    
    Incorporated herein by reference to Exhibit 10.6 to the Companys report on Form 10-Q filed for the fiscal quarter ended June 30, 2009.(f)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on Form 8-K filed December 1, 2009.(g)
    
    Incorporated herein by reference to Exhibit 10.1 to the Companys report on Form 8-K filed February 5, 2010.(h)
    
    Incorporated herein by reference to Exhibit 10.2 to the Companys report on Form 8-K filed February 5, 2010.(i)
    
    Incorporated herein by reference to Exhibit 10.3 to the Companys report on Form 8-K filed February 5, 2010.(j)
    
    Incorporated herein by reference to Exhibit 10.4 to the Companys report on Form 8-K filed February 5, 2010.(k)
    
    Incorporated herein by reference to Exhibit 10.5 to the Companys report on Form 8-K filed February 5, 2010.(l)
    
    Incorporated herein by reference to Exhibit 10.6 to the Companys report on Form 8-K filed February 5, 2010.(m)
    
    Incorporated herein by reference
to Exhibit 14.1 to the Companys report on Form 10-K
filed for the fiscal year ended December 31, 2008.* Management contract or compensatory plan, contract or arrangement required to be filed by Item 601(b)(10)(iii)
of Regulation S-K.
 92




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##### Table of Contents

'

SIGNATURES
  Calgon Carbon CorporationBy
    /s/ JOHN S. STANIKJohn S. StanikChairman, President and Chief Executive Officer February 26, 2010  Signature
    
    Title
    
    Date/S/ JOHN S. STANIK

John S. Stanik
    
    Chairman, President and Chief Executive Officer
    
    February 26, 2010/S/ LEROY M. BALL

Leroy M. Ball
    
    Chief Financial Officer (and Principal Accounting Officer)
    
    February 26, 2010/S/ J. RICH ALEXANDER

J. Rich Alexander
    
    Director
    
    February 26, 2010Robert W. Cruickshank

    
    Director/S/ RANDALL S. DEARTH

Randall S. Dearth
    
    Director
    
    February 26, 2010/S/ WILLIAM J. LYONS

William J. Lyons
    
    Director
    
    February 26, 2010/S/ WILLIAM R. NEWLIN

William R. Newlin
    
    Director
    
    February 26, 2010/S/ JULIE S. ROBERTS

Julie S. Roberts
    
    Director
    
    February 26, 2010/S/ TIMOTHY G. RUPERT

Timothy G. Rupert
    
    Director
    
    February 26, 2010/S/ SETH E. SCHOFIELD

Seth E. Schofield
    
    Director
    
    February 26, 2010
 93