Minerals
Annual Report 2007

Plain-text annual report

A NEW DIRECTION NEW LEADERSHIP NEW STRATEGY MINERALS TECHNOLOGIES INC. ANNUAL REPORT 2007 MINERALS TECHNOLOGIES INC. is a resource- and technology-based company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. The Company has two reportable segments: Specialty Minerals and Refractories. The Specialty Minerals segment produces and sells the synthetic mineral product precipi- tated calcium carbonate (PCC) and the processed mineral product quicklime (lime), and mines, processes and sells other natural mineral products, primarily limestone and talc. This segment’s products are used principally in the paper, building materials, paint and coatings, glass, ceramic, polymer, food and pharmaceutical industries. The Refractories segment produces and markets monolithic and shaped refractory materials and specialty products, services and application equipment used primarily by the steel, non-ferrous metal and glass industries. The Company emphasizes research and development. By developing and introducing technologically advanced new products, the Company has been able to anticipate and satisfy changing customer requirements, and to create market opportunities through new product development and product application innovations. Millions of Dollars, Except Per Share Data December 31, December 31, 2006 2007 Net sales Specialty Minerals Segment PCC Products Processed Minerals Products Refractories Segment Operating Income (loss) Net income (loss) Earnings, (loss) per share: $1,077.7 716.6 602.6 114.0 361. 1 (8.5) (63.5) Basic Diluted Research and Development Expenses Depreciation and Amortization Capital Expenditures/Acquisitions* Net cash provided by operating activities Number of shareholders of record Number of employees *Includes Discontinued Operations (3.31) (3.31) 26.3 84.6 49.5 179.7 191 2,706 $1,023.5 675.6 557.0 118.6 347.9 92.4 50.0 2.55 2.53 27.8 80.5 117.5 135.6 209 2,809 TTWO-THOUSAND-SEVEN WAS A YEAR OF CHANGE DEAR SHAREHOLDERS AND TRANSITION FOR MINERALS TECHNOLOGIES, A YEAR THAT SAW A MAJOR REALIGNMENT OF OUR OPERATIONS, AND A YEAR THAT SET A NEW DIRECTION. I BELIEVE THAT OUR COMPANY IS NOW IN A STRONGER POSITION TO RAISE OUR LEVEL OF PERFORMANCE AS A RESULT OF THE ACTIONS WE HAVE TAKEN. I WOULD LIKE TO DISCUSS SOME OF THE CHANGES WE MADE IN 2007, THE REASONS WE MADE THOSE CHANGES AND THE OPPORTUNITIES AND CHALLENGES THAT FACE US IN 2008 AND BEYOND. IN MY LETTER TO YOU LAST YEAR, WHICH WAS SHORTLY AFTER I TOOK OVER AS CEO OF MTI, I RELATED TO YOU WHAT I SAW AS THE MAJOR ISSUES AND CHALLENGES FACING THE COMPANY. THE COMPANY’S PERFORMANCE HAD BEEN STEADILY DECLINING OVER THE PREVIOUS FIVE YEARS; RETURN ON CAPITAL HAD FALLEN TO 6 PERCENT; EARNINGS HAD BEEN FLAT DESPITE INCREASING REVENUES; CAPITAL INVESTMENTS WERE NOT YIELDING TARGETED RETURNS; AND MTI’S SHAREHOLDER RETURN HAD UNDERPERFORMED BOTH THE STANDARD & POORS 500 AND THE S&P MIDCAP 400 MATERIALS SECTOR. I ALSO SHARED WITH YOU MY BELIEF THAT GIVEN THE VALUES FOUNDATION OF THE COMPANY, ALONG WITH A SOLID CORE OF DEDICATED EMPLOYEES AND A PROVEN TRACK RECORD OF BRINGING VALUE- ADDED NEW PRODUCT SOLUTIONS TO “BASIC” INDUSTRIES, THAT WE WOULD BE ABLE TO GET BACK TO PROFITABLE GROWTH AND INCREASING SHAREHOLDER VALUE. TWO-THOUSAND-SEVEN CAN BEST BE CHARACTERIZED AS A YEAR WHEN THE COMPANY REFOCUSED ITSELF ON THE THINGS IT KNOWS HOW TO DO BEST; A YEAR OF LEARNING FOR THE ENTIRE ORGANI- ZATION—LEARNING FROM PAST MISTAKES AS WELL AS LEARNING HOW TO OPERATE MORE EFFECTIVELY AS A TOTAL ORGANIZATION; AND A YEAR WHEN WE BEGAN A MAJOR TRANSFORMATION PROCESS DEDICATED TO IMPROVING OUR CAPABILITY AND MAXIMIZING OUR POTENTIAL. 2007 Net Sales by Product Line (percentage/in millions of dollars) 2007 Net Sales by Geographic Area (percentage/in millions of dollars) 50.3% 27.0% 7.1% 6.5% 5.6% 3.5% Paper PCC $542.0 Refractory Products $290.5 Ground Calcium Carbonate $76.7 Metallurgical Products $70.6 Specialty PCC $60.6 Talc $37.3 54.0% 31.3% 7.7% 7.0% United States $581.9 Europe/Africa $337.4 Canada/Latin America $83.3 Asia $75.1 1 Return on Capital % (percentage) MTI Working Capital* (in millions of dollars) 8.4% 6.4% 7.0% 6.2% 6.0% 9.0% Cost of Capital 10 8 6 4 2 0 81 232.4 81 243.5 221.2 69 300 250 200 150 100 50 85 80 75 70 65 60 2002 2003 2004 2005 2006 2007 * 2010 2005 2006 2007 *not meaningful Working Capital Days Working Capital *Trade Accounts Receivable, Inventories, Accounts Payable Early in the year, we undertook an in-depth strategic review of all our operations. The purpose of this was to develop a clear and objective understanding of the com- petitive positions of each of our businesses and sub-busi- nesses—their strengths, weaknesses, value propositions, and future potential. Upon completion of the review, the management team determined that MTI needed to return to its core compe- tencies and strengths—those areas of business expertise that provided a sound basis for profitable growth. The actions we decided upon were announced last October when we took a pre-tax charge of $157 million to realign our operations. We exited some businesses and consoli- dated some product lines; we also reduced our workforce by 7 percent. By eliminating underperforming assets and consolidating some operations, we have better positioned MTI for future success. The major actions we took were: • Exiting the Synsil® Products product line that had been targeted to the glass industry; • Placing for sale our two ore-processing plants in the Midwest and moving to a "mine to market" strategy with our four mining operations in the United States; • Consolidating our Specialty PCC operations; • Consolidating the merchant coating PCC operations in Europe and modifying the marketing strategy for those products worldwide by reverting to a satellite business model from a merchant business model; • Modifying the infrastructure of our refractories manufacturing operation in China, where we remain committed to our strategy of penetrating the Chinese steel market. We are targeting pre-tax savings of $15 million to $20 million in 2008 from these actions. 2007 PERFORMANCE In March, we instituted a hiring freeze, began to focus on expense control, initiated capital allocation programs along with a streamlined capital investment approval process, and put into place a working capital reduction process. All of these actions were deployed with a sense of urgency, and were designed to provide near-team empha- sis and focus on improving performance in some key areas that needed attention and improvement. We began to see measurable benefits by the fourth quarter, however, the company's overall results were overshadowed by our restructuring charge. The expense control program has changed the slope of our expense growth line as you can see in the chart on page 4. For the first time in six years, the company was able to grow revenue without growing its expenses. Working capital days improved from 81 in 2006 to 69 in 2007, freeing up $22.3 million in additional cash. Operating cash flow of $179.7 million for the year was a record in the company’s history, and free cash flow of $130.2 million was also at a record high level. Our worldwide sales were $1.08 billion for the year, a 5- percent increase over 2006 with foreign exchange having a significant impact as 46 percent of the company’s sales are outside of the United States. Our net loss for the full year was $63.5 million or $3.31 per share. Shareholder return for 2007 at 14.2% outperformed the S&P 500 index increase of 5.5% while performing below the S&P MidCap 400 Materials Sector index, which increased 22.3%. TRANSFORMATION Many of the processes we put into place in 2007 were aimed at transforming the company's culture—moving toward higher performance and speed by becoming more open and transparent across all businesses and resource units. We are also establishing increased accountability at all levels of the company, which will also help to drive change. Through the restructuring, our employees now have a better focus on the direction we are taking and the core competencies needed for success. Everyone now bet- ter understands the company's goals, how we will attain those goals, and most importantly, their role in meeting those goals. We also undertook four key initiatives aimed at supporting these changes and improving performance at all levels throughout MTI. These are: Operational Excellence; Environment, Health & Safety Performance; Expense Reduction; and Technology & Innovation. 2 “Many of the processes we put into place in 2007 were aimed at transforming the company's culture—moving toward higher performance and speed by becoming more open and transparent across all businesses and resource units.” Joseph C. Muscari Chairman and Chief Executive Officer OPERATIONAL EXCELLENCE Early last year we established an Operational Excellence Lead Team to guide the implementation of Continuous Improvement throughout the company. We are now implementing a number of sustainable improvement processes to relentlessly focus on eliminating waste in delivering products and services. These processes—5S, Total Productive Maintenance (TPM), Daily Management Control and Problem Solving—are being put into practice throughout the company. Establishing these Continuous Improvement processes will further stabilize our founda- tion and allow us to move to a higher level of performance over time. ENVIRONMENTAL, HEALTH & SAFETY We also established a Lead Team for Environmental, Health & Safety, which consists of senior managers from our EHS function as well as leaders from each business and region of the world. During the year, this team modified and upgraded safety and environmental standards, initiated risk reduction training and fatality prevention programs, deployed a self-assessment process and established a Safe Workplace Action Team. Our goal is to bring MTI's safety performance in line with the best-in-class companies by achieving a 75-percent reduction in injuries by 2010. Safety performance for 2007 was 3.08 recordable injuries per 100 employees and a 1.15 lost work days rate, both well above where we need to be but lower than 2006, which experi- enced incident rates of 3.77 and 2.25 respectively. EXPENSE REDUCTION Our Expense Reduction Lead Team was charged with leading and coordinating an initiative to hold 2007 expenses to 2006 levels. That effort was, as noted earlier, a success. We saved more than $1 million in 2007 compared to 2006, and expenses came in $14 million lower than what had initially been planned for the year. We plan to build on this achievement by continuing our strong expense reduction initiative. The team is now focused on further expanding our shared services center, outsourcing opportunities and process redesign. TECHNOLOGY & INNOVATION Research and Development, which has been a core compe- tency of the company, needed to improve its focus and become more effective in developing and commercializing new products. Early in 2007, we realigned and redeployed a number of our R&D personnel to get better focus on critical stage gates needed for commercialization. We later established a Technology Lead Team, consisting of both scientists and business leaders across all our business units, to focus on enhancing the company's technological base. This team has been reviewing the underlying development processes, value propositions, and target customers for new products. We are establishing processes that better assure financial return from product development, as well as investigating joint development agreements and licensing opportunities, benchmarking world-class process technologies, and improving our project management capabilities. The company will continue to focus on innovation and new products with a major concentration on development of our filler-fiber composite program to increase the fill-rate for uncoated freesheet paper, which continues to undergo large-scale trials. We will also conduct further development in: the company's coating PCC products as part of our satellite model strategy; our unique calcium carbonates and talcs for use in the manufacture of novel biopolymers, an emerging market opportunity; and the rapid deploy- ment of value-added formulations of refractory materials that not only reduce costs but improve performance for steel makers. 3 Sales & Marketing, Administrative and R&D Expenses (in millions of dollars) Sales & Income Performance for 2002-2007 (in millions of dollars) 1,200 1,000 800 600 400 200 0 l s e a S 125.2 132.4 131.0 110.3 119.9 100.6 889.7 956.8 1023.5 1077.7 741.9 785.5 160 140 120 100 80 60 40 20 0 1,200 1,000 800 600 400 200 0 s e s n e p x E l s e a S 53.8 48.2 58.6 53.3 50.0 889.7 956.8 1023.5 1077.7 741.9 785.5 -63.5 100 80 60 40 20 0 -20 -40 -60 -80 -100 e m o c n I t e N 2002 2003 2004 2005 2006 2007 2002 2003 2004 2005 2006 2007 Sales Expenses Sales Net Income CHAIRMAN’S LETTER CONTINUED CHALLENGES AND OPPORTUNITIES We have laid the groundwork for improved performance through these initiatives and the restructuring, as well as having much more focused strategies for our businesses. The challenges, however, are significant. We must improve our return on capital as quickly as possible, and I believe we can attain better than our cost of capital, which is approximately 9 percent, by 2010. This represents a greater than 50-percent level of improvement. We also believe that we can continue to grow sales at a rate of 7 percent per year over time. MTI faces possible further consolidation in the paper and steel industries, which will continue to put pressure on pricing for our products and services. However, we remain well-positioned globally to take advantage of increasing demand in emerging markets. Our satellite business model for the PCC filler operations located on-site at paper mills, which we originated in 1986, has a solid foundation and provides room for continued growth, especially in Asia. In October, for example, we announced that we will construct a PCC satellite plant at a paper mill owned by Phoenix Pulp & Paper Public Co., Ltd. for the new paper machine it is installing in Thailand. As the Paper PCC business concentrates on shifting its global marketing strategy for coating PCC from a merchant plat- form to a satellite model, we will also search out new ways to drive down capital costs in our satellite operations and seek out low-cost country sourcing for equipment and supplies. The refractories business has a strong position in North America, where we are the largest supplier of monolithic refractory systems, and an improving position in Europe. Our strategic focus is to move with our large global cus- tomers to such growth regions as Eastern Europe, Brazil, Russia, India and China. We took a partial impairment charge on our refractories manufacturing facility in China, and are now more focused on the right business model there. We will also continue to profitably grow our metal- lurgical wire and molten metals process control equipment businesses. Raw material costs, however, are expected to further rise, putting increased pressure on our margins and the need to accelerate the development of alternative sources and lower cost formulations. Our Performance Minerals business, which includes Processed Minerals and Specialty PCC, faces a difficult economic environment with residential housing construc- tion at its lowest point in 16 years. As noted, this business is now focusing on a "mine-to-market" strategy as we divest our two Midwest production facilities that processed imported ores. The strategy encompasses more efficient utilization of our four fully integrated mining operations in Massachusetts, Connecticut, Montana and California. NEW DIRECTION I believe that Minerals Technologies is now on firmer ground, a position that will allow us to attain profitable growth. We have divested underperforming assets and returned to our core competencies. We have new leader- ship at different levels in all of our businesses, and we are executing newly defined strategies to improve efficiency and to provide profitable growth. Going forward, we will continue to be dedicated to helping our customers improve their profitability by bringing them value-added products and services faster. Over the course of the next year we will continue to focus on profitable growth, product innovation, operational excellence and our customers. We will also begin to identify areas that can strengthen our business portfolios. Opportunities for acquisitions, partnerships, alignments and joint ventures will be assessed as part of our longer term profitable growth strategy. There remains a great deal of work ahead of us, but I believe we have begun to reverse the downward performance track that the company was on. Having now been at MTI for one year, I continue to feel good about our prospects and the continued dedication and full engagement that I have seen from our employees. I believe that 2008 will be a clear point of demarcation to a brighter future. Joseph C. Muscari Chairman and Chief Executive Officer 4 “In coating, the customer's overall production needs require that we supply them products that have characteristics to provide a range from matte to glossing properties to the paper. Our objective is to bring the multi- product flexibility of the merchant model to the satellite program for coating-grade PCC.” Senior Vice President and Managing Director, Paper PCC Kenneth L. Massimine PAPER PCC: THE FOCUS ON SATELLITES AS IS TRUE THROUGHOUT MTI, 2008 WILL BE A PIVOTAL YEAR OF CHANGE FOR THE PAPER PCC BUSINESS. That change takes the form of a return to Paper PCC's strategic roots—a rededication to core competencies and applying those proven strengths in new ways. Satellite PCC for paper filling remains the primary busi- ness, but the company is revamping its marketing strategy for coating-grade PCC from a merchant platform to the satellite model, which is a core competency and one that was instrumental in the success the company achieved in its line of PCC filling-grade products. Discontinued mer- chant operations at MTI's plant in Hermalle, Belgium, have been folded into the remaining merchant facility in Walsum, Germany. “In addition to supplying select customers, Walsum will now focus more on product development and production of trial material. This material will be used to demonstrate the value proposition of coating-grade PCC as a key component in papermakers' overall coating formulations,” says Kenneth L. Massimine, Senior Vice President and Managing Director, Paper PCC. He added that the satellite model of coating-grade PCC is not entirely new, with 10 of the company’s 50-plus satellite facilities worldwide producing coating products. Implementing this strategy will entail some process modi- fications to the basic satellite model. As structured for paper filling, satellites typically supply one PCC product. That is not the usual case in coatings. Says Massimine, “In coating, the customer's overall production needs require that we supply them products that have characteristics to provide a range from matte to glossing properties to the paper. Our objective is to bring the multi-product flexibility of the merchant model to the satellite program for coating-grade PCC.” Selling into a market culture accustomed to the merchant model will require a change in the customers' perspective not dissimilar to what the company faced in launching its then-untested satellite program in 1986. Before that, the minerals industry supplied from locations that were distant from the papermakers, a scenario in which freight costs were a significant part of the total invoice. But the construction of the company's first satellite plants in 1986 gave MTI a literal pipeline to individual paper mills, which eventually revolutionized the way paper was made in North America. The satellite program fundamentally changed the nature of the relationship with paper makers. No longer a mere vendor, MTI became a core-level business partner. By the end of MTI’s first full year as an independent company in 1993, 34 such satellite plants were operational. Though it is premature to expect such dramatic results in coating-grade PCC, the potential rewards are excellent for the papermaker and MTI. Says Massimine, “In the merchant model the customer says, ‘I can buy what I need when I need it, and possibly I sign a limited two-to-three- year contract with you.’ But the satellite contract is a 10-year commitment. We are optimistic that they’ll make that commitment because we offer them a unique skill set to reduce costs by offering a product line that can help meet their overall coating requirements. They receive an assured supply of our quality PCC coating material, on-site availability and access to future technology.” Another important product in development is the company's filler-fiber composite, which has the potential to once again change the way paper is made. In filler-fiber composites, the synthetic PCC and a modified fiber-based material are engineered for synergistic effect to create a mineral/fiber composite before introducing it into the overall pulp batch. This technology makes it possible to fill paper at up to 30 percent. To date, the filler-fiber material that MTI continues to trial with customers in uncoated freesheet paper applications has been well-received. "In addition," says Massimine, "we are pursuing various continuous improvement processes that will allow us to build a platform of enhanced process stability and control." 5 MTI REMAINS POISED TO TAP EMERGING PAPER MARKETS IN SUCH AREAS OF THE WORLD AS LATIN AMERICA AND ASIA, ESPECIALLY CHINA, WHICH IS FORECAST TO CONTINUE TO GROW AT DOUBLE-DIGIT RATES AGAIN IN 2008. PCC CONTINUED... MTI remains poised to tap emerging paper markets in such areas of the world as Latin America and Asia, especially China, which is forecast to continue to grow at double-digit rates again in 2008. The company now has seven satellite PCC plants in Asia and is constructing an eighth in Thailand. The inherent complexities and tradeoffs of papermaking will always present opportunities for a company that excels at market-focused R&D. “We remain confident that customers can reduce their costs while at the same time maintaining brightness, opacity, bulk and other important sheet characteristics,” says Massimine. “We will continue to focus on new products and technologies that will bring added value to the papermakers. Marketing strategies may change, but the fundamental mission remains the same—to add value to our customers' operations.” REFRACTORIES: A NEW ALIGNMENT FOR MINTEQ, MTI'S REFRACTORIES BUSINESS, 2007 WAS A YEAR OF RECOGNITION AND REGROUPING. • Recognition that elements of strategy that had served MTI well in U.S. markets were not ideally suited to all global markets. • Regrouping for a more pointed, exacting effort in such areas as global asset optimization and Steel Mill Services. Minteq's position in North America is solid. It is the largest supplier of monolithic refractory systems to the North American steel industry. These systems consist of advanced refractory materials, measurement and applications equipment and service. "The company's main position is in the integrated steel industry, or the basic oxygen furnaces (BOF), where we are by far the market leader in maintenance materials,” says Bill Wilkins, Senior Vice President and Managing Director, Minteq International, who took over that position in November 2007. "But we are also seeking to further penetrate the electric arc furnace (EAF), or mini-mill market, where we have a smaller position." The major factor to maintaining Minteq's position in BOFs and further success in EAFs is to continue offering superior service to its customers as well as seeking to continually broaden its range of product offerings. The challenge the refractories business faces is to leverage its technological capabilities to become a truly global player. In 2008, Minteq’s resolve to succeed in promising markets will be channeled through an updated strategy that better aligns its marketplace presence with the activities of larger global customers in such regions as Eastern Europe, India and, of course, China. “Our objective is to grow globally with our key customers,” says Wilkins. “We see opportunities to partner with some of our large accounts in the steel industry that are looking for strategic alliances, especially in China. ” The company's refractory business in China has been undergoing an exhaustive but necessary refocusing. “Minteq’s historic value-added proposition is not well- suited to the current realities of the Chinese steel market,” says Wilkins. “We are addressing that in our marketing 6 “The company's main position is in the integrated steel industry, or the basic oxygen furnaces, where we are by far the market leader in maintenance materials.” Senior Vice President and Managing Director, Minteq International Bill Wilkins approach as well as in our materials formulations. Even though we partially wrote down the asset value of our refractories manufacturing plant in Suzhou, we remain committed to penetrating the Chinese market with the pull from some of our larger customers, who we expect to be entering the Chinese steel market. These customers use suppliers that utilize proven best manufacturing practices, as we do.” The Company also has streamlined its support infrastructure for the Suzhou plant, in line with a renewed mandate for operational excellence and cost-effective business practices throughout the Minteq system. China’s steel industry kept up its steady, albeit fragmented, growth in 2007, with hundreds of independent companies contributing to the nation’s output and voracious utilization of steel. China produced 489 million tons of crude steel in 2007, and will be the pace-setter in steel production and consumption again in 2008, and surely for years to come. With steel accounting for more than half the refractory materials consumed worldwide, MTI's position in China plays an important role in the company's long-term business strategy. Improved performance at the refractory-materials facility acquired in Turkey in 2006 should provide a platform for expansion into new markets in Eastern Europe and the Middle East. The challenge the company faces with its Turkish operation is to improve its cost position through manufacturing process improvements as well as securing higher prices in local markets. Among the company's top R&D priorities for 2008 is reformulation of refractory materials. This is especially important for the US and European markets, where large increases in the cost of magnesium oxide, the primary raw material—combined with price resistance in the market— produced a severe margin squeeze. 7 Elsewhere on the equipment-maintenance horizon, Minteq’s Hotcrete™ family of hot shotcrete products, introduced in late 2005, continues to show a strong upside. Steel-making customers ideally want maintenance issues addressed and solved in real time, thus avoiding emergency changes in production schedules or extended periods of equipment down-time. Traditionally, that real-time maintenance has been performed with gunnables. “But gunnables can only take you so far in terms of durability, and traditional shotcretes normally can only be used at room temperatures,” says John Damiano, Vice President of R&D, Minteq. “Our Hotcrete™ products can be used at extremely high operating temperatures, and we’re shifting our strategy for refractory maintenance accordingly. This allows us to sell products with greater value for the customer and better margins for us.” Concludes Wilkins, “Our intent is certainly to grow our existing product lines and to develop or acquire adjacent product lines or technologies that complement the product portfolio we have today. We bit the bullet on raw material costs in 2007. Now we move forward.” “We have decades of mineral reserves, as well as more-than-ample plant capacity. So we’re already well positioned to go, and grow, with what we’ve got” D.J. Monagle Vice President and Managing Director, Performance Minerals PERFORMANCE MINERALS: MINING THE MARKET FOR PERFORMANCE MINERALS, MTI'S BUSINESS UNIT THAT MANAGES THE FOUR MINING OPERATIONS IN THE UNITED STATES AND THE SPECIALTY PCC PRODUCT LINE, THE CONCEPT OF “MINE-TO-MARKET” IS MORE THAN A NEW SALES STRATEGY. IT’S A COMPREHENSIVE ETHIC THAT REFLECTS A NEW WAY OF THINKING ABOUT HOW MTI CONDUCTS BUSINESS. To begin with, the two Performance Minerals facilities to be divested—at Mount Vernon, Indiana, and Wellsville, Ohio— were engaged largely in processing ores obtained from outside the MTI system, primarily China. The third facility to be divested, at Brookhaven, Mississippi, produced Specialty PCC, the production of which was transferred and consoli- dated with to the company's Adams, Massachusetts, opera- tion. What's left are four operations in the U.S., all of which are vertically integrated to their native mineral resources, and a Specialty PCC facility in the United Kingdom that relies on a local, but not owned, ore source. “Mine-to-market starts with planning for development of our own natural resources—ground calcium carbonate or talc,” explains D.J. Monagle, Vice President and Managing Director for Performance Minerals, who was named to that position in January. “We have decades of mineral reserves, as well as more-than-ample plant capacity. So we’re already well positioned to go, and grow, with what we’ve got.” By taking full advantage of the existing asset base and applying principles of operational excellence, the company expects to improve its return on capital investment. Particularly as 2008 dawns, softness in one of the company's core markets, building products, challenges Performance Minerals to ensure that it is getting maximum utilization from all mining activities. “There are usable materials we take out of the ground that we would have regarded as ‘waste,’ because they weren’t part of a narrow definition of our product line,” says Monagle. “But those minerals can be someone’s raw materials, and we will look to find relevant markets.” And yet amid all this, the company must also be judicious in evaluating potential sales opportunities. “We’re going to be more aggressive and precise about how we serve the market and which markets we serve," says Monagle. 8 “We feel very strongly about our ability to differentiate on service and innovation.” Complementing this philosophical and tactical overhaul are a series of lean-manufacturing protocols that scrupu- lously direct plant activities towards enhancing customer value. Under this framework, employees shift their focus to preventive maintenance and reducing down-time associated with changeovers between equipment and product lines. Performance Minerals believes that its improved operational procedures can more than offset the broader logistics train of serving its diverse customer base from plants in Adams; Canaan, Connecticut; Barretts, Montana; Lucerne Valley, California; and Lifford, UK. At the same time, Performance Minerals continues its tradition of commercializing vanguard products. Notable is the Company’s work in biopolymers, organic alternatives to petro-based polymers. The goal is to chemically engineer materials that are far “greener” than standard polymer plastics while also—the tricky part—affording comparable strength and/or flexibility. Says Patrick Wernett, Director of Research & Development, Performance Minerals, “Our EMforce® Bio product increases the strength of biopoly- mers such as polylactic acid, or PLA, by tenfold. This makes it suitable for many applications where less technologically advanced biopolymers just couldn’t deliver the performance of petroleum-based polymers. EMforce® Bio is a compostable material.” Summing up, says Monagle, “In a customer-service sense, mine-to-market is about tailoring all aspects of your business to the customers, who will ultimately utilize a given natural resource. It’s about maximizing productivity in an operational and ‘people’ sense as well as in making advantageous use of materials from the mine itself.” UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 1-3295 MINERALS TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) The Chrysler Building 405 Lexington Avenue New York, New York (Address of principal executive office) 25-1190717 (I.R.S. Employer Identification Number) 10174-0002 (Zip Code) (212) 878-1800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.10 par value Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X] Yes [X] No [ ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of " large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer [X] Accelerated Filer [ ] Non- accelerated Filer [ ] Smaller Reporting Company [ ] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] (Do not check if smaller reporting company) The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing price at which the stock was sold as of July 1, 2007, was approximately $906 million. Solely for the purposes of this calculation, shares of common stock held by officers, directors and beneficial owners of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 5, 2008, the Registrant had outstanding 19,097,457 shares of common stock, all of one class. Proxy Statement dated April 8, 2008 Part III DOCUMENTS INCORPORATED BY REFERENCE MINERALS TECHNOLOGIES INC. 2007 FORM 10-K ANNUAL REPORT Table of Contents PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation PART III Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Item 15. Exhibits and Financial Statement Schedules PART IV Signatures Page 1 6 8 8 10 11 11 14 15 26 26 26 26 27 27 28 28 28 28 29 31 Item 1. Business PART I Minerals Technologies Inc. (the "Company") is a resource- and technology-based company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and supporting systems and services. The Company has two reportable segments: Specialty Minerals and Refractories. The Specialty Minerals segment produces and sells the synthetic mineral product precipitated calcium carbonate ("PCC") and processed mineral product quicklime ("lime"), and mines mineral ores then processes and sells natural mineral products, primarily limestone and talc. This segment's products are used principally in the paper, building materials, paint and coatings, glass, ceramic, polymer, food, automotive and pharmaceutical industries. The Refractories segment produces and markets monolithic and shaped refractory materials and specialty products, services and application and measurement equipment, and calcium metal and metallurgical wire products. Refractories segment products are primarily used in high-temperature applications in the steel, non-ferrous metal and glass industries. The Company maintains a research and development focus. The Company's research and development capability for developing and introducing technologically advanced new products has enabled the Company to anticipate and satisfy changing customer requirements, creating market opportunities through new product development and product application innovations. Specialty Minerals Segment PCC Products and Markets The Company's PCC product line net sales were $602.6 million, $557.0 million and $516.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Company's sales of PCC have been, and are expected to continue to be, made primarily to the printing and writing papers segment of the paper industry. The Company also produces PCC for sale to companies in the polymer, food and pharmaceutical industries. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." PCC Products - Paper In the paper industry, the Company's PCC is used: · As a filler in the production of coated and uncoated wood-free printing and writing papers, such as office papers; · As a filler for coated and uncoated groundwood (wood-containing) paper such as magazine and catalog papers; and · As a coating pigment for both wood-free and groundwood papers. The Company's Paper PCC product line net sales were $542.0 million, $500.6 million and $460.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. Approximately 45% of the Company's sales consists of PCC sold to papermakers at "satellite" PCC plants. A satellite PCC plant is a PCC manufacturing facility located at a paper mill, thereby eliminating costs of transporting PCC from remote production sites to the paper mill. The Company believes the competitive advantages offered by improved economics and superior optical characteristics of paper produced with PCC manufactured by the Company's satellite PCC plants resulted in substantial growth in the number of the Company's satellite PCC plants since the first such plant was built in 1986. For information with respect to the locations of the Company's PCC plants at December 31, 2007, see Item 2, "Properties," below. The Company currently manufactures several customized PCC product forms using proprietary processes. Each product form is designed to provide optimum balance of paper properties including brightness, opacity, bulk, strength and improved printability. The Company's research and development and technical service staffs focus on expanding sales from its existing satellite PCC plants as well as developing new technologies for new applications. These technologies include, among others, acid-tolerant ("AT®") PCC, which allows PCC to be introduced to the large wood-containing segment of the printing and writing paper market, and OPACARB® PCC, a family of products for paper coating. The Company owns, staffs, operates and maintains all of its PCC facilities, and owns or licenses the related technology. Generally, the Company and its paper mill customers enter into long-term evergreen agreements, initially ten years in length, pursuant to which the Company supplies substantially all of the customer's precipitated calcium carbonate filler requirements. 1 The Company is generally permitted to sell to third-parties PCC produced at a satellite plant in excess of the host paper mill's requirement. The Company also sells a range of PCC products to paper manufacturers from production sites not associated with paper mills from merchant facilities at Adams, Massachusetts; Lifford, England; and Walsum, Germany. PCC Markets - Paper Uncoated Wood-Free Printing and Writing Papers - North America. Beginning in the mid-1980's, as a result of a concentrated research and development effort, the Company's satellite PCC plants facilitated the conversion of a substantial percentage of North American uncoated wood-free printing and writing paper producers to lower-cost alkaline papermaking technology. The Company estimates that during 2007, more than 90% of North American uncoated wood-free paper was produced employing alkaline technology. Presently, the Company owns and operates 20 commercial satellite PCC plants located at paper mills that produce uncoated wood-free printing and writing papers in North America. Uncoated Wood-Free Printing and Writing Papers - Outside North America. The Company estimates the amount of uncoated wood-free printing and writing papers produced outside of North America at facilities that can be served by satellite and merchant PCC plants is more than twice as large (measured in tons of paper produced) as the North American uncoated wood-free paper market currently served by the Company. The Company believes that the superior brightness, opacity and bulking characteristics offered by its PCC products allow it to compete with suppliers of ground limestone and other filler products outside of North America. Presently, the Company owns and operates 24 commercial satellite PCC plants located at paper mills that produce uncoated wood-free printing and writing papers outside of North America. Uncoated Groundwood Paper. The uncoated groundwood paper market, including newsprint, represents approximately 35% of worldwide paper production. Paper mills producing wood-containing paper still generally employ acid papermaking technology. The conversion to alkaline technology by these mills has been hampered by the tendency of wood-containing papers to darken in an alkaline environment. In an attempt to introduce PCC to the wood-containing segments of the paper industry, the Company has developed and patented a system for the manufacture of high-quality groundwood paper in an acidic environment using PCC (AT® PCC). Furthermore, as groundwood or wood-containing paper mills use larger quantities of recycled fiber, there is a trend toward the use of neutral papermaking technology in this segment for which the Company presently supplies traditional PCC chemistries. The Company now supplies PCC to approximately 29 paper machines at about 15 groundwood paper mills around the world and licenses its technology to a ground calcium carbonate producer to help accelerate the conversion from acid to alkaline papermaking. Coated Paper. The Company is also placing emphasis on the use of PCC to coat paper, and expects that its research and development in coating pigment technology will open up a large market for PCC that will build slowly as more paper companies include PCC in their proprietary coating formulations. PCC may be used to increase gloss, opacity, brightness and printability of the paper or to reduce costs while maintaining comparable quality. The coated paper market is large, and the Company believes this market will continue to grow at a higher average growth rate than the uncoated paper market and therefore provides a substantial market opportunity for the Company. PCC coating products are produced at 10 of the Company's PCC plants worldwide. Specialty PCC Products and Markets The Company also produces and sells a full range of dry PCC products on a merchant basis for non-paper applications. The Company's Specialty PCC product line net sales were $60.6 million, $56.4 million and $55.6 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Company sells surface-treated and untreated grades of PCC to the polymer industry for use in automotive and construction applications, and to the adhesives and printing inks industries. The Company's PCC is also used by the food and pharmaceutical industries as a source of bio-available calcium in tablets and foodstuffs, as a buffering agent in tablets, and as a mild abrasive in toothpaste. The Company produces PCC for specialty applications from production sites at Adams, Massachusetts; and Lifford, England. Processed Minerals - Products and Markets The Company mines and processes natural mineral products, primarily limestone and talc. The Company also manufactures lime, a limestone-based product. The Company's net sales of processed mineral products were $114.0 million, $118.6 million and $112.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. Net sales of talc products were $37.3 million, $38.9 million and $35.5 million for the years ended December 31, 2007, 2006 and 2005, respectively. Net sales of ground calcium carbonate ("GCC") products, which are principally lime and limestone, were $76.7 million, $79.7 million and $77.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." 2  Lime produced at the Company's Adams, Massachusetts, and Lifford, United Kingdom, facilities is used primarily as a raw material for the manufacture of PCC at these sites and at some satellite PCC plants, and is sold commercially to various chemical and other industries. The Company mines, beneficiates and processes talc at its Barretts site, located near Dillon, Montana. Talc is sold worldwide in finely ground form for ceramic applications and in North America for paint and coatings and polymer applications. Because of the exceptional chemical purity of the Barretts ore, a significant portion of worldwide automotive catalytic converter ceramic substrates contain the Company's Barretts talc. The Company's natural mineral products are supported by the Company's limestone reserves located in the western and eastern parts of the United States, and talc reserves located in Montana. The Company estimates these reserves, at current usage levels, to be in excess of 30 years at its limestone production facilities and in excess of 20 years at its talc production facility. Refractories Segment Refractory Products and Markets Refractories Products The Company offers a broad range of monolithic and pre-cast refractory products and related systems and services. The Company's Refractory segment net sales were $361.1 million, $347.9 million and $327.8 million for the years ended December 31, 2007, 2006 and 2005, respectively. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Refractory product sales are often supported by Company-supplied proprietary application equipment and on-site technical service support. The Company's proprietary application equipment is used to apply refractory materials to the walls of steel- making furnaces and other high temperature vessels to maintain and extend their lives. Net sales of refractory products, including those for non-ferrous applications, were $290.5 million, $264.6 million and $239.3 million for the years ended December 31, 2007, 2006 and 2005. The Company's proprietary SCANTROL™ application system, and other robotic application equipment systems such as its MINSCAN™ system, allow for remote-controlled application of the Company's refractory products in steel-making furnaces, as well as in steel ladles and blast furnaces. Since the steel-making industry is characterized by intense price competition, which results in a continuing emphasis on increased productivity, the SCANTROL™ application system, the MINSCAN™ system, and the technologically advanced refractory materials developed in the Company's research laboratories have been well accepted by the Company's customers. These products allow steel makers to improve their performance through, among other things, the application of monolithic refractories to furnace linings while the furnace is at operating temperature, thereby eliminating the need for furnace cool-down periods and steel-production interruption. The result is a lower overall cost for steel produced by steel makers. The Company's experienced technical service staff and advanced application equipment provide customers assurance that they will achieve their desired productivity objectives. The Company's technicians are also able to conduct laser measurement of refractory wear, sometimes in conjunction with robotic application tools, to improve refractory performance at many customer locations. The Company believes that these services, together with its refractory product offerings, provide it with a strategic marketing advantage. Over the past several years the Refractories segment has continued to increase its growth due to its ability to reformulate its products and application technology to maintain its competitive advantage in the market place. Some of the new products the Company has introduced in the past few years include: · HOTCRETE™, high durability shotcrete products that can be applied hot through customized equipment; · LACAM® laser-based refractory measurement systems; and · SCANTROL™, a fully integrated application system combining the LACAM® and MINSCAN™ technologies. The Company has also expanded its refractories business through selective acquisitions over the past several years. In 2000, the Company acquired Ferrotron Elektronik GmbH, a manufacturer of advanced laser scanning devices, sensors and other measuring equipment designed for the steel industry. In 2001, the Company acquired the refractories business of Martin Marietta Magnesia Specialties Inc. and purchased Rijnstaal B.V., a Netherlands-based producer of cored metal wire products used mainly in the steel and foundry industries. These acquisitions have increased both the breadth of the product lines and markets served by the Refractories segment. In 2002, the Company acquired VisionTech a Finland-based company that 3 develops and manufactures a refractory lining measuring system. In 2003, the Company acquired the assets of ISA Manufacturing, Inc., a U.S.-based company that develops and manufactures pre-cast refractory shapes. In 2005, the Company acquired the metallurgical measurement technology/digital electrode control system product line of ET Electrotechnology GmbH. This technology offers a system that maintains steady state conditions and optimizes power consumption in electric steel making and ladle furnaces. In October 2006, the Company acquired ASMAS, an Istanbul-based Turkish producer of refractories to increase its ability to service the growing steel industries in Eastern Europe and the Middle East. Refractories Markets The principal market for the Company's refractory products is the steel industry. Management believes that certain trends in the steel industry will continue to provide growth opportunities for the Company. These trends include rapid growth and quality improvements in select geographic regions (e.g., China, Eastern Europe and India) the development of improved manufacturing processes such as thin-slab casting, the trend in North America to shift production from integrated mills to electric arc furnaces (mini-mills) and the ever-increasing need for improved productivity and longer lasting refractories. The Company sells its refractory products in the following markets: Steel Furnace. The Company sells gunnable monolithic refractory products and application systems to users of basic oxygen furnaces and electric furnaces for application on furnace walls to prolong the life of furnace linings. Other Iron and Steel. The Company sells monolithic refractory materials and pre-cast refractory shapes for iron and steel ladles, vacuum degassers, continuous casting tundishes, blast furnaces and reheating furnaces. The Company offers a full line of materials to satisfy most continuous casting refractory applications. This full line consists of gunnable materials, refractory shapes and permanent linings. Industrial Refractory Systems. The Company sells refractory shapes and linings to non-steel refractories consuming industries including glass, cement, aluminum and petrochemicals, power generation and other non-steel industries. The Company also produces a specialized line of carbon composites and pyrolitic graphite primarily sold under the PYROID® trademark, primarily to the aerospace and electronics industries. Metallurgical Products and Markets The Company produces a number of other technologically advanced products for the steel industry, including calcium metal, metallurgical wire products and a number of metal treatment specialty products. Net sales of metallurgical products were $70.6 million, $83.3 million and $88.5 million for the years ended December 31, 2007, 2006 and 2005. The Company manufactures calcium metal at its Canaan, Connecticut, facility and purchases calcium in international markets. Calcium metal is used in the manufacture of the Company's PFERROCAL® solid-core calcium wire, and is also sold for use in the manufacture of batteries and magnets. The Company sells metallurgical wire products and associated wire-injection equipment for use in the production of high-quality steel. These metallurgical wire products are injected into molten steel to improve castability and reduce imperfections. The steel produced is used for high-pressure pipeline and other premium-grade steel applications. Marketing and Sales The Company relies principally on its worldwide direct sales force to market its products. The direct sales force is augmented by technical service teams that are familiar with the industries to which the Company markets its products, and by several regional distributors. The Company's sales force works closely with the Company's technical service staff to solve technical and other issues faced by the Company's customers. The Company's technical service staff assists paper producers in ongoing evaluations of the use of PCC for paper coating and filling applications. In the Refractory segment, the Company's technical service personnel advise on the use of refractory materials, and, in many cases pursuant to service agreements, apply the refractory materials to the customers' furnaces and other vessels. Continued use of skilled technical service teams is an important component of the Company's business strategy. The Company works closely with its customers to ensure that their requirements are satisfied, and it often trains and supports customer personnel in the use of the Company's products. The Company conducts domestic marketing and sales from Bethlehem, Pennsylvania, and from regional sales offices in the eastern and western United States. The Company's international marketing efforts are directed from regional centers located in Brussels, Belgium; Sao Jose Dos Campos, Brazil; and Shanghai, China. The Company believes its processed minerals are at regional locations that satisfy the stringent delivery requirements of the industries they serve. The Company also believes that its worldwide network of sales personnel and manufacturing sites facilitates the continued international expansion. 4 Raw Materials The Company's ability to achieve anticipated results depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCC product line, magnesia and alumina for its Refractory operations, and on having adequate access to ore reserves at its mining operations. The Company uses lime in the production of PCC and is a significant purchaser of lime worldwide. Generally, lime is purchased under long-term supply contracts from unaffiliated suppliers located in close geographic proximity to the Company's PCC plants. The principal raw materials used in the Company's monolithic refractory products are refractory-grade magnesia and various forms of aluminasilicates. The Company also purchases calcium metal, calcium silicide, graphite, calcium carbide and various alloys for use in the production of metallurgical wire products and uses lime and aluminum in the production of calcium metal. The Company purchases a significant portion of its magnesia requirements from sources in China. High demand for bulk raw materials from China has caused price increases of some key raw materials which ultimately could affect the Company's sales to its customers. In addition, higher transportation costs have also increased the delivered cost of raw materials imported from China to North America and Europe. The Company believes that in the event of supply interruptions of its refractory raw material requirements it could obtain adequate supplies from alternate sources in China and elsewhere at reasonable costs. Competition The Company is continually engaged in efforts to develop new products and technologies and refine existing products and technologies in order to remain competitive and to position itself as a market leader. With respect to its PCC products, the Company competes for sales to the paper industry with other minerals, such as GCC and kaolin, based in large part upon technological know-how, patents and processes that allow the Company to deliver PCC that it believes imparts gloss, brightness, opacity and other properties to paper on an economical basis. The Company is the leading manufacturer and supplier of PCC to the paper industry. The Company competes in sales of its limestone and talc based primarily upon quality, price, and geographic location. With respect to the Company's refractory products, competitive conditions vary by geographic region. Competition is based upon the performance characteristics of the product (including strength, consistency and ease of application), price, and the availability of technical support. Research and Development Many of the Company's product lines are technologically advanced. Our expertise in inorganic chemistry, crystallography and structural analysis, fine particle technology and other aspects of materials science apply to and support all of our product lines, the Company's business strategy for continued growth in sales and profitability depends, to a large extent, on the continued success of its research and development activities. Among the significant achievements of the Company's research and development efforts have been: the satellite PCC plant concept; PCC crystal morphologies for paper coating; the development of HOTCRETE™ and OPTISHOT™ shotcrete refractory products; LACAM® laser-based refractory measurement systems; and the MINSCAN™ and SCANTROL™ application systems. Going forward, the Company will continue to develop its filler-fiber composite material, which would increase filler levels in uncoated freesheet paper to upwards of 30%. This product remains in development and is now in large-scale trials with customers. The Company will also continue to reformulate its refractory materials to be more competitive, and will also continue development of unique calcium carbonates for use in novel biopolymers. For the years ended December 31, 2007, 2006 and 2005, the Company spent approximately $26.3 million, $27.8 million and $27.0 million, respectively, on research and development. The Company's research and development spending for 2007 was approximately 2.4% of net sales. The Company maintains its primary research facilities in Bethlehem and Easton, Pennsylvania. It also has research and development facilities in China, Finland, Germany, Ireland, Japan and Turkey. Approximately 102 employees worldwide are engaged in research and development. In addition, the Company has access to some of the world's most advanced papermaking and paper coating pilot facilities. 5 Patents and Trademarks The Company owns or has the right to use approximately 397 patents and approximately 741 trademarks related to its business. The Company believes that its rights under its existing patents, patent applications and trademarks are of value to its operations, but no one patent, application or trademark is material to the conduct of the Company's business as a whole. Insurance The Company maintains liability and property insurance and insurance for business interruption in the event of damage to its production facilities and certain other insurance covering risks associated with its business. The Company believes such insurance is adequate for the operation of its business. There is no assurance that in the future the Company will be able to maintain the coverage currently in place or that the premiums will not increase substantially. Employees At December 31, 2007, the Company employed 2,706 persons, of whom 1,209 were employed outside of the United States. Environmental, Health and Safety Matters The Company's operations are subject to federal, state, local and foreign laws and regulations relating to the environment and health and safety. Certain of the Company's operations involve and have involved the use and release of substances that have been and are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company's operations and such permits are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. The Company believes its operations are in substantial compliance with these laws and regulations and that there are no violations that would have a material effect on the Company. Despite these compliance efforts, some risk of environmental and other damage is inherent in the Company's operations, as it is with other companies engaged in similar businesses, and there can be no assurance that material violations will not occur in the future. The cost of compliance with these laws and regulations is not expected to have a material adverse effect on the Company. The Company obtained indemnification for certain potential environmental, health and safety liabilities under agreements entered into between the Company and Pfizer Inc ("Pfizer") or Quigley Company, Inc., a wholly-owned subsidiary of Pfizer, in connection with the initial public offering of the Company in 1992. See "Certain Relationships and Related Transactions" in Item 13. Available Information The Company maintains an internet website located at http://www.mineralstech.com. It makes its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as well as its Proxy Statement and filings under Section 16 of the Securities Exchange Act of 1934, available free of charge through the Investor Relations page of its website, as soon as reasonably practicable after they are filed with the Securities and Exchange Commission ("SEC"). Investors may access these reports through the Company's website by navigating to "Investor Relations" and then to "SEC Filings." Item 1A. Risk Factors The disclosure and analysis set forth in this report contains certain forward-looking statements, particularly statements relating to future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as "expects," "plans," "anticipates," and other words and phrases of similar meaning. Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. The Company undertakes no obligation to update any forward-looking statements. Investors should refer to the Company's subsequent filings under the Securities Exchange Act of 1934 for further disclosures. As permitted by the Private Securities Litigation Reform Act of 1995, the Company is providing the following cautionary statements which identify factors that could cause the Company's actual results to differ materially from historical and expected 6 results. It is not possible to foresee or identify all such factors. Investors should not consider this list an exhaustive statement of all risks, uncertainties and potentially inaccurate assumptions. · Growth Rate Sales and income growth of the Company depends upon a number of uncertain events, including the outcome of the Company's strategies of increasing its penetration into geographic markets such as Asia and Europe; increasing its penetration into product markets such as the market for paper coating pigments and the market for groundwood paper pigments; increasing sales to existing PCC customers by increasing the amount of PCC used per ton of paper produced; developing, introducing and selling new products such as filler-fiber composite materials for the paper industry; and acquisitions. Difficulties, delays or failure of any of these strategies could affect the future growth rate of the Company. · Contract Renewals Generally, the Company's sales of PCC are pursuant to long-term evergreen agreements, initially ten years in length, with paper mills where the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite plant. However, failure of a number of the Company's customers to renew or extend existing agreements on terms as favorable to the Company as those currently in effect could have a substantial adverse effect on the Company's results of operations, and could also result in impairment of the assets associated with the PCC plant. · Consolidation in Customer Industries, Principally Paper and Steel Several consolidations in the paper industry have taken place in recent years. These consolidations could result in partial or total closure of some paper mills where the Company operates PCC satellites. Such closures would reduce the Company's sales of PCC, except to the extent that they resulted in shifting paper production and associated purchases of PCC to another location served by the Company. Similarly, following a string of bankruptcies, consolidations have occurred in the steel industry. Such consolidations in the two major industries we serve concentrate purchasing power in the hands of a smaller number of papermakers and steel manufacturers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company's results of operations in the future. · Litigation; Environmental Exposures The Company's operations are subject to international, federal, state and local governmental, tax and other laws and regulations, and potentially to claims for various legal, environmental and tax matters. The Company is currently a party in various litigation matters. While the Company carries liability insurance, which it believes to be appropriate to its businesses, and has provided reserves for such matters, which it believes to be adequate, an unanticipated liability, arising out of such a litigation matter or a tax or environmental proceeding could have a material adverse effect on the Company's financial condition or results of operations. In addition, future events, such as changes in or modifications or interpretations of existing laws and regulations, or enforcement polices, or further investigation or evaluation of the potential health hazards of certain products, may give rise to additional compliance and other costs that could have a material adverse effect on the Company. · New Products The Company is engaged in a continuous effort to develop new products and processes in all of its product lines. Difficulties, delays or failures in the development, testing, production, marketing or sale of such new products could cause actual results of operations to differ materially from our expected results. · Competition; Protection of Intellectual Property The Company's ability to compete is based in part upon proprietary knowledge, both patented and unpatented. The Company's ability to achieve anticipated results depends in part on its ability to defend its intellectual property against inappropriate disclosure as well as against infringement. In addition, development by the Company's competitors of new products or technologies that are more effective or less expensive than those the Company offers could have a material adverse effect on the Company's financial condition or results of operations. · Risks of Doing Business Abroad As the Company expands its operations overseas, it faces increased risks of doing business abroad, including inflation, fluctuation in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Adverse developments in any of these areas could cause actual results to differ materially from historical and expected results. 7 · Availability of Raw Materials The Company's ability to achieve anticipated results depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCC product line, and magnesia and alumina for Refractory operations and on having adequate access to ore reserves of appropriate quality at its mining operations. Unanticipated changes in the costs or availability of such raw materials, or in the Company's ability to have access to its ore reserves, could adversely affect the Company's results of operations. · Cyclical Nature of Customers' Businesses The majority of the Company's sales are to customers in two industries, paper manufacturing and steel manufacturing, which have historically been cyclical. The Company's exposure to variations in its customers' businesses has been reduced by the diversification of its portfolio of products and services; and by its geographic expansion. Also, the Company has structured some of its long-term satellite PCC contracts to provide a degree of protection against declines in the quantity of product purchased, since the price per ton of PCC generally rises as the number of tons purchased declines. In addition, many of the Company's product lines lower its customers' costs of production or increase their productivity, which should encourage them to use its products. In addition, our Processed Minerals and Specialty PCC product lines are impacted by the domestic building and construction markets. The residential component of this market is experiencing a significant slowdown which could adversely impact growth. However, a sustained economic downturn in one or more of the industries or geographic regions that the Company serves, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results. Item 1B. Unresolved Staff Comments None. Item 2. Properties Set forth below is the location of, and the main customer served by, each of the Company's 53 satellite PCC plants as of December 31, 2007. Generally, the land on which each satellite PCC plant is located is leased at a nominal amount by the Company from the host paper mill pursuant to a lease, the term of which generally runs concurrently with the term of the PCC production and sale agreement between the Company and the host paper mill. Location Principal Customer United States Alabama, Courtland ..................................................... International Paper Company Alabama, Jackson......................................................... Boise Cascade LLC Alabama, Selma ........................................................... International Paper Company Arkansas, Ashdown...................................................... Domtar Inc. Florida, Pensacola ........................................................ Smurfit-Stone Container Corp. Kentucky, Wickliffe..................................................... NewPage Corporation Louisiana, Port Hudson ................................................ Georgia-Pacific Corporation Maine, Jay .................................................................... Verso Paper Holdings LLC Maine, Madison............................................................ Madison Paper Industries Maine, Millinocket....................................................... Katahdin Paper Company LLC Michigan, Quinnesec.................................................... Verso Paper Holdings LLC Minnesota, Cloquet ...................................................... Sappi Ltd. Minnesota, International Falls...................................... Boise Cascade Corporation New York, Ticonderoga............................................... International Paper Company North Carolina, Plymouth ............................................ Domtar Inc. Ohio, Chillicothe .......................................................... P.H. Glatfelter Co. Ohio, West Carrollton .................................................. Appleton Papers Inc. South Carolina, Eastover.............................................. International Paper Company Virginia, Franklin......................................................... International Paper Company Washington, Camas...................................................... Georgia-Pacific Corporation Washington, Longview ................................................ Weyerhaeuser Company Washington, Wallula.................................................... Boise Cascade Corporation LLC Wisconsin, Kimberly.................................................... Stora Enso North America Corp. Wisconsin, Park Falls................................................... Flambeau River Papers LLC Wisconsin, Wisconsin Rapids ...................................... Stora Enso North America Corp. 8 International Brazil, Guaiba .............................................................. Aracruz Celulose S.A. Brazil, Jacarei............................................................... Ahlstrom-VCP Industria de Papeis Especialis Ltda. Brazil, Luiz Antonio..................................................... International Paper do Brasil Ltda. Brazil, Mucuri .............................................................. Suzano Papel e Celulose S. A. Brazil, Suzano .............................................................. Suzano Papel e Celulose S. A. Canada, Dryden, Ontario.............................................. Domtar Inc. Canada, St. Jerome, Quebec......................................... Cascades Fine Papers Group Inc. Canada, Windsor, Quebec............................................ Domtar Inc. China, Dagang 1 ........................................................... Gold East Paper (Jiangsu) Company Ltd. China, Zhenjiang 1 ....................................................... Gold East Paper (Jiangsu) Company Ltd. China, Suzhou1 ............................................................ Gold HuaSheng Paper Company Ltd. Finland, Äänekoski ...................................................... M-real Corporation Finland, Anjalankoski .................................................. Myllykoski Paper Oy Finland, Tervakoski...................................................... Trierenberg Holding France, Alizay .............................................................. M-real Corporation France, Docelles........................................................... UPM Corporation France, Saillat Sur Vienne............................................ International Paper Company Germany, Schongau ..................................................... UPM Corporation Indonesia, Perawang1 ................................................... PT Indah Kiat Pulp and Paper Corporation Japan, Shiraoi1.............................................................. Nippon Paper Group Inc. Malaysia, Sipitang........................................................ Sabah Forest Industries Sdn. Bhd. Mexico, Chihuahua ...................................................... Copamex, S.A. de C.V. Poland, Kwidzyn .......................................................... International Paper – Kwidzyn, S.A Portugal, Figueira da Foz1............................................ Soporcel - Sociedade Portuguesa de Papel, S.A. Slovakia, Ruzomberok ................................................. Mondi Business Paper SCP South Africa, Merebank1.............................................. Mondi Paper Company Ltd. Thailand, Namphong.................................................... Phoenix Pulp & Paper Public Co. Ltd. Thailand, Tha Toom1.................................................... Advance Agro Public Co. Ltd. 1These plants are owned through joint ventures. The Company also owned at December 31, 2007, 10 plants engaged in the mining, processing and/or production of lime, limestone, precipitated calcium carbonate and talc, and owned or leased approximately 20 refractory manufacturing facilities worldwide. The Company's corporate headquarters, sales offices, research laboratories, plants and other facilities are owned by the Company except as otherwise noted. Set forth below is certain information relating to the Company's plants and office and research facilities: Location Facility Product Line United States Arizona, Pima County.................. Plant; Quarry1 California, Lucerne Valley........... Plant; Quarry Connecticut, Canaan .................... Plant; Quarry Indiana, Mt. Vernon ..................... Plant4 Indiana, Portage............................ Plant Louisiana, Baton Rouge ............... Plant Massachusetts, Adams ................. Plant; Quarry Montana, Dillon ........................... Plant; Quarry New Jersey, Old Bridge ............... Plant New York, New York .................. Headquarters2 Ohio, Bryan.................................. Plant Ohio, Dover.................................. Plant Ohio, Wellsville ........................... Plant4 Ohio, Woodville........................... Plant4 Pennsylvania, Bethlehem ............. Administrative Office; Research laboratories; Sales Offices Limestone Limestone Limestone, Metallurgical Wire/Calcium Talc/Limestone Refractories/Shapes Monolithic Refractories Limestone, Lime, PCC Talc Monolithic Refractories All Company Products Monolithic Refractories Monolithic Refractories/Shapes Talc/Limestone Synsil® Products PCC, Lime, Limestone, Talc Pennsylvania, Easton.................... Administrative Office; Research laboratories; Plant; All Company Products Pennsylvania, Slippery Rock........ Plant; Sales Offices South Carolina, Chester ............... Plant4 Sales Offices Monolithic Refractories/Shapes Synsil® Products 9 Location Texas, Bay City............................ Plant Texas, Cleburne............................ Plant4 Facility Product Line Talc Synsil® Products International Australia, Carlingford .................. Sales Office2 Belgium, Brussels ........................ Sales Office2/Administrative Office Brazil, Sao Jose dos Campos........ Sales Office2 China, Shanghai ........................... Administrative Office/Sales Office China, Suzhou .............................. Plant/Sales Office/Research laboratories Finland, Kaarina........................... Research Laboratory2 Germany, Moers........................... Plant/Sales Office/Research laboratories Germany, Walsum........................ Plant Holland, Hengelo ......................... Plant/Sales Office Ireland, Cork ................................ Plant; Administrative Office2/Research laboratories Monolithic Refractories Italy, Brescia ................................ Sales Office; Plant Japan, Gamagori........................... Plant/Research laboratories Japan, Tokyo ................................ Sales Office Mexico, Gomez Palacio ............... Plant2/Sales Office Singapore ..................................... Sales Office2 Spain, Santander........................... Plant/Sales Office2 South Africa, Pietermaritzburg .... Plant/Sales Office South Korea, Seoul....................... Sales Office2 South Korea, Yangsan.................. Plant3 Turkey, Gebze .............................. Plant/Research Laboratories Turkey, Istanbul ........................... Administrative Office/Sales Office Turkey, Kutahya........................... Plant United Kingdom, Lifford ............. Plant United Kingdom, Rotherham ....... Plant/Sales Office Monolithic Refractories Monolithic Refractories/PCC PCC/Monolithic Refractories PCC/Monolithic Refractories Monolithic Refractories/PCC PCC Laser Scanning Instrumentation/ Probes/Monolithic Refractories PCC Metallurgical Wire Monolithic Refractories/Shapes Monolithic Refractories/Shapes, Calcium Monolithic Refractories Monolithic Refractories PCC Monolithic Refractories Monolithic Refractories Monolithic Refractories Monolithic Refractories Monolithic Refractories/Shapes/ Application Equipment Monolithic Refractories Monolithic Refractories/Shapes PCC, Lime Monolithic Refractories/Shapes 1 2 3 4 This plant is leased to another company. Leased by the Company. The facilities in Cork, Ireland, are operated pursuant to a 99-year lease, the term of which commenced in 1963. The Company's headquarters in New York, New York, are held under a lease which expires in 2010. This plant is owned through a joint venture. These plants are held for sale and are included in discontinued operations. The Company believes that its facilities, which are of varying ages and are of different construction types, have been satisfactorily maintained, are in good condition, are suitable for the Company's operations and generally provide sufficient capacity to meet the Company's production requirements. Based on past loss experience, the Company believes it is adequately insured with respect to these assets and for liabilities which are likely to arise from its operations. Item 3. Legal Proceedings Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or to asbestos containing materials. The Company currently has 310 pending silica cases and 26 pending asbestos cases. To date, 1155 silica cases and 1 asbestos case have been dismissed. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability, if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations. The Company has not settled any silica or asbestos lawsuits to date. We are unable to state an amount or range of amounts claimed in any of the lawsuits because state court pleading practices do not require identifying the amount of the claimed damage. The aggregate cost to the Company for the legal defense of these cases in 2006 was $0.1 million. Costs for the legal defense of these cases in 2007 were $78,500. Our experience has been that MTI is not liable to plaintiffs in any of these lawsuits and MTI does not expect to pay any settlements or jury verdicts in these lawsuits. 10 Environmental Matters On April 9, 2003, the Connecticut Department of Environmental Protection ("DEP") issued an administrative consent order relating to our Canaan, Connecticut, plant where both our Refractories segment and Specialty Minerals segment have operations. We agreed to the order, which includes provisions requiring investigation and remediation of contamination associated with historic use of polychlorinated biphenyls ("PCBs") at a portion of the site. The following is the present status of the remediation efforts: (cid:129) Building Decontamination. We have completed the investigation of building contamination and submitted a report characterizing the contamination. We are awaiting review and approval of this report by the regulators. Based on the results of this investigation, we believe that the contamination may be adequately addressed by means of encapsulation through painting of exposed surfaces, pursuant to the Environmental Protection Agency's ("EPA") regulations and have accrued such liabilities as discussed below. However, this conclusion remains uncertain pending completion of the phased remediation decision process required by the regulations. (cid:129) Groundwater. We are still conducting investigations of potential groundwater contamination. To date, the results of investigation indicate that there is some oil contamination of the groundwater. We are conducting further investigations of the groundwater. (cid:129) Soil. We have completed the investigation of soil contamination and submitted a report characterizing contamination to the regulators. Based on the results of this investigation, we believe that the contamination may be left in place and monitored, pursuant to a site-specific risk assessment, which is underway. However, this conclusion is subject to completion of a phased remediation decision process required by applicable regulations. We believe that the most likely form of remediation will be to leave existing contamination in place, encapsulate it, and monitor the effectiveness of the encapsulation. We estimate that the cost of the likely remediation above would approximate $200,000, and that amount has been recorded as a liability on our books and records. The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts, plant. This work is being undertaken pursuant to an administrative Consent Order issued by the Massachusetts Department of Environmental Protection on June 18, 2002. The Order required payment of a civil fine in the amount of $18,500, the investigation of options for ensuring that the facility's wastewater treatment ponds will not result in discharge to groundwater, and closure of a historic lime solids disposal area. The Company informed the Massachusetts Department of Environmental Protection of proposed improvements to the wastewater treatment system on June 29, 2007, and is committed to implementing the improvements by June 1, 2012. Preliminary engineering reviews indicate that the estimated cost of these upgrades to operate this facility beyond 2012 may be between $6 million and $8 million. The Company estimates that remediation costs would approximate $500,000, which has been accrued as of December 31, 2007. The Company and its subsidiaries are not party to any other material pending legal proceedings, other than routine litigation incidental to their businesses. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter of 2007. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Securities The Company's common stock is traded on the New York Stock Exchange under the symbol "MTX." Information on market prices and dividends is set forth below: 2007 Quarters Market Price Range Per Share of Common Stock High............................................................................. $ Low ............................................................................. Close ........................................................................... First Second Third Fourth $ 64.00 56.80 62.16 68.39 62.58 66.95 $ 70.64 $ 63.07 67.00 70.91 63.62 66.95 Dividends paid per common share .............................. $ 0.05 $ 0.05 $ 0.05 $ 0.05 11 2006 Quarters Market Price Range Per Share of Common Stock High............................................................................. $ Low ............................................................................. Close ........................................................................... First Second Third Fourth $ 58.93 52.97 58.40 61.27 51.61 52.00 $ 53.40 $ 48.01 53.40 59.31 51.71 58.79 Dividends paid per common share .............................. $ 0.05 $ 0.05 $ 0.05 $ 0.05 Equity Compensation Plan Information Plan Category Equity compensation plans approved by security holders ........................................ Number of securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Number of securities remaining available for future issuance 839,715 $ 50.51 575,404 Equity compensation plans not approved by security holders ................................... -- Total ............................................. 839,715 $ -- 50.51 -- 575,404 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share October 1 - October 28............................. October 29 - November 25....................... November 26 - December 31 ................... Total ............................................. -- 108,900 192,500 301,400 $ $ $ $ -- 67.67 66.92 67.19 Total Number of Shares Purchased as Part of the Publicly Announced Program Dollar Value of Shares That May Yet be Purchased Under the Program 930,472 1,039,372 1,231,872 $ $ $ 25,145,698 17,776,803 4,894,545 On October 26, 2005, the Company's Board of Directors authorized the Company's management, at its discretion, to repurchase up to $75 million in additional shares over the next three-year period. As of December 31, 2007, the Company repurchased 1,231,872 shares under this program at an average price of approximately $56.91 per share. On October 24, 2007, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $75 million of additional shares over the next two-year period. As of December 31, 2007, no shares have been purchased under this program. On January 31, 2008, the Company's Board of Directors declared a regular quarterly dividend on its common stock of $0.05 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof. On February 5, 2008, the last reported sales price on the NYSE was $60.42 per share. As of February 5, 2008, there were approximately 191 holders of record of the common stock. The following graph compares the cumulative 5-year total return provided shareholders on Minerals Technologies Inc.'s common stock relative to the cumulative total returns of the S&P 500 index and the S&P MidCap 400 Materials Sector index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on 12/31/2002 and its relative performance is tracked through 12/31/2007. 12 COMPARISON OF 5 YEAR CUMULATIVE TOTAL Among Minerals Technologies Inc., The S&P 500 Index And The S&P MidCap 400 Materials Sector $300 $250 $200 $150 $100 $50 $0 12/02 12/03 12/04 12/05 12/06 12/07 Minerals Technologies Inc. S&P 500 S&P MidCap 400 Materials Sector * $100 invested on 12/31/02 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. Copyright © 2007, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm Minerals Technologies Inc. S&P 500 S&P MidCap 400 Materials Sector 100.00 100.00 100.00 137.61 128.68 131.04 155.45 142.69 166.35 130.68 149.70 185.17 137.97 173.34 225.15 157.60 182.87 275.45 12/02 12/03 12/04 12/05 12/06 12/07 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 13 Item 6. Selected Financial Data Dollars in Millions, Except Per Share Data Income Statement Data: 2007 2006 2005 2004 2003 Net sales ...........................................................................$ Cost of goods sold............................................................ Production margin ................................................... 1,077.7 $ 845.1 232.6 1,023.5 $ 798.7 224.8 956.8 $ 744.0 212.8 889.7 $ 676.3 213.4 785.5 588.5 197.0 Marketing and administrative expenses ........................... Research and development expenses ............................... Impairment of assets ........................................................ Restructuring and other costs ........................................... Acquisition termination costs........................................... Income (loss) from operations................................. 104.6 26.3 94.1 16.0 -- (8.5) 104.6 27.8 -- -- -- 92.4 98.1 27.0 0.3 -- -- 87.4 Non-operating deductions, net ......................................... (3.0) (5.9) (3.9) Income (loss) before provision for taxes on income, minority interests and discontinued operations .................................. Provision for taxes on income.......................................... Minority interests ............................................................. Income (loss) from continuing operations............... Loss from discontinued operations, net of tax......... Cumulative effect of accounting change .......................... (11.5) 11.3 2.9 (25.7) (37.8) -- 86.5 27.0 3.4 56.1 (6.1) -- 83.5 25.1 1.7 56.7 (3.4 ) -- 93.0 26.9 -- 1.1 1.0 91.4 (4.5) 86.9 25.1 1.7 60.1 (1.5) -- 87.5 22.8 1.1 3.3 -- 82.3 (4.9) 77.4 20.8 1.6 55.0 (3.4) (3.4) Net income (loss) ....................................................$ (63.5) $ 50.0 $ 53.3 $ 58.6 $ 48.2 Earnings Per Share 2007 2006 2005 2004 2003 Basic: Earnings (loss) per share from continuing operations ......$ Loss per share from discontinued operations ................... Cumulative effect of accounting change .......................... (1.34) $ (1.97) -- 2.86 $ (0.31) -- 2.78 $ (0.16) -- 2.93 $ (0.08 ) -- 2.73 (0.17) (0.17) Basic earnings (loss) per share ....................................$ (3.31) $ 2.55 $ 2.62 $ 2.85 $ 2.39 Diluted: Earnings (loss) per share from continuing operations ......$ Loss per share from discontinued operations ................... Cumulative effect of accounting change .......................... Diluted earnings (loss) per share .................................$ Weighted average number of common shares outstanding: Basic.......................................................................... Diluted....................................................................... Dividends declared per common share ............................$ Balance Sheet Data: Working capital................................................................$ Total assets....................................................................... Long-term debt................................................................. Total debt ......................................................................... Total shareholders' equity ................................................ (1.34) $ (1.97) -- 2.84 $ (0.31) -- 2.75 $ (0.16) -- 2.89 $ (0.07 ) -- 2.70 (0.17) (0.17) (3.31) $ 2.53 $ 2.59 $ 2.82 $ 2.36 19,190 19,190 0.20 $ 19,600 19,738 0.20 $ 20,345 20,567 20,530 20,769 0.20 $ 0.20 $ 20,208 20,431 0.10 306.2 $ 1,128.9 111.0 127.7 751.2 199.7 $ 1,193.1 113.4 203.1 752.6 145.9 $ 242.8 $ 1,156.3 40.3 156.9 771.2 1,154.9 94.8 128.7 799.3 216.8 1,035.7 98.2 131.7 707.4 14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Income and Expense Items as a Percentage of Net Sales Year Ended December 31, 2007 2006 2005 Net sales ............................................................................. Cost of goods sold.............................................................. Production margin........................................................ 100.0 % 78.4 21.6 100.0 % 78.1 21.9 Marketing and administrative expenses ............................. Research and development expenses ................................. Impairment of assets .......................................................... Restructuring charges......................................................... Income (loss) from operations ..................................... Income (loss) before provision for taxes on income, minority interests and discontinued operations..... Provision for taxes on income............................................ Minority interests ............................................................... Income (loss) from continuing operations ................... Loss from discontinued operations .............................. 9.7 2.4 8.8 1.5 (0.8) (1.1) 1.0 0.3 (2.4) (3.5) 10.2 2.7 -- -- 9.0 8.5 2.7 0.3 5.5 (0.6) 100.0% 77.8 22.2 10.3 2.8 -- -- 9.1 8.7 2.6 0.2 5.9 (0.3) Net income (loss) ....................................................... (5.9)% 4.9 % 5.6 % Executive Summary During the third quarter of 2007, the Company completed an in-depth strategic review of all its operations to determine the Company's future direction, structure, business portfolios and technologies for improved financial performance. As a result of this review, the Company realigned its operations by exiting certain businesses, and consolidating some product lines. As a result, the Company recorded an impairment of assets charge of $140.9 million, of which $46.8 million was reclassified to discontinued operations. In addition, in 2007 the Company recorded restructuring and other costs of $18.3 million related to these exit activities, of which $2.3 million was reclassified to discontinued operations. These restructuring costs were primarily related to a workforce reduction of approximately 200 employees, or about seven percent of the Company's global workforce. The major components of the realignment were as follows: Synsil® Products (cid:120) The Company has exited its Synsil® Products product line and will sell its Synsil® Products manufacturing facilities in Chester, South Carolina, Cleburne, Texas, and the customer sampling facility in Woodville, Ohio. This resulted in an impairment of assets charge of approximately $42.2 million, which is included in discontinued operations. (cid:120) We have concluded that Synsil®, in its current product form, is not suitable to penetrate a significant portion of the market previously envisioned. The initial success achieved in certain market segments proved unsustainable at higher operating/fill rates for major glass market segments. Processed Minerals and Specialty PCC (cid:120) The company will realign these product lines, which consists of four mines and processing facilities in the United States; two plants in the Midwest that process imported ores; and the Specialty PCC product line. (cid:120) The two Midwest plants in Mt. Vernon, Indiana, and Wellsville, Ohio, acquired in 2002, which primarily process Chinese talc ores, will be held for sale and are included in discontinued operations. This realignment will result in a change of direction from diversified product lines that included processing imported ore to an integrated "mine to market" strategy. The Company recorded impairment of assets charges of approximately $5.9 million related to the realignment of the Processed Minerals product line, of which $4.6 million was included in discontinued operations. (cid:120) Going forward, four fully integrated operations will be the focus of the "mine to market" strategy, three of which produce ground calcium carbonate, primarily for the construction and automotive sectors. These are in Adams, Massachusetts; Canaan, Connecticut; and Lucerne Valley, California. The fourth facility mines and produces talc in Barretts, Montana. 15 (cid:120) The company also will consolidate its Specialty PCC operation in the United States. The majority of Specialty PCC customers serviced from the Brookhaven, Mississippi, facility will be transferred to the Company's Adams, Massachusetts, plant and the assets at Brookhaven will be held for sale. This resulted in an impairment of assets charge of approximately $12.7 million related to the closing of the Brookhaven, Mississippi facility. The Company will continue to operate its Specialty PCC facility in Lifford, England. European Coating PCC (cid:120) The company will modify the marketing strategy for its coating PCC products and will convert from a merchant business model to a satellite business model for coating PCC, one that has proven successful in the past. This has resulted in consolidation of the coating PCC operations in Europe with the closure of our PCC merchant facility in Hermalle, Belgium. (cid:120) Current commercial customers have been transferred to our coating PCC merchant facility in Walsum, Germany, which will also focus on supporting market development activities for the satellite PCC program. The Company recorded an impairment of assets charge related to the coating development program of approximately $58.7 million. Refractories Segment (cid:120) Due to slower than anticipated rate of market penetration, the Company has adjusted its strategy for its refractories business in China. The Company will continue to develop new business there but will modify the infrastructure to support a more focused marketing effort. The Company recorded an impairment of assets charge in this segment of approximately $14.8 million. Additional Impairments (cid:120) The Pensacola, Florida facility will be dismantled after final customer commitments have been met in 2008. This resulted in an impairment of assets charge of $3.7 million. Additional impairment of assets charges of $2.9 million were also included in the Paper PCC product line. As a result of the aforementioned impairment and restructuring charges, the Company recorded a loss from continuing operations of $25.7 million or $1.34 per share and a loss from discontinued operations of $37.8 million or $1.97 per share. The Company will continue to focus on innovation and new product development and other opportunities for continued growth as follows: (cid:120) Increasing our sales of PCC for paper by further penetration of the markets for paper filling at both freesheet and groundwood mills; (cid:120) Development of the filler-fiber composite program, to increase the fill-rate for uncoated freesheet paper, which continues to undergo large-scale paper machine trials. (cid:120) Further development of the Company's PCC products, filling and coating, for use in the satellite model. (cid:120) Development of unique calcium carbonates used in the manufacture of novel biopolymers, an emerging market opportunity. (cid:120) Rapid deployment of value-added formulations of refractory materials that not only reduce costs but improve performance. (cid:120) Leverage the Company's expertise in crystal engineering, especially in helping papermakers customize PCC morphologies for specific paper applications. (cid:120) Continuing our penetration in emerging markets through our manufacturing facility in China and our recent acquisition in Turkey, both within the Refractories segment. (cid:120) Further increasing market penetration in the Refractories segment through development of high-performance products and equipment systems. However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities. We face some significant risks and challenges in the future: (cid:120) Our success depends in part on the performance of the industries we serve, particularly papermaking and steel making. Some of our customers may continue to experience consolidations and shutdowns; 16 (cid:120) Consolidations in the paper and steel industries concentrate purchasing power in the hands of fewer customers, increasing pricing pressure on suppliers such as Minerals Technologies Inc.; (cid:120) Most of our Paper PCC sales are subject to long-term contracts that may be terminated pursuant to their terms, or may be renewed on terms less favorable to us; (cid:120) Our filler-fiber composite technology continues in development through customer trials, but has yet to be proven on a long-term commercial scale. (cid:120) We are subject to cost fluctuations on raw materials, including shipping costs, particularly for magnesia and alumina imported from China; (cid:120) Our Processed Minerals and Specialty PCC product lines are highly influenced by the domestic building and construction markets. (cid:120) As we expand our operations abroad we face the inherent risks of doing business in many foreign countries, including foreign exchange risk, import and export restrictions, and security concerns. Results of Operations Sales (Dollars in millions) Net Sales 54.0 % U.S. ............................................ $ International ............................... 46.0 % Net sales................................ $ 1,077.7 100.0 % 2007 581.9 495.8 % of Total Sales Growth 2006 % of Total Sales (2) % $ 15 % 592.6 430.9 5 % $ 1,023.5 57.9 % 42.1 % 100.0 % Growth 2005 5 % $ 566.1 10 % 390.7 7 % $ 956.8 Paper PCC .................................. $ Specialty PCC ............................ PCC Products........................ $ Talc ............................................ $ GCC ........................................... Processed Minerals Products $ 542.0 60.6 602.6 37.3 76.7 114.0 50.3 % 5.6 % 55.9 % 3.5 % 7.1 % 10.6 % 8 % $ 7 % 8 % $ (4) % $ (4) % (4) % $ 500.6 56.4 557.0 38.9 79.7 118.6 48.9 % 5.5 % 54.4 % 3.8 % 7.8 % 11.6 % 9 % $ 460.7 1 % 55.6 8 % $ 516.3 10 % $ 35.5 77.2 3 % 5 % $ 112.7 % of Total Sales 59.2 % 40.8 % 100.0 % 48.1 % 5.8 % 53.9 % 3.7 % 8.1 % 11.8 % Specialty Minerals Segment . $ 716.6 66.5 % 6 % $ 675.6 66.0 % 7 % $ 629.0 65.7 % Refractory Products.................... $ Metallurgical Products ............... Refractories Segment............ $ 290.5 70.6 361.1 27.0 % 6.5 % 33.5 % 10 % $ (15) % 4 % $ 264.6 83.3 347.9 25.9 % 8.1 % 34.0 % 11 % $ 239.3 (6) % 88.5 6 % $ 327.8 25.0 % 9.3 % 34.3 % Net sales................................ $ 1,077.7 100.0 % 5 % $ 1,023.5 100.0 % 7 % $ 956.8 100.0 % Worldwide net sales in 2007 increased 5% from the previous year to $1.078 billion. Foreign exchange had a favorable impact on sales of $31.4 million or 3 percentage points of growth. Sales in the Specialty Minerals segment, which includes the PCC and Processed Minerals product lines, increased 6% to $716.6 million compared with $675.6 million for the same period in 2006. Sales in the Refractories segment grew 4% over the previous year to $361.1 million. In 2006, worldwide net sales increased 7% to $1.024 billion from $956.8 million in the prior year. Specialty Minerals segment sales increased approximately 7% and Refractories segment sales increased approximately 6% in 2006. Worldwide net sales of PCC, which is primarily used in the manufacturing process of the paper industry, increased 8% to $602.6 million from $557.0 million in the prior year. Foreign exchange had a favorable impact on sales of approximately $19.5 million or 4 percentage points of growth. Worldwide net sales of Paper PCC increased 8% to $542.0 million from $500.6 million in the prior year. Sales growth was attributable to increased selling prices from the pass-through to customers of raw material cost increases and to foreign currency. Paper PCC sales volume decreased slightly from the prior year. Increased PCC volumes at several facilities were more than offset by paper industry consolidations, primarily in North America. Sales of Specialty PCC grew 7% to $60.6 million from $56.4 million in 2006. This increase was primarily attributable to improved volumes, particularly in Europe, and to the favorable effects of foreign currency. Worldwide net sales of PCC increased 8% in 2006 to $557.0 million from $516.3 million in the prior year. Net sales of Paper PCC increased 9% to $500.6 million while Paper PCC volumes grew 5%. In 2006, sales growth was achieved in all regions, with the largest growth occurring in Asia due to the ramp up of two new satellite plants in China. Sales of Specialty PCC grew 1% in 2006 to $56.4 million from $55.6 million in the prior year. 17  Net sales of Processed Minerals products in 2007 decreased 4% to $114.0 million from $118.6 million in 2006. GCC products and talc products both decreased 4% in 2007 to $76.7 million and $37.3 million, respectively. The decrease in the Processed Minerals product line was primarily attributable to weakness in the domestic residential construction industry and the automotive market. Net sales of Processed Minerals products in 2006 increased 5% to $118.6 million from $112.7 million in 2005. This increase was primarily attributable to strong global demand in plastics and healthcare related markets within the talc product line. Net sales in the Refractories segment in 2007 increased 4% to $361.1 million from $347.9 million in the prior year. Foreign exchange had a favorable impact on sales of $11.9 million or 3 percentage points of sales growth. Sales from the Turkish acquisition made in late 2006 contributed an additional 4 percentage points of growth in 2007. Sales of refractory products and systems to steel and other industrial applications increased 10% to $290.5 million in 2007 from $264.6 million in the prior year. This growth was due to foreign currency and the Turkish acquisition. Sales of metallurgical products within the Refractories segment decreased 15% to $70.6 million from $83.3 million in 2006. This decrease was due to lower volumes in all regions of the world, and lower prices resulting from the reduction in the cost of raw materials for this product that is traditionally passed through to the customers. Net sales in the Refractories segment in 2006 increased 6% to $347.9 million from $327.8 million in the prior year. Sales of refractory products and systems increased 11% to $264.6 million in 2006 from $239.3 million in the prior year. This growth was attributable to increased volume in North America and Europe. Sales of metallurgical products decreased 6% in 2006 to $83.3 million from $88.5 million in the prior year. This decline was due to lower selling prices as raw material cost reductions were passed on to customers. Net sales in the United States decreased approximately 2% to $581.9 million in 2007 and represented approximately 54% of consolidated net sales. International sales increased approximately 15% to $495.8 million, due primarily to foreign currency and the acquisition in Turkey. Operating Costs and Expenses (Dollars in millions) 2007 Growth 2006 Growth 2005 Cost of goods sold..................................................... $ Marketing and administrative.................................... $ Research and development........................................ $ Impairment of assets ................................................. $ Restructuring charges................................................ $ * Percentage not meaningful 845.1 104.6 26.3 94.1 16.0 6 % $ -- % $ (5)% $ * % $ * % $ 798.7 104.6 27.8 -- -- 7% $ 7% $ 3% $ *% $ *% $ 744.0 98.1 27.0 0.3 -- Cost of goods sold in 2007 was 78.4% of sales compared with 78.1% in the prior year. Our cost of goods sold grew 6% which had an unfavorable leveraging impact on our 5% sales growth resulting in a 3% increase in production margin. This unfavorable leveraging occurred in both segments. In the Specialty Minerals segment, the production margin increased 5% as compared with 6% sales growth. This segment has been affected by reduced demand in the Processed Minerals product line and paper machine and paper mill shutdowns which were partially offset by the recovery of raw material costs and the benefit of foreign currency. In the Refractories segment, the production margin increased 1% as compared with 4% sales growth. This segment has been affected by lower margins in the metallurgical product line. Cost of goods sold in 2006 was 78.1% of sales compared with 77.8% of sales in 2005. Production margin grew 6% as compared with 7% sales growth. This unfavorable leveraging occurred in the Specialty Minerals segment where production margins increased 2% as compared with 7% sales growth. During 2006, margins in this segment were affected by unrecovered lime cost increases and paper machine and paper mill shutdowns in the PCC product line, and unrecovered energy cost increases in the Processed Minerals product line. These negative factors largely offset the improvements from the ramp-up of our two new satellite PCC facilities in China, increased demand for PCC, particularly in North America and Europe, and cost reduction initiatives. In the Refractories segment, production margin increased 12% in 2006 over the prior year compared with 6% sales growth. This was primarily due to improved steel industry conditions in 2006 and cost reduction initiatives through the reformulation of refractory products and strong demand for high value products. Marketing and administrative costs were $104.6 million in 2007, the same as the prior year and represented 9.7% of net sales as compared with 10.2% in the prior year. In 2006, marketing and administrative expenses increased 7% to $104.6 million from 98.1 million in 2005. This increase was primarily attributable to increased worldwide infrastructure costs and other employee benefits, including increased stock option expense of $2.3 million relating to the adoption of SFAS No. 123 (R). 18  Research and development expenses decreased 5% in 2007 to $26.3 million and represented 2.4% of net sales. This decrease was a result of the timing of lower trial activity, primarily in the Paper PCC product line. In 2006, research and development expenses increased 3% to $27.8 million and represented 2.7% of net sales. The Company initiated a plan to realign its operations as a result of an in-depth strategic review of all of its operations. This realignment resulted in impairment of assets charges and restructuring charges in 2007 as follows: Impairment of assets charges: Paper PCC ..................................................... $ Specialty PCC................................................ Total PCC ....................................... Processed Minerals ........................................ Specialty Minerals Segment................. Refractories Segment ........................... $ Restructuring and other costs: Severance and other employee benefits......... $ Contract termination costs ............................. Other exit costs .............................................. $ 65.3 12.7 78.0 1.3 79.3 14.8 94.1 13.5 1.8 0.7 16.0 The restructuring program will result in a reduction of approximately 200 employees. The impairment of assets charge includes a write-down of an intangible asset of $0.5 million related to customer relationships associated with a recent acquisition in the Refractories segment. Income (Loss) from Operations (Dollars in millions) 2007 Growth 2006 Growth 2005 Income (loss) from operations..................... $ (8.5) (109)% $ 92.4 6% $ 87.4 The Company recorded a loss from operations in 2007 of $8.5 million as compared with income from operations of $92.4 million in the prior year. The loss was primarily attributable to the aforementioned impairment of assets charges and restructuring and other exit costs. The Specialty Minerals segment recorded a loss from operations of $20.0 million as compared with income from operations of $60.5 million in 2006. Included in the loss from operations was an impairment of assets charge of $79.3 million and restructuring and other exit costs of $11.3 million. The Refractories segment recorded income from operations of $11.5 million in 2007 as compared with $31.9 million in the prior year. Included in income from operations in 2007 was an impairment of assets charge of $14.8 million and restructuring and other exit costs of $4.7 million. Income from operations in 2006 increased 6% to $92.4 million from $87.4 million in 2005 and was 9.0% of sales as compared with 9.1% of sales in 2005. In 2006, income from operations for the Specialty Minerals segment increased 2% to $60.5 million and was 9.0% of its net sales. Operating income for the Refractories segment increased 13% to $31.9 million and was 9.2% of its net sales. This was primarily attributable to increased profitability from refractory products and systems sales, partially offset by a reduction in profitability in metallurgical products. Non-Operating Deductions (Dollars in millions) 2007 Growth 2006 Growth 2005 Non-operating deductions, net .................... $ (3.0) (49)% $ (5.9) 55% $ (3.8) Non-operating deductions decreased 49% in 2007 to $3.0 million from $5.9 million in the prior year. This was primarily attributable to an insurance recovery gains of approximately $3.0 million in 2007, $1.2 million above prior year. In addition, the Company recorded higher interest income of $1.3 million over prior year as a result of an increase in cash and cash equivalents in 2007. 19  Non-operating deductions increased 55% in 2006 from the prior year. This increase was primarily due to increased interest expense of $2.3 million over 2005 due to increased borrowings. In addition, in 2006 we recognized an insurance settlement gain of approximately $1.8 million for property damage sustained at one of our facilities. In 2005, we recognized a litigation settlement gain of $2.1 million. Provision for Taxes on Income (Dollars in millions) 2007 Growth 2006 Growth 2005 Provision for taxes on income..................... $ 11.3 (58) % $ 27.0 8% $ 25.1 The Company recorded a provision for income tax of $11.3 million on a loss before taxes of $11.5 million in 2007. This was primarily attributable to the restructuring and impairment losses recorded in certain jurisdictions in which we were unable to record a tax benefit. The effective tax rate increased to 31.1% in 2006 as compared with 30.1% in 2005. This increase was primarily related to a change in the mix of earnings, an increase in the valuation allowance due to Ohio tax reform legislation and the impact of FAS 123R. Minority Interests (Dollars in millions) 2007 Growth 2006 Growth 2005 Minority interests ........................................ $ 2.9 (15)% $ 3.4 100% $ 1.7 The decrease in the provision for minority interest in 2007 was primarily related to a reduction in profitability from our consolidated joint ventures in China. In 2006, we realized improved profitability in China over lower levels in 2005. Income (Loss) from Continuing Operations (Dollars in millions) 2007 Growth 2006 Growth 2005 Income (loss) from continuing operations.......... $ (25.7) (146)% $ 56.1 (1)% $ 56.7 The Company recognized a loss from continuing operations of $25.7 million in 2007 as compared with income from continuing operations of $56.1 million in 2006. The loss in 2007 was due to the restructuring and impairment of assets charges. Income from continuing operations decreased 1% in 2006 to $56.1 million. Diluted earnings per common share from continuing operations increased 3% to $2.84 in 2006 as compared with $2.75 in the prior year due to a lower share base from the Company's stock repurchase program. Loss from Discontinued Operations (Dollars in millions) 2007 Growth 2006 Growth 2005 Loss from discontinued operations.............. $ (37.8) * Percentage not meaningful *% $ (6.2) (82)% $ (3.4) The Company has reflected in discontinued operations its Synsil® product line and its two plants in the Midwest that process imported ores. In 2006, the Company liquidated its wholly-owned subsidiary in Hadera, Israel and classified such business as discontinued operations. The Company recognized a loss from discontinued operations in 2007 of $37.8 million as compared with a loss of $6.2 million in the prior year. Included in the 2007 loss from discontinued operations were pre-tax impairment of assets charges of $46.9 million and restructuring and other exit costs of $2.3 million. In 2006, the loss from discontinued operations included foreign currency translation losses of $1.6 million recognized upon liquidation of the Company's investment in Israel. Net Income (Loss) (Dollars in millions) 2007 Growth 2006 Growth 2005 Net income (loss) ........................................ $ (63.5) (227)% $ 50.0 (6)% $ 53.3 20  The Company recorded a net loss of $63.5 million in 2007 as compared with net income of $50.0 million in 2006. The loss in 2007 was attributable to impairment of assets and restructuring charges in both continuing operations and discontinued operations. Net income decreased 6% in 2006 to $50.0 million. Earnings per share on a diluted basis decreased 2% to $2.53 per share in 2006 as compared with $2.59 per share in the prior year. Outlook We are presently experiencing some weakness in certain primary industries we serve -- paper and construction. There were several paper machine shutdowns that affected our satellite PCC product line as the paper industry continues to consolidate and rationalize capacity. In addition, there is continued softening in the residential construction and automotive markets which is affecting our Processed Minerals product line. Steel production remains stable with slow growth in our major markets, North America and Europe. However, these markets have faced increased competition from other foreign markets in which the Company has a lower market share. In addition, weakness in the automotive and construction markets could result in reduced demand for this sector. As a result of realigning and restructuring our operations, we strengthened the basic foundation of our businesses. We eliminated under-performing assets and expect to achieve higher returns on capital and higher rates of profitable growth. However, we are concerned about the state of the economy and the potential impact it may have on our product lines. In 2008, we plan to focus on the following growth strategies: · Continued development and potential commercial introduction of filler-fiber composite technology for the paper industry to increase the fill-rates of uncoated freesheet paper. Increase market penetration of PCC by expanding the satellite model. · · Emphasize higher value specialty products and application systems to increase market penetration in the Refractories segment. · Expand regionally into emerging markets where we have a limited presence and increase our presence in regional markets where the manufacturing of paper and steel is shifting, particularly to China and Eastern Europe. · Development of unique calcium carbonates used in the manufacture of biopolymers, an emerging market opportunity. · Continue to improve our cost competitiveness in all product lines. · Explore selective acquisitions to complement our existing businesses. However, there can be no assurances that we will achieve success in implementing any one or more of these strategies. In October 2006, we acquired ASMAS, an Istanbul-based Turkish producer of refractories based in Istanbul, Turkey. This acquisition provides our Refractories segment with a strong market position in Turkey, as well as manufacturing capability which will enable us to service the rapidly growing markets in the Middle East and Eastern Europe. As we continue to expand our operations overseas, we face the inherent risks of doing business abroad, including inflation, fluctuations in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems and other factors. Some of our operations are located in areas that have experienced political or economic instability, including Indonesia, Brazil, Thailand, China and South Africa. In addition, our performance depends to some extent on that of the industries we serve, particularly the paper manufacturing, steel manufacturing, and construction industries. Our sales of PCC are predominantly pursuant to long-term evergreen contracts, initially about ten years in length, with paper companies at whose mills we operate satellite PCC plants. The terms of many of these agreements have been extended, generally in connection with an expansion of the satellite PCC plant. Failure of a number of our customers to renew existing agreements on terms as favorable to us as those currently in effect could cause our future sales growth rate to differ materially from our historical growth rate and, if not renewed, could also result in impairment of the assets associated with the PCC plant. Liquidity and Capital Resources Cash flows provided from operations in 2007 were used principally to fund $46.1 million of capital expenditures, to repay short-term debt of $78.2 million and to repurchase $25.3 million of common shares for treasury. Cash provided from operating activities totaled $179.7 million in 2007 as compared with $135.6 million in 2006. The increase in cash from operating 21 activities was primarily due to an improvement in working capital, as compared to the prior year. Our accounts receivable declined despite a 5% increase in sales, and our days of sales outstanding decreased to 55 days from 59 days in the prior year. Our inventories also declined from the prior year resulting in a reduction of days of inventory on hand from 56 days to 46 days. Included in cash flow from operations was pension plan funding of approximately $24.1 million, $22.3 million and $12.9 million for the years ended December 31, 2007, 2006 and 2005, respectively. On October 26, 2005, our Company's Board of Directors authorized the Company's management, at its discretion, to repurchase up to $75 million in additional shares over the next three-year period. As of December 31, 2007, the Company had repurchased 1,231,872 shares under this program at an average price of approximately $56.91 per share. On October 24, 2007, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $75 million of additional shares over the next two-year period. As of December 31, 2007, no shares have been purchased under this program. On January 31, 2008, our Board of Directors declared a regular quarterly dividend on our common stock of $0.05 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment. We have $187.6 million in uncommitted short-term bank credit lines, of which $9.1 million was in use at December 31, 2007. We anticipate that capital expenditures for 2008 should approximate $75 million, principally related to the construction of PCC plants and other opportunities that meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds, uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants. The aggregate maturities of long-term debt are as follows: 2008 - $7.2 million; 2009 - $8.8 million; 2010 - $4.6 million; 2011 - $-- million; 2012 - $8.0; thereafter - $89.6 million. The Company has contingent obligations associated with unrecognized tax benefits, including interest and penalties, of approximately $13.3 million. Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of inventories, valuation of long-term assets, goodwill and other intangible assets, pension plan assumptions, income taxes, asset retirement obligations, income tax valuation allowances and litigation and environmental liabilities. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that can not readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements: · Revenue recognition: Revenue from sale of products is recognized at the time the goods are shipped and title passes to the customer. In most of our PCC contracts, the price per ton is based upon the total number of tons sold to the customer during the year. Under those contracts, the price billed to the customer for shipments during the year is based on periodic estimates of the total annual volume that will be sold to the customer. Revenues are adjusted at the end of each year to reflect the actual volume sold. There were no significant revenue adjustments in the fourth quarter of 2007 and 2006, respectively. We have consignment arrangements with certain customers in our Refractories segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer. Revenues from sales of equipment are recorded upon completion of installation and receipt of customer acceptance. Revenues from services are recorded when the services are performed. · Allowance for doubtful accounts: Substantially all of our accounts receivable are due from companies in the paper, construction and steel industries. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. Such allowance is established through a charge to the provision for bad debt expenses. We recorded bad debt expenses (recoveries) of $(0.1) million, $0.4 million and $(0.5) million in 2007, 2006 and 2005, respectively. In addition to specific allowances established for bankrupt customers, we also analyze the collection history and financial condition of our other customers considering current industry conditions and determine whether an allowance needs to be established or adjusted. 22 · Property, plant and equipment, goodwill, intangible and other long-lived assets: Property, plant and equipment are depreciated over their useful lives. Useful lives are based on management's estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer's contractual obligation to purchase products made using those assets. Our sales of PCC are predominately pursuant to long-term evergreen contracts, initially ten years in length, with paper mills at which we operate satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a PCC customer to renew an agreement or continue to purchase PCC from our facility could result in an impairment of assets or accelerated depreciation at such facility. · Valuation of long-lived assets, goodwill and other intangible assets: We assess the possible impairment of long-lived assets and identifiable amortizable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill and other intangible assets with indefinite lives are reviewed for impairment at least annually in accordance with the provisions of SFAS No. 142. Factors we consider important that could trigger an impairment review include the following: · · · significant under-performance relative to historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; significant negative industry or economic trends. When we determine that the carrying value of intangibles, long-lived assets or goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we principally measure any impairment by our ability to recover the carrying amount of the assets from expected future operating cash flow on a discounted basis. Net intangible assets, long-lived assets, and goodwill amounted to $576.6 million as of December 31, 2007. · Accounting for income taxes: As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax expense together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the Consolidated Statements of Operations. The Company accounts for uncertain tax positions in accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), an interpretation of FASB Statement No. 109 ("SFAS 109"). The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgements regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgements can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See Note 5 to the condensed consolidated financial statements, "Income Taxes," for additional detail on our uncertain tax positions. · Pension Benefits: We sponsor pension and other retirement plans in various forms covering the majority of employees who meet eligibility requirements. Several statistical and actuarial models which attempt to estimate future events are used in calculating the expense and liability related to the plans. These models include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as determined by us, within certain guidelines. Our assumptions reflect our historical experience and management's best judgment regarding future expectations. In addition, our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these assumptions. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants, among other things. Differences from these assumptions may result in a significant impact to the amount of pension expense/liability recorded by us follows: 23 A one percentage point change in our major assumptions would have the following effects: Effect on Expense (millions of dollars) Discount Rate 1% increase ...................................................... 1% decrease ..................................................... $ $ (1.8) 2.1 Effect on Projected Benefit Obligation (millions of dollars) 1% increase ...................................................... 1% decrease ..................................................... $ $ Discount Rate (13.6) 16.4 Salary Scale 0.4 (0.3) Salary Scale 1.5 (1.3) $ $ $ $ Return on Asset $ $ (1.8) 1.8 · Asset Retirement Obligations: We currently record the obligation for estimated asset retirement costs at a fair value in the period incurred. Factors such as expected costs and expected timing of settlement can affect the fair value of the obligations. A revision to the estimated costs or expected timing of settlement could result in an increase or decrease in the total obligation which would change the amount of amortization and accretion expense recognized in earnings over time. A one-percent increase or decrease in the discount rate would change the total obligation by approximately $0.1 million. A one-percent increase or decrease in the inflation rate would change the total obligation by approximately $0.3 million. · The Company's accounts for stock-based compensation expense under the provisions of SFAS No. 123R. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options on their date of grant. This model is based upon assumptions relating to the volatility of the stock price, the life of the option, risk-free interest rate and dividend yield. Of these, stock price volatility and option life require greater levels of judgment and are therefore critical accounting estimates. We used a stock price volatility assumption based upon the historical implied volatility of the Company's stock. We believe this is a good indicator of future, actual and implied volatilities. For stock options granted in the period ended December 31, 2007, the Company used a volatility of 25.10%. The expected life calculation was based upon the observed and expected time to post-vesting forfeiture and exercise. For stock options granted during the fiscal year ended December 31, 2007, the Company used a 6.5 year life. The Company believes the above critical estimates are based upon outcomes most likely to occur, however, were we to simultaneously increase or decrease the option life by one year and the volatility by 100 basis points, recognized compensation expense would have changed approximately $0.1 million in either direction for the year ended December 31, 2007. For a detailed discussion on the application of these and other accounting policies, see "Summary of Significant Accounting Policies" in the "Notes to the Consolidated Financial Statements" in Item 15 of this report, beginning on page F-6. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Prospective Information and Factors That May Affect Future Results The SEC encourages companies to disclose forward-looking information so that investors can better understand companies' future prospects and make informed investment decisions. This report may contain forward-looking statements that set our anticipated results based on management's plans and assumptions. Words such as "expects," "plans," "anticipates," and words and terms of similar substance, used in connection with any discussion of future operating or financial performance identify these forward-looking statements. We cannot guarantee that the outcomes suggested in any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and the accuracy of assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in 24 mind as they consider forward-looking statements and should refer to the discussion of certain risks, uncertainties and assumptions in Item 1A, "Risk Factors." Inflation Historically, inflation has not had a material adverse effect on us. However, in recent years both business segments have been affected by rapidly rising raw material and energy costs. The Company and its customers will typically negotiate reasonable price adjustments in order to recover a portion of these rapidly escalating costs. As the contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect increases in costs resulting from inflation, there is a time lag before such price adjustments can be implemented. Cyclical Nature of Customers' Businesses The bulk of our sales are to customers in the paper manufacturing, steel manufacturing and construction industries, which have historically been cyclical. The pricing structure of some of our long-term PCC contracts makes our PCC business less sensitive to declines in the quantity of product purchased. However, we cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve. There can be no assurance that a recession, in some markets or worldwide, would not have a significant negative effect on our financial position or results of operations. Recently Issued Accounting Standards In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("Statement No. 141(R)"). Statement No. 141(R) changes the requirements for an acquirer's recognition and measurement of the assets acquired and the liabilities assumed in a business combination. Statement No. 141(R) is effective for annual periods beginning after December 15, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption. In December 2007, the FASB issued Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("Statement No. 160"). Statement No. 160 requires (i) that noncontrolling (minority) interests be reported as a component of shareholders' equity, (ii) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations, (iii) that changes in a parent's ownership interest while the parent retains its controlling interest be accounted for as equity transactions, (iv) that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value, and (v) that sufficient disclosures are provided that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.. Statement No. 160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. The adoption of the provisions of Statement No. 160 is not anticipated to materially impact the Company's consolidated financial position and results of operations. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This Statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement will apply to all other accounting pronouncements that require fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company expects the adoption of SFAS No. 157 will not have a material impact on its financial statements. In February 2008, the FASB issued FSP FAS 157-1, "Application of FASB No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" and FSP FAS 157-2, "Effective Date of FASB Statement No. 157." FSP 157-1 excludes fair measurements for purposes of lease classification or measurement under FASB Statement 13 from the fair value measurement under FASB Statement 157. FSP 157-2 defers the effective date of Statement 157 for non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008. In November 2006, the Emerging Issues Task Force ("EITF") reached a consensus on EITF issue 06-10, "Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements." Employers will be required to measure the asset associated with collateral-assignment split-dollar life insurance based on the arrangement's terms and to record postretirement benefit liabilities only if the employer will maintain the life insurance policy during the employee's retirement or provide the employee with a death benefit. This consensus is effective for fiscal years beginning after December 15, 2007. The Company is expects the adoption of SFAS No. 157 will not have a material impact on its financial statements. 25  In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." This Statement allows entities to choose to measure financial instruments and certain other items at fair value. This Statement is effective for fiscal periods beginning after November 15, 2007. The Company is expects the adoption of SFAS No. 157 will not have a material impact on its financial statements. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in market prices and foreign currency and interest rates. We are exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar. We do not anticipate that near-term changes in exchange rates will have a material impact on our future earnings or cash flows. However, there can be no assurance that a sudden and significant change in the value of foreign currencies would not have a material adverse effect on our financial condition and results of operations. Approximately 50% of our bank debt bears interest at variable rates; therefore our results of operations would only be affected by interest rate changes to such bank debt outstanding. An immediate 10% change in interest rates would not have a material effect on our results of operations over the next fiscal year. We do not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts and interest rate swaps, to mitigate the impact of foreign exchange rate movements and interest rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts and interest rate swaps would not subject us to additional risk from exchange rate or interest rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged. We had open forward exchange contracts to purchase approximately $5.3 million and $4.7 million of foreign currencies as of December 31, 2007 and 2006, respectively. These contracts mature between January and July of 2008. The fair value of these instruments at both December 31, 2007 and December 31, 2006 was a liability of $0.1 million. Item 8. Financial Statements and Supplementary Data The financial information required by Item 8 is contained in Item 15 of Part IV of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company's management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a -15. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures (as defined in Rules 13(a)-15(b) under the Securities Exchange Act of 1934) were effective in ensuring that material information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported on a timely basis. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report of management's assessment of the design and operating effectiveness of our internal controls as part of this report. Management's report is included in our consolidated financial statements beginning on page F-1 of this report under the captions entitled "Management's Report on Internal Control Over Financial Reporting." The Company is in the process of implementing a global enterprise resource planning ("ERP") system to manage our business operations. As of December 31, 2007, all of our domestic locations were using the new systems. The worldwide implementation is expected to be completed over the next few years and involves changes in systems that include internal controls. Although the transition has proceeded to date without material adverse effects, the possibility exists that the migration to the new ERP system could adversely affect the Company's disclosure controls and procedures or our results of operations in future periods. We are reviewing each system as it is being implemented and the controls affected by the implementation of the new systems, and are making appropriate changes to affected internal controls as we implement the new systems. We believe that the controls as modified are appropriate and functioning effectively. 26 Changes in Internal Control Over Financial Reporting There was no change in the Company's internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance PART III Set forth below are the names and ages of all Executive Officers of the Registrant indicating all positions and offices with the Registrant held by each such person, and each such person's principal occupations or employment during the past five years. Name Age Position Joseph M. Muscari ............................. D. Randy Harrison ............................. Kenneth L. Massimine ....................... John A. Sorel...................................... William J.S. Wilkins .......................... Michael A. Cipolla ............................. Douglas T. Dietrich............................ Kirk G. Forrest ................................... William A. Kromberg ........................ D.J. Monagle, III ................................ 61 Chairman of the Board and Chief Executive Officer Senior Vice President, Organization and Human Resources 56 Senior Vice President and Managing Director, Paper PCC 58 Senior Vice President - Finance, and Chief Financial Officer 60 51 Senior Vice President and Managing Director, Minteq International 50 Vice President - Corporate Controller and Chief Accounting Officer 38 Vice President, Corporate Development and Treasury 56 Vice President, General Counsel and Secretary 62 Vice President, Taxes 45 Vice President and Managing Director, Performance Minerals Joseph C. Muscari was elected Chairman of the Board and Chief Executive Officer effective March 1, 2007. Prior to that he was Executive Vice President and Chief Financial Officer of Alcoa Inc. He has served as a member of the Board of Directors since 2005. D. Randy Harrison was elected Vice President - Organization and Human Resources effective January 1, 2008. Prior to that he had been Vice President and Managing Director, Performance Minerals since January 2002. Kenneth L. Massimine was elected Senior Vice President and Managing Director, Paper PCC, effective January 1, 2002. Prior to that he held positions of increasing authority with the Company, most recently Vice President and Managing Director, Processed Minerals. John A. Sorel was elected Senior Vice President, Finance and Chief Financial Officer in November 2002. Prior to that time he was elected Senior Vice President, Corporate Development and Finance on January 1, 2002 and prior to 2002 he held positions of increasing authority with the Company, most recently Vice President and Managing Director, Paper PCC. William J.S. Wilkins was elected Senior Vice President and Managing Director, Minteq International in November 2007. He joined the Company in June 2007 as Vice President, Global Supply Chain and Logistics. Prior to that he had founded Management Services, a consulting firm. Before starting his consultancy, he was President and Chief Executive Officer of Sermatech International Inc.; Vice President and Chief Financial Officer of the Teleflex Aerospace Group; and head of finance and administration at Hownet Castings, a business unit of Alcoa, which he joined in 1994. Michael A. Cipolla was elected Vice President - Controller and Chief Accounting Officer in July 2003. Prior to that he served as Corporate Controller and Chief Accounting Officer of the Company since 1998. From 1992 to 1998 he served as Assistant Corporate Controller. Douglas T. Dietrich was elected Vice President, Corporate Development and Treasury effective August 2007. Prior to that he had been Vice President, Alcoa Wheel Products since 2006 and President, Latin America Extrusions and Global Rod and Bar Products since 2002. Kirk G. Forrest was elected Vice President - General Counsel and Secretary effective January 26, 2005. Prior to that, Mr. Forrest had been Vice President and General Counsel at SAM'S CLUB, and a Corporate Vice President of its parent company, Wal-Mart Stores, Inc. and Associate General Counsel at The Williams Companies, which he joined in 1998. 27  William A. Kromberg has served as Vice President-Taxes of the Company since 1993. D.J. Monagle, III was elected Vice President and Managing Director, Performance Minerals, which encompasses the Processed Minerals product line and the Specialty PCC product line, effective January 1, 2008. Prior to that he had been Vice President, Americas, Paper PCC. The information concerning the Company's Board of Directors required by this item is incorporated herein by reference to the Company's Proxy Statement, under the caption "Committees of the Board of Directors." The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item is incorporated herein by reference to the Company's Proxy Statement, under the caption "Section 16(a) Beneficial Ownership Reporting Compliance." The Board has established a code of ethics for the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer entitled "Code of Ethics for the Senior Financial Officers," which is available on our website, www.mineralstech.com, under the links entitled "Corporate Responsibility, Corporate Governance and Policies and Charters." Item 11. Executive Compensation The information appearing in the Company's Proxy Statement under the caption "Compensation of Executive Officers" is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information appearing in the Company's Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters as of January 31, 2008" is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information appearing in the Company's Proxy Statement under the caption "Certain Relationships and Related Transactions" is incorporated herein by reference. Under the terms of certain agreements entered into in connection with the Company's initial public offering in 1992, Pfizer Inc ("Pfizer") and its wholly-owned subsidiary Quigley Company, Inc. ("Quigley") agreed to indemnify the company against certain liabilities being retained by Pfizer and its subsidiaries including, but not limited to, pending lawsuits and claims, and any lawsuits or claims brought at any time in the future alleging damages or injury from the use, handling of or exposure to any product sold by Pfizer's specialty minerals business prior to the closing of the initial public offering. Pfizer and Quigley also agreed to indemnify the Company against any liability arising from claims for remediation, as defined in the Agreement, of on-site environmental conditions relating to activities prior to the closing of the initial public offering. Further, Pfizer and Quigley agreed to indemnify the Company for 50% of the liabilities in excess of $1 million up to $10 million in liabilities that may have arisen or accrued within ten years after the closing of the initial public offering with respect to such remediation of on-site conditions. The Company is responsible for the first $1 million of such liabilities, 50% of all such liabilities in excess of $1 million up to $10 million, and all such liabilities in excess of $10 million. The Company had asserted to Pfizer and Quigley a number of indemnification claims pursuant to this agreement during the ten-year period following the closing of the initial public offering. On January 30, 2006, Pfizer and the Company agreed to settle those claims, along with certain other potential environmental liabilities of Pfizer, in consideration of a payment by Pfizer of $4.5 million. Such payment was recorded as additional paid-in capital, net of its related tax effect. Item 14. Principal Accountant Fees and Services The information appearing in the Company's Proxy Statement under the caption "Principal Accountant Fees and Services" is incorporated herein by reference. 28 Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: PART IV 1. Financial Statements. The following Consolidated Financial Statements of Mineral Technologies Inc. and subsidiary companies and Reports of Independent Registered Public Accounting Firm are set forth on pages F-2 to F-35. Consolidated Balance Sheets as of December 31, 2007 and 2006 Consolidated Statements of Operations for the years ended December 31, 2007, 2006, and 2005 Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2007, 2006 and 2005 Notes to the Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Management's Report on Internal Control Over Financial Reporting 2. Financial Statement Schedule. The following financial statement schedule is filed as part of this report: Schedule II - Page Valuation and Qualifying Accounts..................................................................... S-1 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted. 3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report. 3.1 3.2 3.3 4 - Restated Certificate of Incorporation of the Company (1) - By-Laws of the Company as amended and restated effective May 25, 2005 (5) - Certificate of Designations authorizing issuance and establishing designations, preferences and rights of Series A Junior Preferred Stock of the Company (1) - Rights Agreement, executed effective as of September 13, 1999 (the "Rights Agreement"), between Minerals Technologies Inc. and Chase Mellon Shareholders Services L.L.C., as Rights Agents, including as Exhibit B the forms of Rights Certificate and of Election to Exercise (6) 4.1 10.1 - Specimen Certificate of Common Stock (1) - Asset Purchase Agreement, dated as of September 28, 1992, by and between Specialty Refractories Inc. and Quigley Company Inc. (2) 10.1(a) - Agreement dated October 22, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3) 10.1(b) - Letter Agreement dated October 29, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3) 10.2 - Reorganization Agreement, dated as of September 28, 1992, by and between the Company and Pfizer Inc (2) 10.3 - Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Specialty Minerals Inc. (2) 10.4 - Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Barretts Minerals Inc. (2) 10.4(a) - Agreement dated October 22, 1992 between Pfizer Inc, Barretts Minerals Inc. and Specialty Minerals Inc., amending Exhibits 10.3 and 10.4 (3) 10.5 - Form of Employment Agreement (4), together with schedule relating to executed Employment Agreements (6) (+) 10.6 10.7 10.8 10.9 - Form of Severance Agreement, together with schedule relating to executed Severance Agreements (7) (+) - Company Employee Protection Plan, as amended August 27, 1999 (6) (+) - Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (4)(+) - 2001 Stock Award and Incentive Plan of the Company, as amended and restated as of December 20, 2005 (7) (+) 10.10 10.10(a) 10.11 10.12 10.13 - Company Retirement Plan, as amended and restated effective as of January 1, 2006 (4) (+) - First Amendment to the Company's Retirement Plan, effective as of January 1, 2008 (*) (+) - Company Nonfunded Supplemental Retirement Plan, as amended effective April 24, 2003 (8) (+) - Company Savings and Investment Plan, as amended and restated as of September 14, 2007 (*) (+) - Company Nonfunded Deferred Compensation and Supplemental Savings Plan, as amended effective April 24, 2003 (8) (+) 10.14 - Company Health and Welfare Plan, effective as of April 1, 2003 and amended and restated as of January 1, 2006 (4)(+) 29 10.15 - Grantor Trust Agreement, as amended and restated as of December 23, 2005, between the Company and The Bank of New York, as Trustee (7)(+) 10.16 10.17 10.18 10.19 21.1 23.1 31.1 31.2 32 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) - Note Purchase Agreement, dated as of October 5, 2006, among the Company, Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut with respect to the Company's issuance of $75,000,000 in aggregate principal amount of senior unsecured notes due October 5, 2013 (9) Indenture, dated July 22, 1963, between the Cork Harbour Commissioners and Roofchrome Limited (2) - - Agreement of Lease, dated as of May 24, 1993, between the Company and Cooke Properties Inc. (1) - Employment Agreement, dated November 27, 2006, between the Company and Joseph C. Muscari (10) - Subsidiaries of the Company (*) - Consent of Independent Registered Public Accounting Firm (*) - Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal executive officer (*) - Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal financial officer (*) - Section 1350 Certification (*) Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2003. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2006. Incorporated by reference to the exhibit so designated filed with the Company's current Report on Form 8-K filed on May 27, 2005. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2005. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10- Q for the quarter ended March 30, 2003. Incorporated by reference to the exhibit 10.1 filed with the Company's Current Report on Form 8-K filed on October 11, 2006. Incorporated by reference to exhibit 10.1 filed with the Company's Current Report on Form 8-K/A filed on December 1, 2006. (*) Filed herewith. (+) Management contract or compensatory plan or arrangement required to be filed pursuant to Item 601 of Regulation S-K. 30 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: /s/Joseph C. Muscari Joseph C. Muscari Chairman and Chief Executive Officer February 27, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ Joseph C. Muscari Joseph C. Muscari Chairman and Chief Executive Officer (principal executive officer) February 27, 2008 /s/ John A. Sorel John A. Sorel Senior Vice President-Finance and February 27, 2008 Chief Financial Officer (principal financial officer) /s/ Michael A. Cipolla Michael A. Cipolla Vice President - Controller and February 27, 2008 Chief Accounting Officer (principal accounting officer) 31 SIGNATURE /s/ Paula H.J. Cholmondeley Paula H. J. Cholmondeley TITLE Director DATE February 27, 2008 /s/ Duane R. Dunham Duane R. Dunham /s/ Steven J. Golub Steven J. Golub /s/ Kristina M. Johnson* Kristina M. Johnson /s/ Michael F. Pasquale Michael F. Pasquale /s/ John T. Reid John T. Reid /s/ William C. Stivers William C. Stivers Director February 27, 2008 Director February 27, 2008 Director February 27, 2008 Director February 27, 2008 Director February 27, 2008 Director February 27, 2008 * By Attorney-in-Fact 32 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES _______________________________________ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Audited Financial Statements: Page Consolidated Balance Sheets as of December 31, 2007 and 2006 ....................................................................... F-2 Consolidated Statements of Operations for the years ended December 31, 2007, 2006, and 2005...................... F-3 Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005 .................... F-4 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2007, 2006 and 2005 ....... F-5 Notes to Consolidated Financial Statements ........................................................................................................ F-6 Reports of Independent Registered Public Accounting Firm ............................................................................... F-33 Management's Report on Internal Control Over Financial Reporting ................................................................. F-35 F-1 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (thousands of dollars) December 31, 2007 2006 Assets Current assets: Cash and cash equivalents ................................................................................... $ Short-term investments, at cost which approximates market............................... Accounts receivable, less allowance for doubtful accounts: 2007 - $3,223; 2006 - $4,550...................................................................... Inventories ........................................................................................................... Prepaid expenses and other current assets ........................................................... Assets held for disposal ....................................................................................... Total current assets....................................................................... 128,985 9,697 180,868 103,373 22,773 27,614 473,310 Property, plant and equipment, less accumulated depreciation and depletion ...... Goodwill ............................................................................................................... Prepaid pension costs............................................................................................ Other assets and deferred charges......................................................................... 489,386 71,964 53,667 40,566 Total assets ................................................................................... $ 1,128,893 Liabilities and Shareholders' Equity Current liabilities: Short-term debt ..................................................................................................... $ Current maturities of long-term debt .................................................................... Accounts payable.................................................................................................. Income taxes payable............................................................................................ Accrued compensation and related items.............................................................. Restructuring liabilities......................................................................................... Other current liabilities ......................................................................................... Liabilities of assets held for disposal .................................................................... Total current liabilities ................................................................. Long-term debt .......................................................................................................... Accrued pension and postretirement benefits ............................................................. Deferred taxes on income ........................................................................................... Other non-current liabilities........................................................................................ Total liabilities ............................................................................. Commitments and contingent liabilities (Notes 18 and 19) Shareholders' equity: Preferred stock, without par value; 1,000,000 shares authorized; none issued .. Common stock at par, $0.10 par value; 100,000,000 shares authorized; issued 28,539,812 shares in 2007 and 28,102,001 shares in 2006................ Additional paid-in capital...................................................................................... Retained earnings .................................................................................................. Accumulated other comprehensive income (loss)................................................. Less common stock held in treasury, at cost; 9,449,673 9,518 7,210 66,084 3,826 26,714 14,479 34,517 4,801 167,149 111,006 42,412 2,539 54,614 377,720 -- 2,854 294,367 802,096 45,365 shares in 2007 and 9,016,473 shares in 2006 ............................................... Total shareholders' equity ......................................................................... (393,509) 751,173 $ 67,929 8,380 188,784 129,894 16,775 -- 411,762 652,797 68,977 25,717 33,871 $ 1,193,124 $ 87,644 2,063 60,963 9,425 22,569 -- 29,399 -- 212,063 113,351 55,419 18,605 41,129 440,567 -- 2,810 269,101 867,512 (21,248) (365,618) 752,557 Total liabilities and shareholders' equity ...................................... $ 1,128,893 $ 1,193,124 See Notes to Consolidated Financial Statements, which are an integral part of these statements. F-2 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF OPERATIONS (thousands of dollars, except per share data) Net sales............................................................................................................... $ 1,077,721 845,136 Cost of goods sold ............................................................................................... 232,585 Production margin .......................................................................................... $ 1,023,544 $ 798,730 224,814 Year Ended December 31, 2006 2007 2005 956,827 743,996 212,831 Marketing and administrative expenses............................................................... Research and development expenses................................................................... Impairment of assets............................................................................................ Restructuring and other costs............................................................................... 104,649 26,348 94,070 16,017 104,633 27,753 -- -- 98,160 27,038 265 -- Income (loss) from operations........................................................................ (8,499) 92,428 87,368 Interest income ............................................................................................... Interest expense .............................................................................................. Foreign exchange gains (losses)..................................................................... Other income (deductions) ............................................................................. Non-operating deductions, net............................................................................. 3,083 (8,701) 513 2,105 (3,000) Income (loss) before provision for taxes on income, minority interests and discontinued operations ........... Provision for taxes on income ............................................................................. Minority interests................................................................................................. Income (loss) from continuing operations...................................................... Loss from discontinued operations, net of tax ..................................................... Net income ..................................................................................................... $ (11,499) 11,266 2,904 (25,669) (37,845) (63,514) Earnings per share: Basic: Income (loss) from continuing operations...................................................... $ Loss from discontinued operations................................................................. Basic earnings (loss) per share ............................................................ $ Diluted: Income (loss) from continuing operations...................................................... $ Loss from discontinued operations................................................................. Diluted earnings (loss) per share ......................................................... $ (1.34) (1.97) (3.31) (1.34) (1.97) (3.31) 1,762 (8,319) (268) 955 (5,870) 86,558 26,992 3,441 56,125 (6,174) 49,951 $ 2.86 $ (0.31) 2.55 $ 2.84 $ (0.31) 2.53 $ 1,384 (6,042) (450) 1,279 (3,829) 83,539 25,157 1,732 56,650 (3,386) 53,264 2.78 (0.16) 2.62 2.75 (0.16) 2.59 $ $ $ $ $ See Notes to Consolidated Financial Statements, which are an integral part of these statements. F-3 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands of dollars) Operating Activities Net income (loss) ............................................................................................................ $ Loss from discontinued operations.................................................................................. Income (loss) from continuing operations....................................................................... (63,514) $ (37,845) (25,669) $ 49,951 (6,174) 56,125 53,264 (3,386) 56,650 Year Ended December 31, 2006 2005 2007 Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: Depreciation, depletion and amortization .................................................................. Impairment of assets .................................................................................................. Loss on disposal of property, plant and equipment.................................................... Deferred income taxes ............................................................................................... Provisions for bad debts............................................................................................. Stock-based compensation......................................................................................... Other.......................................................................................................................... Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable................................................................................................... Inventories ................................................................................................................. Prepaid expenses and other current assets ................................................................. Pension plan funding ................................................................................................. Accounts payable....................................................................................................... Restructuring liabilities.............................................................................................. Income taxes payable................................................................................................. Tax benefits related to stock incentive programs....................................................... Other.......................................................................................................................... Net cash provided by continuing operations ................................................................... Net cash used in discontinued operations........................................................................ Net cash provided by operations ..................................................................................... Investing Activities Purchases of property, plant and equipment.................................................................... Purchases of short-term investments ............................................................................... Proceeds from sales of short-term investments ............................................................... Proceeds from disposal of property, plant and equipment............................................... Proceeds from insurance settlement ................................................................................ Acquisition of businesses, net of cash acquired .............................................................. Net cash used in investing activities - continuing operations .......................................... Net cash used in investing activities - discontinued operations....................................... Net cash used in investing activities................................................................................ Financing Activities Proceeds from issuance of long-term debt ...................................................................... Repayment of long-term debt.......................................................................................... Net proceeds from issuance (repayment) of short-term debt........................................... Purchase of common shares for treasury......................................................................... Cash dividends paid ........................................................................................................ Proceeds from issuance of stock under option plan......................................................... Excess tax benefits related to stock incentive programs.................................................. Indemnification proceeds from former parent company ................................................. Debt issuance costs.......................................................................................................... Net cash used in financing activities ............................................................................... Effect of exchange rate changes on cash and cash equivalents ....................................... Net increase (decrease) in cash and cash equivalents..................................................... Cash and cash equivalents at beginning of year .............................................................. Cash and cash equivalents at end of year ........................................................................ $ 84,565 94,070 1,639 (15,148) (49) 4,196 2,729 15,281 15,223 (923) (24,050) 4,049 14,479 3,956 2,649 4,227 181,224 (1,533) 179,691 (46,072) (14,798) 14,147 354 3,000 -- (43,369) (3,376) (46,745) 7,741 (5,411) (78,206) (25,339) (3,845) 17,953 889 -- -- (86,218) 80,535 -- 839 4,345 377 4,015 3,475 5,148 (2,744) 2,951 (22,348) (6,268) -- 3,040 590 8,885 138,965 (3,366) 135,599 (57,426) (12,590) 6,440 675 2,398 (32,416) (92,919) (27,733) (120,652) 75,000 (53,754) 24,797 (53,372) (3,911) 3,741 152 4,500 (190) (3,037) 14,328 61,056 67,929 128,985 $ 4,919 16,829 51,100 67,929 $ 71,777 265 1,198 6,328 (518) 2,066 2,124 (33,553) (16,638) 280 (12,874) 7,224 -- (6,080) 2,138 (419) 79,968 (1,451) 78,517 (94,542) (2,350) 7,200 311 -- (3,170) (92,551) (16,997) (109,548) -- (3,825) 32,847 (47,618) (4,070) 8,747 -- -- -- (13,919) (9,717) (54,667) 105,767 51,100 Non-cash Investing and Financing Activities: Tax liability on indemnification proceeds from former parent company ........................ $ Property, plant and equipment additions related to asset retirement obligations............. $ -- $ -- $ Treasury stock purchases settled after year-end .............................................................. $ 2,552 $ 1,782 $ -- $ -- $ -- 839 -- See Notes to Consolidated Financial Statements, which are an integral part of these statements. F-4 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands) Balance as of January 1, 2005....................... $ 2,778 $ 248,230 $ $ 779,397 $ Common Stock Par Value Additional Paid-in Capital Deferred Compensation (2,088) Retained Earnings Treasury Stock at Cost (264,628) $ Total $ 799,313 Accumulated Other Comprehensive Income (Loss) 35,624 Comprehensive income: Net income...................................................... Currency translation adjustment .................... Additional minimum liability......................... Cash flow hedges: Net derivative losses arising during the year . Reclassification adjustment............................ Total comprehensive income .................... Dividends declared ......................................... Employee Benefit transactions....................... Income tax benefit arising from employee stock option plans...................................... Issuance of restricted stock ............................ Amortization of restricted stock..................... Purchase of common stock for treasury......... Balance as of December 31, 2005 ................. Comprehensive Income: Net income...................................................... Currency translation adjustment .................... Additional minimum liability......................... Cash flow hedge: Net derivative losses arising during the year . Reclassification adjustment............................ Total comprehensive income .................... Dividends declared ......................................... Opening retained earnings adjustment due to adoption of EITF 04-06......................... Employee Benefit transactions....................... Income tax benefit arising from employee stock option plans...................................... Reclassification of unearned compensation... Amortization of restricted stock..................... Indemnity proceeds, net of tax ....................... Adjustment to initially apply SFAS 158, net of tax .................................................... Stock option expenses .................................... Purchase of common stock for treasury......... Balance as of December 31, 2006 ................. Comprehensive Income (loss): Net income (loss)............................................ Currency translation adjustment .................... Unamortized gains and prior service cost...... Cash flow hedge: Net derivative losses arising during the year . Reclassification adjustment............................ Total comprehensive income (loss) .......... Dividends declared ......................................... Opening retained earnings adjustment due to adoption of FIN 48 (Note 5) ................. Employee benefit transactions ....................... Income tax benefit arising from employee stock option plans...................................... Amortization of restricted stock..................... Stock option expenses .................................... Purchase of common stock for treasury......... Balance as of December 31, 2007 ................. $ -- -- -- -- -- -- -- 22 -- -- -- -- 2,800 -- -- -- -- -- -- -- -- 10 -- -- -- -- -- -- -- -- -- -- -- -- -- 8,725 2,138 2,066 -- -- 261,159 -- -- -- -- -- -- -- -- 3,731 741 (3,263) 1,679 2,718 -- 2,336 2,810 269,101 -- -- -- -- -- -- -- -- -- 44 -- -- -- -- -- -- -- -- -- 17,909 -- -- -- -- 2,854 $ 3,161 1,813 2,383 -- 294,367 $ -- -- -- -- -- -- -- -- -- (2,066) 891 -- (3,263) -- -- -- -- -- -- -- -- -- -- 3,263 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 53,264 -- -- -- -- 53,264 (4,070) -- -- -- -- -- 828,591 49,951 -- -- -- -- 49,951 (3,911) (7,119) -- -- -- -- -- -- -- -- (43,648) 1,901 (118) 362 (41,503) -- -- -- -- -- -- (5,879) -- 35,924 2,988 (62) 124 38,974 -- -- -- -- -- -- -- (54,343) -- 867,512 (21,248) (63,514) -- -- -- 48,488 18,106 -- -- -- -- -- -- -- -- -- -- -- (47,618) (312,246) -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- (53,372) (365,618) -- -- -- -- -- -- -- -- -- -- (43) 62 66,613 -- -- -- -- -- -- (63,514) (3,845) -- 1,943 -- -- -- -- -- 802,096 $ $ -- -- -- -- 45,365 $ -- -- -- (27,891) (393,509) $ 53,264 (43,648) 1,901 (118) 362 11,761 (4,070) 8,747 2,138 -- 891 (47,618) 771,162 49,951 35,924 2,988 (62) 124 88,925 (3,911) (7,119) 3,741 741 -- 1,679 2,718 (54,343) 2,336 (53,372) 752,557 (63,514) 48,488 18,106 (43) 62 3,099 (3,845) -- 1,943 17,953 3,161 1,813 2,383 (27,891) 751,173 See Notes to Consolidated Financial Statements, which are an integral part of these statements. F-5 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Minerals Technologies Inc. (the "Company") and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to prior year amounts to conform with the current year presentation. See Note 4, "Discontinued Operations" for further information. Use of Estimates The Company employs accounting policies that are in accordance with U.S. generally accepted accounting principles and require management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Significant estimates include those related to revenue recognition, allowance for doubtful accounts, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, pension plan assumptions, income tax, valuation allowances, and litigation and environmental liabilities. Actual results could differ from those estimates. Business The Company is a resource- and technology-based company that develops, produces and markets on a worldwide basis a broad range of specialty mineral, mineral-based products and related systems and technologies. The Company's products are used in manufacturing processes of the paper and steel industries, as well as by the building materials, polymers, ceramics, paints and coatings, and other manufacturing industries. Cash Equivalents and Short-term Investments The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents amounted to $4.7 million and $4.0 million at December 31, 2007 and 2006, respectively. Short-term investments consist of financial instruments with original maturities beyond three months. Short-term investments amounted to $9.7 million and $8.4 million at December 31, 2007 and 2006, respectively. Trade Accounts Receivable Trade accounts receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience and specific allowances for bankrupt customers. The Company also analyzes the collection history and financial condition of its other customers, considering current industry conditions and determines whether an allowance needs to be established. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days based on payment terms are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Additionally, as required by SFAS No. 151, "Inventory Costs - an Amendment of ARB No. 43, Chapter 4," items such as idle facility expense, excessive spoilage, freight handling costs and re-handling costs are recognized as current period charges. The allocation of fixed production overheads to the costs of conversion are based upon the normal capacity of the production facility. Fixed overhead costs associated with idle capacity are expensed as incurred. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenditures are charged to operations as incurred. The Company capitalizes interest cost as a component of construction in progress. In general, the straight-line method of depreciation is used for financial reporting purposes and accelerated methods are used for U.S. and certain foreign tax reporting purposes. The annual rates of depreciation are 3% - 6.67% for buildings, 6.67% - 12.5% for machinery and equipment, 8% - 12.5% for furniture and fixtures and 12.5% - 25% for computer equipment and software-related assets. The estimated useful lives of our PCC production facilities and machinery and equipment pertaining to our natural stone mining and processing plants and our chemical plants are 15 years. Property, plant and equipment are depreciated over their useful lives. Useful lives are based on management's estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer's contractual obligation to purchase products made using those assets. The Company's sales of PCC are predominantly F-6 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS pursuant to long-term evergreen contracts, initially ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a PCC customer to renew an agreement or continue to purchase PCC from a Company facility could result in an impairment of assets charge or accelerated depreciation at such facility. Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes, based upon proven and probable reserves, and on a percentage depletion basis of tax purposes. Stripping Costs Incurred During Production The Company accounts for stripping costs in accordance with the consensus of Emerging Issues Task Force ("EITF") Issue No. 04-06, "Accounting for Stripping Costs Incurred During Production in the Mining Industry." Stripping costs are those costs incurred for the removal of waste materials for the purpose of accessing ore body that will be produced commercially. Stripping costs incurred during the production phase of a mine are variable costs that are included in the costs of inventory produced during the period that the stripping costs are incurred. Accounting for the Impairment of Long-Lived Assets The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived assets," and EITF 04-3, "Mining Assets: Impairment and Business Combinations." SFAS No. 144 establishes a uniform accounting model for long-lived assets to be disposed of. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest), resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted cash flows. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. The Company accounts for goodwill and other intangible assets under SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indefinite lives are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated lives to the estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the fair value of the reporting unit's goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the fair value of the goodwill is less than the book value, the difference is recognized as an impairment. Accounting for Asset Retirement Obligations The Company accounts for asset retirement obligations in accordance with SFAS No. 143, "Accounting for Asset Retirement Obligations" and under the provisions of FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations." SFAS No. 143 establishes the financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. FASB Interpretation No. 47 includes legal obligations to perform asset retirement activities where timing or method of settlement are conditional on future events. Fair Value of Financial Instruments The recorded amounts of cash and cash equivalents, receivables, short-term borrowings, accounts payable, accrued interest, and variable-rate long-term debt approximate fair value because of the short maturity of those instruments or the variable nature of underlying interest rates. Short-term investments are recorded at cost, which approximates fair market value. F-7 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Derivative Financial Instruments The Company accounts for derivative financial instruments which are used to hedge certain foreign exchange risk in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." See the Notes on Derivative Financial Instruments and Hedging Activities and Financial Instruments and Concentrations of Credit Risk in the Consolidated Financial Statements for a full description of the Company's hedging activities and related accounting policies. Revenue Recognition Revenue from sale of products is recognized at the time the goods are shipped and title passes to the customer. In most of the Company's PCC contracts, the price per ton is based upon the total number of tons sold to the customer during the year. Under those contracts the price billed to the customer for shipments during the year is based on periodic estimates of the total annual volume that will be sold to such customer. Revenues are adjusted at the end of each year to reflect the actual volume sold. The Company also has consignment arrangements with certain customers in our Refractories segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer. Revenues from sales of equipment are recorded upon completion of installation and receipt of customer acceptance. Revenues from services are recorded when the services have been performed. Foreign Currency The assets and liabilities of the Company's international subsidiaries are translated into U.S. dollars using exchange rates at the respective balance sheet date. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) in shareholders' equity. Income statement items are generally translated at monthly average exchange rates prevailing during the period. International subsidiaries operating in highly inflationary economies translate non-monetary assets at historical rates, while net monetary assets are translated at current rates, with the resulting translation adjustments included in net income. At December 31, 2007, the Company had no international subsidiaries operating in highly inflationary economies. Income Taxes Income taxes are provided for based on the asset and liability method of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company operates in multiple taxing jurisdictions, both within the U.S. and outside the U.S. In certain situations, a taxing authority may challenge positions that the Company has adopted in its income tax filings. The Company regularly assesses its tax position for such transactions and includes reserves for those differences in position. The reserves are utilized or reversed once the statute of limitations has expired or the matter is otherwise resolved. The Company accounts for uncertain tax positions in accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), an interpretation of FASB Statement No. 109 ("SFAS 109"). The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgements regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgements can materially affect amounts recognized in the consolidated balance sheets and statements of income. The Company's accounting policy is to recognize interest and penalties as part of its provision for income taxes. See Note 5 to the consolidated financial statements, "Income Taxes," for additional detail on our uncertain tax positions. The accompanying financial statements generally do not include a provision for U.S. income taxes on international subsidiaries' unremitted earnings, which are expected to be permanently reinvested overseas. Research and Development Expenses Research and development expenses are expensed as incurred. Accounting for Stock-Based Compensation The Company accounts for share-based compensation in accordance with SFAS No. 123R, "Share-Based Payment." Under the provisions of SFAS No. 123R, the Company recognizes compensation expense for share-based awards based upon the grant date fair value over the vesting period. F-8 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Pension and Post-retirement Benefits The Company has defined benefit pension plans covering the majority of its employees. The benefits are generally based on years of service and an employee's modified career earnings. The Company also provides post-retirement healthcare benefits for the majority of its retirees and employees in the United States. The Company measures the costs of its obligation based on its best estimate. The net periodic costs are recognized as employees render the services necessary to earn the post-retirement benefits. Environmental Expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when it is probable the Company will be obligated to pay amounts for environmental site evaluation, remediation or related costs, and such amounts can be reasonably estimated. Earnings Per Share Basic earnings per share have been computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share have been computed based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all potentially dilutive common shares outstanding. Note 2. Stock-Based Compensation The Company has a 2001 Stock Award and Incentive Plan (the "Plan"), which provides for grants of incentive and non- qualified stock options, restricted stock, stock appreciation rights, stock awards or performance unit awards. The Plan is administered by the Compensation Committee of the Board of Directors. Stock options granted under the Plan generally have a ten year term. The exercise price for stock options are at prices at or above the fair market value of the common stock on the date of the grant, and each award of stock options will vest ratably over a specified period, generally three years. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R, "Share-Based Payments," using the modified prospective method. Under this transition method, stock-based compensation expense was recognized in the consolidated financial statements for stock options granted on and subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R, and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123. As provided under the modified prospective method, results for prior periods have not been restated. The cumulative effect of the adoption of SFAS No. 123R did not have a significant impact on the financial statements. Net income (loss) for years ended 2007 and 2006 include $2.4 million and $2.3 million pretax compensation costs, respectively, related to stock option expense as a component of marketing and administrative expenses. All stock option expense is recognized in income. The related tax benefit included in the statement of operations on the non-qualified stock options is $0.6 million and $0.5 million for 2007 and 2006, respectively. Prior to the adoption of SFAS No. 123R, all income tax benefits resulting from the exercise of stock options were presented as operating cash inflows in the consolidated statements of cash flows. As required under SFAS No. 123R, the benefits of tax deductions in excess of the tax benefit of compensation costs recognized or would have been recognized under SFAS No. 123 for those options are classified as financing inflows on the consolidated statement of cash flows. The following table shows the pro forma effects on net income and earnings per share for the year ended December 31, 2005 had compensation cost been recognized in accordance with SFAS No. 123, as amended by SFAS No. 148 "Accounting for Stock-Based Compensation – Transition and Disclosure." F-9 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Net income, as reported ................................................ $ Add: Stock-based employee compensation included in reported net income, net of related tax effects .... Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects...... Pro forma net income ....................................... $ Basic EPS Net income, as reported ................................................ $ Pro forma net income ................................................... $ Diluted EPS Net income, as reported ................................................ $ Pro forma net income ................................................... $ Dec. 31, 2005 53.3 0.6 (2.1 ) 51.8 2.62 2.54 2.59 2.52 Disclosures for the periods ended December 31, 2007 and December 31, 2006 are not presented because the amounts are recognized in the consolidated financial statements. Stock Options The fair value of options granted is estimated on the date of grant using the Black-Scholes valuation model. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on the Company's historical experience and future expectations. The forfeiture rate assumption used for the period ended December 31, 2007 was approximately 8%. The weighted average grant date fair value for stock options granted during the years ended December 31, 2007, 2006 and 2005 was $21.61, $18.97 and $24.13, respectively. The weighted average grant date fair value for stock options vested during 2007 and 2006 was $20.83. The total intrinsic value of stock options exercised during the years ended December 31, 2007 and 2006 was $9.4 million and $1.8 million, respectively. The fair value for stock awards was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions for the years ended December 31, 2007, 2006 and 2005: Expected life (years)...................................... Interest rate .................................................... Volatility........................................................ Expected dividend yield ................................ 6.5 4.50% 25.10% 0.26% 6.4 4.63% 24.78% 0.37% 2007 2006 2005 (pro forma) 7.0 4.36% 28.72% 0.32% The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, based upon contractual terms, vesting schedules, and expectations of future employee behavior. The expected stock-price volatility is based upon the historical volatility of the Company's stock. The interest rate is based upon the implied yield on U.S. Treasury bills with an equivalent remaining term. Estimated dividend yield is based upon historical dividends paid by the Company. F-10 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes stock option activity for the year ended December 31, 2007: Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Shares Balance January 1, 2007 .............................. Granted ........................................................ Exercised...................................................... Canceled ...................................................... Balance December 31, 2007 ........................ 1,152,069 146,100 (433,965) (24,489) 839,715 Exercisable, December 31, 2007 ................. 603,787 $ $ $ 46.44 61.19 43.01 55.67 50.51 47.20 5.03 2.81 $ $ 13,805 11,925 The aggregate intrinsic value above is before applicable income taxes, based on the Company's closing stock price of $66.95 as of the last business day of the period ended December 31, 2007 had all options been exercised on that date. The weighted average intrinsic value of the options exercised during 2007 and 2006 was $21.70 and $17.48, respectively. As of December 31, 2007, total unrecognized stock-based compensation expense related to nonvested stock options was approximately $2.5 million, which is expected to be recognized over a weighted average period of approximately three years. The Company issues new shares of common stock upon the exercise of stock options. Non-vested stock option activity for the year ended December 31, 2007 is as follows: Nonvested options outstanding at December 31, 2006 .............. Options granted.......................................................................... Options vested ........................................................................... Options forfeited ....................................................................… $ Shares 226,889 146,100 (113,583) (23,478) Nonvested options outstanding, December 31, 2007.................. 235,928 $ Weighted Average Exercise Price Per Share 55.50 61.19 55.47 56.09 58.98 The following table summarizes additional information concerning options outstanding at December 31, 2007: Options Outstanding Options Exercisable Range of Exercise Prices 34.825 - $ 46.625 - $ 55.840 - $ 34.825 - $ 44.156 54.225 66.000 66.000 $ $ $ $ Number Outstanding at 12/31/07 220,629 417,120 201,966 839,715 Restricted Stock Weighted Average Remaining Contractual Term (Years) 1.4 5.5 8.0 5.0 Weighted Average Exercise Price 38.78 51.53 61.20 50.51 $ $ $ $ Number Exercisable at 12/31/07 220,629 345,620 37,538 603,787 Weighted Average Exercise Price 38.78 51.02 61.47 47.20 $ $ $ $ The Company has granted certain corporate officers rights to receive shares of the Company's common stock under the Company's 2001 Stock Award and Incentive Plan (the "Plan"). The rights will be deferred for a specified number of years of service, subject to restrictions on transfer and other conditions. Under the provisions of SFAS No. 123R compensation expense for these shares is recognized over the vesting period. The Company granted 87,650 shares and 50,300 shares for the periods ended December 31, 2007 and 2006, respectively. The fair value was determined based on the market value of unrestricted shares. The discount for the restriction was not significant. As of December 31, 2007, there was unrecognized stock-based compensation related to restricted stock of $4.7 million, which will be recognized over approximately the next three years. The compensation expense amortized with respect to all units was approximately $2.8 million and $1.7 million for the periods ended December 31, 2007 and 2006, respectively. In addition, the Company recorded $1.0 million in reversals related to restricted stock forfeitures. Such costs and reversals are included in marketing and administrative expenses. There were 33,363 restricted stock shares that were vested as of December 31, 2007. F-11 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the restricted stock activity for the Plan: Weighted Average Grant Date Fair Value $ $ $ $ $ 55.61 61.27 55.42 56.56 58.98 Shares 134,800 87,650 33,363 55,554 133,533 Unvested balance at December 31, 2006 ..... Granted ........................................................ Vested .......................................................... Canceled ...................................................... Unvested balance at December 31, 2007 ..... Note 3. Earnings Per Share (EPS) (thousand of dollars, except per share amounts) 2007 2006 2005 Basic EPS Income (loss) from continuing operations ......................................................... $ Loss from discontinued operations .................................................................... Net income (loss) ........................................................................................... $ (25,669) $ (37,845) (63,514) $ 56,125 (6,174) 49,951 $ $ Weighted average shares outstanding................................................................ 19,190 19,600 Basic earnings (loss) per share from continuing operations .............................. $ Basic earnings (loss) per share from discontinued operations ........................... Basic earnings (loss) per share....................................................................... $ (1.34) $ (1.97) (3.31) $ Diluted EPS Income (loss) from continuing operations ......................................................... $ Loss from discontinued operations .................................................................... Net income (loss) ........................................................................................... $ 2007 (25,669) $ (37,845) (63,514) $ 2.86 (0.31) 2.55 $ $ 56,125 (6,174) 49,951 $ $ 2006 2005 Weighted average shares outstanding................................................................ Dilutive effect of stock options.......................................................................... Weighted average shares outstanding, adjusted................................................. 19,190 -- 19,190 19,600 138 19,738 Diluted earnings (loss) per share from continuing operations ........................... $ Diluted earnings (loss) per share from discontinued operations........................ Diluted earnings (loss) per share.................................................................... $ (1.34) $ (1.97) (3.31) $ 2.84 (0.31) 2.53 $ $ 56,650 (3,386) 53,264 20,345 2.78 (0.16) 2.62 56,650 (3,386) 53,264 20,345 222 20,567 2.75 (0.16) 2.59 The weighted average diluted common shares outstanding for the year ended December 31, 2007 excludes the dilutive effect of stock options and restricted stock, as inclusion of these would be anti-dilutive. Additionally, options to purchase 154,133 shares and 371,587 shares of common stock for the years ended December 31, 2007 and December 31, 2006, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive, as the exercise prices of the options were greater than the average market price of the common shares. Note 4. Discontinued Operations During the third quarter of 2007, the Company conducted an in-depth strategic review of its operations. This review resulted in a realignment of its operations, which included the exiting of certain businesses. Accordingly, during the fourth quarter of 2007, the Company classified its Synsil operations and its plants at Mount Vernon and Wellsville as discontinued operations. These operations were part of the Company's Specialty Minerals segment. The assets of these operations are held and available for sale. The Company expects the sale of these assets to be completed within a one-year time frame. The Company does not anticipate the ongoing cash flows of these operations until disposition to be material. In April 2006, the Company ceased operation at its one-unit satellite PCC facility in Hadera, Israel. In the fourth quarter, the Company recorded a loss from discontinued operations of approximately $1.7 million upon liquidation of its investment F-12 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS in Israel. This loss was predominantly related to the recognition of foreign currency translation losses previously recognized in accumulated other comprehensive income (loss). The consolidated financial statements for all prior periods presented have been reclassified to reflect these businesses in discontinued operations. The following table details selected financial information for the discontinued operation in the consolidated statements of operations. The amounts exclude general corporate overhead and interest expense which were previously allocated to the entities comprising discontinued operations. Thousands of Dollars 2007 2006 2005 Net sales.......................................................................................... $ 30,187 $ 37,232 $ 39,011 Production margin .......................................................................... Expenses ......................................................................................... Impairment of assets....................................................................... Restructuring and other costs.......................................................... (5,238) 4,129 46,878 2,317 (3,432) 4,035 -- -- (1,800) 3,738 -- -- Loss from operations ...................................................................... $ (58,562) Other income .................................................................................. $ Foreign currency translation loss from liquidation of investment ............................................ $ 82 -- Provision (benefit) for taxes on income.......................................... $ (20,635) Loss from discontinued operations, net of tax ................................ $ (37,845) $ $ $ $ $ (7,467) $ (5,538) 481 $ 284 (1,563) (2,375) (6,174) $ $ $ -- (1,868) (3,386) The major classes of assets and liabilities held for disposals in the consolidated balance sheets are as follows: Thousands of Dollars Assets: Accounts receivable ....................................................................................... $ Inventories...................................................................................................... Property, plant and equipment, net................................................................. Goodwill......................................................................................................... Other assets .................................................................................................... Assets held for disposal ....................................................................................... $ Liabilities: Accounts payable ........................................................................................... $ Accrued liabilities .......................................................................................... Liabilities of assets held for disposal................................................................... $ 2007 4,328 10,146 11,507 1,629 4 27,614 2,897 1,904 4,801 Note 5. Income Taxes Income (loss) before provision for taxes, minority interests, and discontinued operations by domestic and foreign source is as follows: Thousands of Dollars Domestic ...................................................................... $ Foreign ......................................................................... Total income (loss) before provision for income taxes $ 2007 $ 8,243 (19,742 ) (11,499 ) $ 2006 48,074 38,484 86,558 $ $ 2005 46,615 36,924 83,539 F-13 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The provision for taxes on income consists of the following: Thousands of Dollars Domestic Taxes currently payable 2007 2006 2005 Federal.......................................................................... $ State and local .............................................................. Deferred income taxes.................................................. Domestic tax provision...................................... $ 11,257 1,362 (9,955) 2,664 8,609 2,877 5,044 16,530 $ Foreign Taxes currently payable................................................ Deferred income taxes.................................................. Foreign tax provision......................................... 13,795 (5,193) 8,602 11,161 (699) 10,462 7,733 876 7,144 15,753 10,220 (816) 9,404 Total tax provision........................... $ 11,266 $ 26,992 $ 25,157 The provision for taxes on income shown in the previous table is classified based on the location of the taxing authority, regardless of the location in which the taxable income is generated. The major elements contributing to the difference between the U.S. federal statutory tax rate and the consolidated effective tax rate are as follows: Percentages 2007 2006 2005 U.S. statutory tax rate ................................................... Depletion ...................................................................... Difference between tax provided on foreign earnings (35.0)% (31.3) 35.0 % (4.9) and the U.S. statutory rate ..................................... (15.0) (3.5) Foreign restructuring and impairment losses with no tax benefit................................................. State and local taxes, net of Federal tax benefit ........... Tax credits and foreign dividends ................................ Increase in valuation allowance.................................... Impact of FIN 48 .......................................................... Other............................................................................. Consolidated effective tax rate ..................................... 145.3 6.2 6.1 4.6 8.2 8.9 98.0 % -- 2.6 0.8 1.2 -- (0.1) 31.1 % 35.0 % (4.6) (4.2) -- 1.7 2.2 -- -- -- 30.1% The Company believes that its accrued liabilities are sufficient to cover its U.S. and foreign tax contingencies. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: Thousands of Dollars 2007 2006 Deferred tax assets: State and local taxes ................................................................................ $ Accrued expenses.................................................................................... Deferred expenses ................................................................................... Net operating loss carry forwards............................................................ Pension and post-retirement benefits costs.............................................. Other........................................................................................................ Total deferred tax assets .......................................................................... $ 3,409 10,085 233 3,502 87 17,595 34,911 $ $ 2,593 8,771 1,399 13,236 15,268 11,107 52,374 F-14 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Thousands of Dollars 2007 2006 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation....... $ Other........................................................................................................ Total deferred tax liabilities .................................................................... Net deferred tax (assets) liabilities .......................................................... $ $ 15,689 11,748 27,437 (7,474) $ 56,628 11,538 68,166 15,792 The current and long-term portion of net deferred tax (assets) liabilities is as follows: Thousands of Dollars Net deferred tax assets, current ................................................. $ Net deferred assets, long term ................................................... Net deferred tax liabilities, long-term ....................................... $ 2007 (7,974) (2,039) 2,539 (7,474) 2006 (2,813) -- 18,605 15,792 $ $ The current portion of the net deferred tax assets is included in prepaid expenses and other current assets. The Company established a valuation allowance of approximately $0.5 million as of December 31, 2007. This valuation allowance relates to net operating loss carry forwards in Mexico where there is an uncertainty regarding its realizability. The Company recorded $3.5 million of deferred tax assets arising from tax loss carry forwards which will be realized through future operations. Carry forwards of approximately $0.3 million expires in 5 years, $1.2 million expire over the next 15 years, and $2 million can be utilized over an indefinite period. On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." FIN 48 specifies the way companies are to account for uncertainty in income tax reporting and prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. As a result of the adoption of FIN 48, the Company recognized a $1.9 million decrease in the liability for unrecognized income tax benefits, resulting in an increase to the January 1, 2007 balance of retained earnings. As of the date of adoption of FIN 48, the Company had approximately $9.0 million of total unrecognized income tax benefits and $2.3 million of interest and penalties. On December 31, 2007, the Company had $10.4 million of total unrecognized tax benefits. Included in this amount were a total of $6 million of unrecognized income tax benefits that, if recognized, would affect the Company's effective tax rate. While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, we do not expect the change to have a significant impact on the results of operations or the financial position of the Company. The following table summarizes the activity related to our unrecognized tax benefits: (Thousands of Dollars) Balance as of January 1, 2007 ...................................... $ Increases related to current year positions.................... Decreases related to new judgements........................... Decreases related to audit settlements .......................... Other............................................................................. Balance as of December 31, 2007 $ 9,035 1,390 (109) (397) 476 10,395 The Company's accounting policy prior to the adoption of FIN 48 and upon the adoption of FIN 48 is to recognize interest and penalties accrued, relating to unrecognized income tax benefits as part of its provision for income taxes. The Company accrued $0.6 million of interest and penalties during 2007 and have a total accrued balance on December 31, 2007 of $2.9 million. The Company operates in multiple taxing jurisdictions, both within and outside the U.S. In certain situations, a taxing authority may challenge positions that the Company has adopted in its income tax filings. The Company, with a few exceptions (none of which are material), is no longer subject to U.S. federal, state, local, and European income tax examinations by tax authorities for years prior to 2003. F-15 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Net cash paid for income taxes were $16.8 million, $18.0 million and $21.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. In December 2004, the FASB issued SFAS No. 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004," which provides relief concerning the timing of the SFAS No. 109 requirement to accrue deferred taxes for unremitted earnings of foreign subsidiaries. On October 22, 2004, the American Jobs Act Creation Act of 2004 ("AJCA") was signed into law. The AJCA includes a special, one-time, 85% dividends received deduction for certain foreign earnings that are repatriated. The Company repatriated $18.5 million in 2005 under this Act, which resulted in a tax liability of approximately $1.2 million and increased the effective tax rate by 1.5%. Note 6. Foreign Operations The Company has not provided for U.S. federal and foreign withholding taxes on $155.8 million of foreign subsidiaries' undistributed earnings as of December 31, 2007 because such earnings are intended to be permanently reinvested overseas. To the extent the parent company has received foreign earnings as dividends, the foreign taxes paid on those earnings have generated tax credits, which have substantially offset related U.S. income taxes. However, in the event that the entire $155.8 million of foreign earnings were to be repatriated, incremental taxes may be incurred. We do not believe this amount would be more than $16 million. Net foreign currency exchange gains (losses), included in non-operating deductions in the Consolidated Statements of Income, were $513,000, $(268,000) and $(450,000) for the years ended December 31, 2007, 2006 and 2005, respectively. Note 7. Inventories The following is a summary of inventories by major category: Thousands of Dollars 2007 2006 Raw materials............................................................... $ Work in process............................................................ Finished goods.............................................................. Packaging and supplies ................................................ Total inventories........................................................... $ 41,998 8,134 31,144 22,097 103,373 $ $ 60,013 8,321 38,911 22,649 129,894 Note 8. Property, Plant and Equipment The major categories of property, plant and equipment and accumulated depreciation and depletion are presented below: Thousands of Dollars 2007 2006 Land.............................................................................. $ Quarries/mining properties........................................... Buildings ...................................................................... Machinery and equipment ............................................ Construction in progress............................................... Furniture and fixtures and other ................................... Less: Accumulated depreciation and depletion ............ Property, plant and equipment, net............................... $ 21,720 39,123 161,865 975,177 33,478 120,480 1,351,843 (862,457) 489,386 $ $ 24,087 39,123 173,815 1,071,046 52,107 118,744 1,478,922 (826,125) 652,797 Depreciation and depletion expense for the years ended December 31, 2007, 2006 and 2005 was $80.4 million, $80.5 million, and $71.8 million, respectively. F-16 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Note 9. Restructuring Costs Following an in-depth review of all our operations and development of a new strategic focus, the Company recorded a pre-tax charge of $16.0 million for restructuring and other costs. The restructuring will result in a total workforce reduction of approximately 200 employees. This charge consists of severance and other employee benefit costs, contract termination costs and other exit costs. The following table reflects components of the restructuring charge: (millions of dollars) Severance and other employee benefits................................ $ Contract termination costs.................................................... Other exit costs..................................................................... Total restructuring and other costs ....................................... $ 13.5 1.8 0.7 16.0 The restructuring charge also resulted in inventory write-downs of approximately $0.2 million which are included in cost of goods sold. Note 10. Acquisitions In October 2006, the Company acquired all of the outstanding stock of ASMAS, an Istanbul-based Turkish producer of refractories for approximately $32.4 million in cash. The terms of the acquisition provide for an additional purchase price of up to $5 million to be paid in 2009 based upon performance criteria through 2008. The operations of this entity have been included in the Refractories segment of the Company's financial statements since the date of the acquisition. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition: (Millions of Dollars) 2006 Current assets .................................................... $ Property, plant and equipment........................... Intangible assets ................................................ Goodwill............................................................ Total assets acquired...................... Liabilities assumed ............................................ 5.1 13.5 8.6 13.8 41.0 8.6 Net cash paid ................................. $ 32.4 The weighted average amortization period for the acquired intangible assets subject to amortization is approximately 13.5 years. Goodwill associated with this transaction is not tax deductible. Pro forma financial information has not been presented since this business combination was not material to the Company's total assets or results of operations. In the fourth quarter of 2005, the Company made a cash acquisition of the metallurgical measurement technology/digital electrode control system product line of ET Electrotechnology GmbH for approximately $3.2 million. This acquisition and related technology offers a power consumption system in electric steelmaking and ladle furnaces. The Company recorded tax-deductible goodwill of approximately $1.3 million in connection with this acquisition. Note 11. Goodwill and Other Intangible Assets The carrying amount of goodwill was $72.0 million and $69.0 million as of December 31, 2007 and December 31, 2006, respectively. The net change in goodwill since December 31, 2006 was primarily attributable to the effect of foreign exchange. F-17 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Acquired intangible assets included in other assets and deferred charges subject to amortization as of December 31, 2007 and December 31, 2005 were as follows: (Millions of Dollars) December 31, 2007 December 31, 2006 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents and trademarks ................... $ Customer lists ................................. Other............................................... $ 7.9 11.1 0.4 19.4 $ $ 2.7 1.4 0.1 4.2 $ $ 7.2 10.0 0.1 17.3 $ $ 1.8 0.8 -- 2.6 The weighted average amortization period for acquired intangible assets subject to amortization is approximately 15 years. Amortization expense was approximately $1.5 million, $0.8 million and $0.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. The estimated amortization expense is $1.2 million for each of the next five years through 2012. Included in other assets and deferred charges is an additional intangible asset of approximately $5.5 million which represents the non-current unamortized amount paid to a customer in connection with contract extensions at eight satellite PCC facilities. In addition, a current portion of $1.8 million is included in prepaid expenses and other current assets. Such amounts will be amortized as a reduction of sales over the remaining lives of the customer contracts. Approximately $1.8 million was amortized in 2007, 2006 and 2005, respectively. Estimated amortization as a reduction of sales is as follows: 2008 - $1.8 million; 2009 - $1.5 million; 2010 - $1.2 million; 2011 - $0.9 million; 2012 - $0.6 million; with smaller reductions thereafter over the remaining lives of the contracts. Note 12. Accounting for Impairment of Long-Lived Assets The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 also establishes a uniform accounting model for the disposal of long-lived assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such instances, the Company estimates the undiscounted future cash flows (excluding interest) that result from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) that is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted cash flows. During the third quarter of 2007, following an in-depth strategic review of all its operations, the Company recorded a charge of $140.9 million, of which $46.8 million was reclassified to discontinued operations, as part of a program to realign its operations by consolidating operations within certain product lines and exiting certain businesses. Major components of this realignment include an exit from our Synsil® Products product line; consolidation of our Specialty PCC operations in the United States; sale of our two plants in the Midwest that process imported ore in the Processed Minerals product line; modification of our strategy for coating PCC resulting in the anticipated closure of one facility; and a slower than anticipated market penetration at our refractories facility in China resulting in an impairment of assets charge. The impairment charge relates to all product lines. The following table reflects the components of the impairment of assets charge: (millions of dollars) Paper PCC Specialty PCC Total PCC Processed Minerals Specialty Minerals Segment Refractories Segment $ $ 65.3 12.7 78.0 1.3 79.3 14.8 94.1 F-18 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Note 13. Derivative Financial Instruments and Hedging Activities The Company is exposed to foreign currency exchange rate fluctuations. As part of its risk management strategy, the Company uses forward exchange contracts (FEC) to manage its exposure to foreign currency risk on certain raw material purchases. The Company's objective is to offset gains and losses resulting from these exposures with gains and losses on the derivative contracts used to hedge them. The Company has not entered into derivative instruments for any purpose other than to hedge certain expected cash flows. The Company does not speculate using derivative instruments. By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currencies, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty will fail to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, it does not face any credit risk. The Company minimizes the credit risk in derivative instruments by entering into transactions with major financial institutions. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, currency exchange rates, or commodity prices. The market risk associated with interest rate and forward exchange contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Based on criteria established by SFAS No. 133, the Company designated its derivatives as cash flow hedges. During 2001, the Company entered into three-year interest rate swap agreements with notional amounts totaling $30 million that expired in January 2005. These agreements effectively converted a portion of the Company's floating-rate debt to a fixed-rate basis with an interest rate of 4.5%, thus reducing the impact of the interest rate changes on future cash flows and income. The Company uses FEC's designated as cash flow hedges to protect against foreign currency exchange rate risks inherent in its forecasted inventory purchases. The Company had 14 open foreign exchange contracts as of December 31, 2007. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is initially recorded in accumulated other comprehensive income (loss) as a separate component of shareholders' equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The gains and losses associated with these forward exchange contracts are recognized into cost of sales. Gains and losses and hedge ineffectiveness associated with these derivatives were not significant. Note 14. Short-term Investments The composition of the Company's short-term investments are as follows: (in thousands of dollars) Short-term Investments - 2007 2006 Available for Sale Securities: Short-term bank deposits................................................. $ 9,697 $ 8,380 There were no unrealized holding gains and losses on the short-term bank deposits held at December 31, 2007 since the carrying amount approximates fair market value. Note 15. Financial Instruments and Concentrations of Credit Risk The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and cash equivalents, short-term investments, accounts receivable and payable: The carrying amounts approximate fair value because of the short maturities of these instruments. Short-term debt and other liabilities: The carrying amounts of short-term debt and other liabilities approximate fair value because of the short maturities of these instruments. Long-term debt: The fair value of the long-term debt of the Company is estimated based on the quoted market prices for that debt or similar debt and approximates the carrying amount. Forward exchange contracts: The fair value of forward exchange contracts (used for hedging purposes) is estimated by obtaining quotes from brokers. If appropriate, the Company would enter into forward exchange contracts to mitigate the impact of foreign exchange rate movements on the Company's operating results. It does not engage in speculation. Such F-19 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS foreign exchange contracts would offset losses and gains on the assets, liabilities and transactions being hedged. At December 31, 2007, the Company had open foreign exchange contracts with a financial institution to purchase approximately $5.3 million of foreign currencies. These contracts range in maturity from January 22, 2008 to July 7, 2008. The fair value of these instruments was a liability of $0.1 million at both December 31, 2007 and December 31, 2006. Credit risk: Substantially all of the Company's accounts receivable are due from companies in the paper, construction and steel industries. Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contracts. The Company regularly monitors its credit risk exposures and takes steps to mitigate the likelihood of these exposures resulting in actual loss. The Company's extension of credit is based on an evaluation of the customer's financial condition and collateral is generally not required. The Company's bad debt expense (recoveries) for the years ended December 31, 2007, 2006 and 2005 was $(0.1) million, $0.4 million and $(0.5) million, respectively. Note 16. Long-Term Debt and Commitments The following is a summary of long term debt: (thousands of dollars) 5.53% Series 2006A Senior Notes Due October 5, 2013 ........................................................................... Floating Rate Series 2006A Senior Notes Due October 5, 2013 ........................................................................... Yen-denominated Guaranteed Credit Agreement Due March 31, 2007............................................................................ Variable/Fixed Rate Industrial Development Revenue Bonds Due 2009............................................. Economic Development Authority Refunding Revenue Bonds Series 1999 Due 2010 ............................................... Variable/Fixed Rate Industrial Development Revenue Bonds Due August 1, 2012 ............................ Variable/Fixed Rate Industrial Development Revenue Bonds Series 1999 Due November 1, 2014 ... Variable/Fixed Rate Industrial Development Revenue Bonds Due March 31, 2020 ........................... Variable Rate Renminbi Denominated Loan Agreement Due 2009 ............................................................................................. Installment obligations Due 2013 ............................................................................................. Other borrowings .................................................................................... Total ............................................................................................. Less: Current maturities.......................................................................... Long-term debt ....................................................................................... Dec. 31, 2007 $ 50,000 Dec. 31, 2006 $ 50,000 25,000 25,000 -- 4,000 4,600 8,000 8,200 5,000 4,785 605 4,000 4,600 8,000 8,200 5,000 -- 7,886 745 118,216 7,210 $111,006 8,812 1,197 115,414 2,063 $113,351 On May 17, 2000, the Company's majority-owned subsidiary, Specialty Minerals FMT K.K., entered into a Yen- denominated Guaranteed Credit Agreement with the Bank of New York due March 31, 2007. The proceeds were used to finance the construction of a PCC satellite facility in Japan. Principal payments began June 30, 2002 and finished May 31, 2007. Interest was payable quarterly at a rate of 2.05% per annum. The Variable/Fixed Rate Industrial Development Revenue Bonds due 2009 are tax-exempt 15-year instruments issued to finance the expansion of a PCC plant in Selma, Alabama. The bonds are dated November 1, 1994, and provide for an optional put by the holder (during the Variable Rate Period) and a mandatory call by the issuer. The bonds bear interest at either a variable rate or fixed rate at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 3.69% and 3.14% for the years ended December 31, 2007 and 2006, respectively. The Economic Development Authority Refunding Revenue Bonds due 2010 were issued on February 23, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Eastover, South Carolina. The bonds bear interest at either a variable rate or fixed rate, at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these F-20 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS borrowings and the average interest rates were approximately 3.69% and 3.14% for the years ended December 31, 2007 and 2006, respectively. The Variable/Fixed Rate Industrial Development Revenue Bonds due August 1, 2012 are tax-exempt 15-year instruments that were issued on August 1, 1997 to finance the construction of a PCC plant in Courtland, Alabama. The bonds bear interest at either a variable rate or fixed rate, at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 3.69% and 3.14% for the years ended December 31, 2007 and 2006, respectively. The Variable/Fixed Rate Industrial Development Revenue Bonds due November 1, 2014 are tax-exempt 15-year instruments and were issued on November 30, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Jackson, Alabama. The bonds bear interest at either a variable rate or fixed rate at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 3.69% and 3.14% for the years ended December 31, 2007 and 2006, respectively. On June 9, 2000 the Company entered into a twenty-year, taxable, Variable/Fixed Rate Industrial Development Revenue Bond agreement to finance a portion of the construction of a merchant manufacturing facility for the production of Specialty PCC in Brookhaven, Mississippi. This facility has ceased operations during the first quarter of 2008 and the Company intends to repay this obligation in 2008. The Company has selected the variable rate option for this borrowing and the average interest rate was approximately 5.87% and 5.65% for the years ended December 31, 2007 and 2006, respectively. On May 31, 2003, the Company acquired land and limestone ore reserves from the Cushenbury Mine Trust for approximately $17.5 million. Approximately $6.1 million was paid at the closing and $11.4 million was financed through an installment obligation. The interest rate on this obligation is approximately 4.25%. For the year ending December 31, 2007, $0.9 million of principal was paid on this debt. Principal payments are as follows: 2008 - $6.5 million; 2013 - $1.4 million. On October 5, 2006, the Company, through private placement, entered into a Note Purchase Agreement and issued $75 million aggregate principal amount unsecured senior notes. These notes consist of two tranches: $50 million aggregate principal amount 5.53% Series 2006A Senior Notes (Tranche 1 Notes); and $25 million aggregate principal amount Floating Rate Series 2006A Senior Notes (Tranche 2 Notes). Tranche 1 Notes bear interest of 5.53% per annum, payable semi- annually. Tranche 2 Notes bear floating rate interest, payable quarterly. The average interest rate on Tranche 2 for the years ended December 31, 2007 and December 31, 2006 was 5.73% and 5.82%, respectively. The principal payment for both tranches is due on October 5, 2013. During the first quarter of 2007, the Company entered into a series of Renminbi ("RMB") denominated loan agreements through two of its consolidated joint ventures in China with Communication Bank of China, totaling RMB 60,000,000. During 2007, the Company repaid RMB 25,000,000 of principal related to these loans. The assets of the PCC facilities operated by these consolidated joint ventures were pledged as collateral for RMB 43,000,000 of the loans. The loan agreements bear a variable interest rate based on the People's Bank of China base rate, and mature between January 29, 2009 and March 26, 2009. The interest rate on these loans was approximately 7.12%. The aggregate maturities of long-term debt are as follows: 2008 - $7.2 million; 2009 - $8.8 million; 2010 - $4.6 million; 2011 - $-- million; 2012 - $8.0; thereafter - $89.6 million. The Company had available approximately $187.6 million in uncommitted, short-term bank credit lines, of which $9.1 million was in use at December 31, 2007. Short-term borrowings as of December 31, 2007 and 2006 were $9.5 million and $87.6 million, respectively. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2007 and 2006 was 6.22% and 5.57%, respectively. During 2007, 2006 and 2005, respectively, the Company incurred interest costs of $9.2 million $8.9 million and $7.2 million including $0.5 million, $0.6 million and $1.2 million, respectively, which were capitalized. Interest paid approximated the incurred interest cost. Note 17. Benefit Plans Pension Plans and Other Postretirement Benefit Plans The Company and its subsidiaries have pension plans covering the majority of eligible employees on a contributory or non-contributory basis. F-21 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Benefits under defined benefit plans are generally based on years of service and an employee's career earnings. Employees generally become fully vested after five years. The Company provides postretirement health care and life insurance benefits for the majority of its U.S. retired employees. Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. The Company does not pre-fund these benefits and has the right to modify or terminate the plan in the future. The funded status of the Company's pension plans and other postretirement benefit plans at December 31, 2007 and 2006 is as follows: Obligations and Funded Status Millions of Dollars Pension Benefits 2007 2006 Post-retirement Benefits 2006 2007 Change in benefit obligation Benefit obligation at beginning of year ....................... $ Service cost.................................................................. Interest cost.................................................................. Actuarial (gain) loss..................................................... Benefits paid................................................................ Plan amendments......................................................... Other............................................................................ Benefit obligation at end of year ................................. $ 214.5 8.8 11.4 (24.6) (17.0) (2.1) 3.8 194.8 $ $ 177.6 7.9 10.1 12.3 (6.4) 9.0 4.0 214.5 Millions of Dollars Pension Benefits 2007 2006 Change in plan assets Fair value of plan assets beginning of year.................. $ Actual return on plan assets......................................... Employer contributions ............................................... Plan participants' contributions.................................... Benefits paid................................................................ Other............................................................................ Fair value of plan assets at end of year........................ $ 226.3 8.3 24.0 0.5 (17.0) 2.4 244.5 Funded status ............................................................... $ 49.7 $ $ $ 186.3 21.6 22.3 0.4 (6.4) 2.1 226.3 11.8 Amounts recognized in the consolidated balance sheet consist of: Millions of Dollars Pension Benefits 2007 2006 Non-current asset......................................................... $ Current liability ........................................................... Non-current liability .................................................... Recognized asset (liability).......................................... $ 53.7 -- (4.0) 49.7 $ $ 25.7 -- (13.9) 11.8 $ $ $ $ $ $ $ 44.0 2.6 2.4 (7.9) (1.1) -- -- 40.0 $ $ 36.1 2.1 2.2 3.1 (2.5) 3.0 -- 44.0 Post-retirement Benefits 2006 2007 -- -- 1.1 -- (1.1) -- -- (40.0) $ $ $ -- -- 2.5 -- (2.5) -- -- (44.0) Post-retirement Benefits 2006 2007 -- (1.5) (38.5) (40.0) $ $ -- (2.4) (41.6) (44.0) The current portion of pension liabilities is included in accrued compensation and related items. Amounts recognized in accumulated other comprehensive income consist of: Millions of Dollars Pension Benefits 2007 2006 Post-retirement Benefits 2006 2007 Net actuarial loss ......................................................... $ Prior service cost ......................................................... Amount recognized end of year................................... $ 24.9 6.3 31.2 $ $ 36.5 7.1 43.6 $ $ 3.6 1.4 5.0 $ $ 9.0 1.7 10.7 F-22 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The accumulated benefit obligation for all defined benefit pension plans was $179.5 million and $197.9 million at December 31, 2007 and 2006, respectively. Changes in the Plan assets and benefit obligations recognized in other comprehensive income: (Millions of Dollars) Pension Benefits Post Retirement Benefits Current year actuarial gain (loss)............................... Amortization of actuarial (gain) loss ......................... Amortization of prior service credit loss ................... Total recognized in other comprehensive income ..... $ $ 15.5 (3.7) 0.9 12.7 $ $ 4.6 0.5 0.3 5.4 The components of net periodic benefit costs are as follows: Millions of Dollars Service cost.........................................$ Interest cost......................................... Expected return on plan assets............ Amortization of prior service cost ...... Recognized net actuarial (gain) loss ... SFAS No. 88 curtailment (gain) loss .. Net periodic benefit cost .....................$ 2007 8.8 11.4 (9.4) 1.5 (6.6) 0.1 5.8 Pension Benefits 2006 2005 $ $ 7.9 10.1 (15.4) 1.0 3.2 (0.8) 6.0 $ $ 7.2 8.9 (13.9) 1.1 1.8 0.3 5.4 Post-retirement Benefits 2006 $ $ 2007 $ 2005 2.6 2.4 -- 0.5 0.8 -- 6.3 2.1 2.2 -- 1.0 0.2 -- 5.5 $ $ $ 1.7 2.0 -- 0.8 -- -- 4.5 Unrecognized prior service cost is amortized over the average remaining service period of each active employee. Under the provisions of SFAS No. 88, lump-sum distributions from terminations, resulted in a plan curtailment of one of the Company's pension plans and also caused partial settlement of such plan. As a result, there was a curtailment loss in income from operations of $0.1 million in 2007 and a curtailment gain in income from operations of $0.8 million in 2006. Under the provisions of SFAS No. 88, lump-sum distributions from the Company's Supplemental Retirement Plan caused a partial settlement of such plan, resulting in a charge of $0.3 million in 2005. The Company's funding policy for U.S. plans generally is to contribute annually into trust funds at a rate that provides for future plan benefits and maintains appropriate funded percentages. Annual contributions to the U.S. qualified plans are at least sufficient to satisfy regulatory funding standards and are not more than the maximum amount deductible for income tax purposes. The funding policies for the international plans conform to local governmental and tax requirements. The plans' assets are invested primarily in stocks and bonds. The 2008 estimated amortization of amounts in other comprehensive income are as follows: (Millions of Dollars) Amortization of prior service cost Amortization of net loss Total costs to be recognized Additional Information Pension Benefits Post Retirement Benefits $ $ 1.5 1.4 2.9 $ $ 0.3 0.5 0.8 The weighted average assumptions used to determine net periodic benefit cost in the accounting for the pension benefit plans and other benefit plans for the years ended December 31, 2007, 2006 and 2005 are as follows: 2007 2006 2005 Discount rate.................................................. Expected return on plan assets....................... Rate of compensation increase ...................... 5.75% 8.50% 3.50% 5.75% 8.50% 3.50% 6.00% 8.50% 3.50% F-23 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The weighted average assumptions used to determine benefit obligations for the pension benefit plans and other benefit plans at December 31, 2007, 2006 and 2005 are as follows: Discount rate.................................................. Rate of compensation increase ...................... 6.25% 3.50% 5.75% 3.50% 2007 2006 The Company considers a number of factors to determine its expected rate of return on plan assets assumptions, including historical performance of plan assets, asset allocation and other third-party studies and surveys. The Company reviewed the historical performance of plan assets over a ten-year period (from 1997 to 2007), the results of which exceed the 8.50% rate of return assumption that the Company ultimately selected for domestic plans. The Company also considered plan portfolio asset allocations over a variety of time periods and compared them with third-party studies and surveys of annualized returns of similarly balanced portfolio strategies. The historical return of this universe of similar portfolios also exceeded the return assumption that the Company ultimately selected. Finally, the Company reviewed performance of the capital markets in recent years and, upon advice from various third parties, such as the pension plans' advisers, investment managers and actuaries, selected the 8.50% return assumption used for domestic plans. The Company's Plan stipulates that the maximum health care cost trend rate will be 5%. A one percentage-point change in assumed health care cost trend rates would have the following effects: Millions of Dollars Effect on total service and interest cost components ................. $ 1-Percentage Point Increase -- Effect on postretirement benefit obligations.............................. $ -- 1-Percentage Point Decrease (0.4) (2.5) $ $ Plan Assets The Company's pension plan weighted average asset allocations at December 31, 2007 and 2006 by asset category are as follows: Asset Category 2007 2006 Equity securities .............................................. Fixed income securities ................................... Real estate........................................................ Other................................................................ Total...................................................... 62.5% 35.0% 0.2% 2.3% 100% 66.4% 31.5% 0.3% 1.8% 100% The following table presents domestic and foreign pension plan assets information at December 31, 2007, 2006 and 2005 (the measurement date of pension plan assets): Millions of Dollars 2007 Fair value of plan assets..................... $ 188.7 U.S. Plans 2006 $ 177.9 International Plans 2005 $ 149.7 2007 55.8 $ 2006 $ 48.4 2005 $ 36.6 Contributions The Company expects to contribute $10.0 million to its pension plans and $1.5 million to its other postretirement benefit plan in 2008. F-24 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Millions of Dollars Pension Benefits Other Benefits 2008.................................................$ 2009.................................................$ 2010.................................................$ 2011.................................................$ 2012.................................................$ 2013 - 2017 .....................................$ 6.5 $ 7.9 $ 10.1 $ 10.8 $ 10.9 $ 84.9 $ 1.5 1.6 1.8 2.2 2.4 17.2 Investment Strategies The Plan Assets Committee has adopted an investment policy for domestic pension plan assets designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the pension plans retain professional investment managers that invest plan assets, primarily in equity and fixed income securities. The Company has targeted an investment mix of 65% in equity securities and 35% in fixed income securities. Savings and Investment Plans The Company maintains a voluntary Savings and Investment Plan for most non-union employees in the U.S. Within prescribed limits, the Company bases its contribution to the Plan on employee contributions. The Company's contributions amounted to $3.4 million, $3.3 million and $3.0 million for the years ended December 31, 2007, 2006 and 2005, respectively. Notes 18. Leases The Company has several non-cancelable operating leases, primarily for office space and equipment. Rent expense amounted to approximately $7.0 million, $6.1million and $4.6 million for the years ended December 31, 2007, 2006 and 2005, respectively. Total future minimum rental commitments under all non-cancelable leases for each of the years 2008 through 2012 and in aggregate thereafter are approximately $5.1 million, $3.7 million, $2.8 million, $1.4 million, $0.9 million, respectively, and $8.9 million thereafter. Total future minimum rentals to be received under non-cancelable subleases were approximately $4.3 million at December 31, 2007. Total future minimum payments to be received under direct financing leases for each of the years 2008 through 2012 and the aggregate thereafter are approximately: $6.7 million, $3.8 million, $3.1 million, $2.0 million, $1.1 million, and $2.1 million thereafter. Note 19. Litigation Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or to asbestos containing materials. The Company currently has 310 pending silica cases and 26 pending asbestos cases. To date, 1,155 silica cases and 1 asbestos case have been dismissed. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability, if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations. The Company has not settled any silica or asbestos lawsuits to date. We are unable to state an amount or range of amounts claimed in any of the lawsuits because state court pleading practices do not require identifying the amount of the claimed damage. The aggregate cost to the Company for the legal defense of these cases in 2006 was $0.1 million. Costs for the legal defense of these cases in 2007 were $78,500. Our experience has been that MTI is not liable to plaintiffs in any of these lawsuits and MTI does not expect to pay any settlements or jury verdicts in these lawsuits. Environmental Matters On April 9, 2003, the Connecticut Department of Environmental Protection ("DEP") issued an administrative consent order relating to our Canaan, Connecticut plant where both our Refractories segment and Specialty Minerals segment have operations. We agreed to the order, which includes provisions requiring investigation and remediation of contamination F-25 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS associated with historic use of polychlorinated biphenyls (PCBs) at a portion of the site. The following is the present status of the remediation efforts: (cid:129) Building Decontamination. We have completed the investigation of building contamination and submitted a report characterizing the contamination. We are awaiting review and approval of this report by the regulators. Based on the results of this investigation, we believe that the contamination may be adequately addressed by means of encapsulation through painting of exposed surfaces, pursuant to the Environmental Protection Agency's ("EPA") regulations and have accrued such liabilities as discussed below. However, this conclusion remains uncertain pending completion of the phased remediation decision process required by the regulations. (cid:129) Groundwater. We are still conducting investigations of potential groundwater contamination. To date, the results of investigation indicate that there is some oil contamination of the groundwater. We are conducting further investigations of the groundwater. (cid:129) Soil. We have completed the investigation of soil contamination and submitted a report characterizing contamination to the regulators. Based on the results of this investigation, we believe that the contamination may be left in place and monitored, pursuant to a site-specific risk assessment, which is underway. However, this conclusion is subject to completion of a phased remediation decision process required by applicable regulations. We believe that the most likely form of remediation will be to leave existing contamination in place, encapsulate it, and monitor the effectiveness of the encapsulation. We estimate that the cost of the likely remediation above would approximate $200,000, and that amount has been recorded as a liability on our books and records. The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts, plant. This work is being undertaken pursuant to an administrative consent order issued by the Massachusetts Department of Environmental Protection on June 18, 2002. The order required payment of a civil fine in the amount of $18,500, the investigation of options for ensuring that the facility's wastewater treatment ponds will not result in discharge to groundwater, and closure of a historic lime solids disposal area. The Company informed the Massachusetts Department of Environmental Protection of proposed improvements to the wastewater treatment system on June 29, 2007, and is committed to implementing the improvements by June 1, 2012. Preliminary engineering reviews indicate that the estimated cost of these upgrades to operate this facility beyond 2012 may be between $6 million and $8 million. The Company estimates that remediation costs would approximate $500,000, which has been accrued as of December 31, 2007. The Company and its subsidiaries are not party to any other material pending legal proceedings, other than routine litigation incidental to their businesses. Note 20. Stockholders' Equity Capital Stock The Company's authorized capital stock consists of 100 million shares of common stock, par value $0.10 per share, of which 19,090,139 shares and 19,085,528 shares were outstanding at December 31, 2007 and 2006, respectively, and 1,000,000 shares of preferred stock, none of which were issued and outstanding. Cash Dividends Cash dividends of $3.8 million or $0.20 per common share were paid during 2007. In January 2008, a cash dividend of approximately $1.0 million or $0.05 per share, was declared, payable in the first quarter of 2008. Preferred Stock Purchase Rights Under the Company's Preferred Stock Purchase Rights Plan, each share of the Company's common stock carries with it one preferred stock purchase right. Subject to the terms and conditions set forth in the plan, the rights will become exercisable if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or announces a tender or exchange offer that would result in the acquisition of 30% or more thereof. If the rights become exercisable, separate certificates evidencing the rights will be distributed, and each right will entitle the holder to purchase from the Company a new series of preferred stock, designated as Series A Junior Preferred Stock, at a predefined price. The rights also entitle the holder to purchase shares in a change-of-control situation. The preferred stock, in addition to a preferred dividend and liquidation right, will entitle the holder to vote on a pro rata basis with the Company's common stock. F-26 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The rights are redeemable by the Company at a fixed price until 10 days or longer, as determined by the Board, after certain defined events or at any time prior to the expiration of the rights on September 13, 2009 if such events do not occur. Stock and Incentive Plan The Company has adopted a Stock Award and Incentive Plan (the "Plan"), which provides for grants of incentive and non- qualified stock options, stock appreciation rights, stock awards or performance unit awards. The Plan is administered by the Compensation Committee of the Board of Directors. Stock options granted under the Plan have a term not in excess of ten years. The exercise price for stock options will not be less than the fair market value of the common stock on the date of the grant, and each award of stock options will vest ratably over a specified period, generally three years. The following table summarizes stock option and restricted stock activity for the Plan: Stock Options Restricted Stock Shares Available for Grant 917,085 (86,800) -- 18,822 849,107 (129,500) -- 9,504 729,111 (233,750) -- 80,043 575,404 Shares 1,368,218 50,700 (218,431) (14,722) 1,185,765 79,200 (103,392) (9,504) 1,152,069 146,100 (433,965) (24,489) 839,715 Weighted Average Exercise Price Per Share ($) 43.87 61.97 40.69 51.51 45.15 54.82 39.02 35.80 46.44 61.19 43.01 55.67 50.51 Shares 52,755 36,100 -- (4,100) 84,755 50,300 (255) -- 134,800 87,650 (33,363) (55,554) 133,533 Weighted Average Exercise Price Per Share ($) 49.88 60.59 -- 51.56 54.20 54.91 39.30 -- 55.61 61.27 55.42 56.56 58.98 Balance January 1, 2005 ......................... Granted ................................................... Exercised................................................. Canceled ................................................. Balance December 31, 2005 ................... Granted ................................................... Exercised................................................. Canceled ................................................. Balance December 31, 2006 ................... Granted ................................................... Exercised................................................. Canceled ................................................. Balance December 31, 2007 ................... Note 21. Comprehensive Income Comprehensive income includes changes in the fair value of certain financial derivative instruments that qualify for hedge accounting to the extent they are effective, the recognition of deferred pension costs, and cumulative foreign currency translation adjustments. The following table reflects the accumulated balances of other comprehensive income (loss): Millions of Dollars Currency Translation Adjustment Unrecognized Pension Costs Net Gain (Loss) On Cash Flow Hedges Balance at January 1, 2005 Current year net change $ 40.8 $ (43.6) (4.9) $ 1.9 (0.3) $ 0.2 Balance at December 31, 2005 Current year net change Balance at December 31, 2006 Current year net change (2.8) 36.0 33.2 48.5 (3.0) (51.3) (54.3) 18.1 (0.1) -- (0.1) -- Balance at December 31, 2007 $ 81.7 $ (36.2) $ (0.1) $ Accumulated Other Comprehensive Income (Loss) 35.6 (41.5) (5.9) (15.3) (21.2) 66.6 45.4 The income tax expense (benefit) associated with items included in other comprehensive income (loss) was approximately $11.2 million, $1.9 million and $(1.3) million for the years ended December 31, 2007, 2006 and 2005, respectively. F-27 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Note 22. Accounting for Asset Retirement Obligations SFAS No. 143, "Accounting for Asset Retirement Obligations," establishes the financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. The Company records asset retirement obligations in which the Company will be required to retire tangible long-lived assets. These are primarily related to its PCC satellite facilities and mining operations. The Company has also applied the provisions of FIN 47 related to conditional asset retirement obligations at its facilities. The Company has recorded asset retirement obligations at all of its facilities except where there are no contractual or legal obligations. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The following is a reconciliation of asset retirement obligations as of December 31, 2007: Millions of Dollars Asset retirement liability, beginning of period ............ $ Accretion expense........................................................ Payments...................................................................... Foreign currency translation ........................................ Asset retirement liability, end of period ...................... $ 11.7 0.8 (0.1) 0.5 12.9 The current portion of the liability of approximately $0.4 million is included in other current liabilities. The long-term portion of the liability of approximately $12.5 million is included in other noncurrent liabilities. Accretion expense is included in cost of goods sold in the Company's Consolidated Statements of Operations. Note 23. Non-Operating Income and Deductions (Millions of dollars) Dec. 31, 2007 Dec. 31, 2006 Dec. 31, 2005 Interest income .............................................$ Interest expense ............................................ Gain on insurance settlement ....................... Litigation settlement..................................... Foreign exchange gains (losses)................... Other income (deductions) ........................... Non-operating deductions, net...........................$ 3.1 (8.7) 3.0 -- 0.5 (0.9) (3.0) $ $ 1.8 (8.3) 1.8 -- (0.3) (0.9) (5.9) $ $ 1.4 (6.0) -- 2.1 (0.5) (0.8) (3.8) During the fourth quarter of 2007, the Company recognized a business interruption insurance recovery gain of $3.0 million related to Hurricane Ivan in 2004. During the first quarter of 2006, the Company recognized an insurance settlement gain of $1.8 million, net of related deductible, for property damage sustained at one of our facilities in 2004 as a result of Hurricane Ivan. Claims submitted to the insurance carrier for damages related to a combination of replacement costs for fixed assets and reimbursement of expenses associated with the clean-up and repairs at the facility. The insurance settlement gain related to the reimbursement of replacement costs for fixed assets in excess of the net book value of such assets. During the fourth quarter of 2005, the Company recognized a litigation settlement gain of $2.1 million relating to the worldwide settlement of its pending commercial and patent litigation with Omya AG. Note 24. Transaction with Former Parent Company Under the terms of certain agreements entered into in connection with the Company's initial public offering in 1992, Pfizer Inc ("Pfizer") agreed to indemnify the Company against any liability arising from claims for remediation, as defined in the agreements, of on-site environmental conditions relating to activities prior to the closing of the initial public offering. The Company had asserted to Pfizer a number of indemnification claims pursuant to those agreements during the ten-year period following the closing of the initial public offering. Since the initial public offering, the Company has incurred and expensed approximately $6 million of environmental claims under these agreements. On January 20, 2006, Pfizer and the Company agreed to settle those claims, along with certain other potential environmental liabilities of Pfizer, in consideration of a payment by Pfizer of $4.5 million. Such payment was recorded as additional paid-in-capital, net of its related tax effect. F-28 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS Note 25. Segment and Related Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operating segments are strategic business units that offer different products and serve different markets. They are managed separately and require different technology and marketing strategies. The Company has two reportable segments: Specialty Minerals and Refractories. The Specialty Minerals segment produces and sells precipitated calcium carbonate and lime, and mines, processes and sells the natural mineral products limestone and talc. This segment's products are used principally in the paper, building materials, paints and coatings, glass, ceramic, polymers, food, automotive, and pharmaceutical industries. The Refractories segment produces and markets monolithic and shaped refractory products and systems used primarily by the steel, cement and glass industries as well as metallurgical products used primarily in the steel industry. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on the operating income of the respective business units. Depreciation expense related to corporate assets is allocated to the business segments and is included in their income from operations. However, such corporate depreciable assets are not included in the segment assets. Intersegment sales and transfers are not significant. Segment information for the years ended December 31, 2007, 2006 and 2005 was as follows: (Millions of Dollars) 2007 Specialty Minerals Refractories Total Net sales...................................................................................... $ Income (loss) from operations .................................................... Impairment of assets................................................................... Restructuring and other charges ................................................. Depreciation, depletion and amortization ................................... Segment assets............................................................................ Capital expenditures ................................................................... $ 716.6 (20.0) 79.3 11.3 68.1 698.8 32.9 $ 361.1 11.5 14.8 4.7 16.5 395.6 11.9 1,077.7 (8.5) 94.1 16.0 84.6 1,094.4 44.8 2006 Specialty Minerals Refractories Total Net sales...................................................................................... $ Income from operations.............................................................. Depreciation, depletion and amortization ................................... Segment assets............................................................................ Capital expenditures ................................................................... $ 675.6 60.5 66.1 795.8 40.0 $ 347.9 31.9 14.4 356.2 16.0 1,023.5 92.4 80.5 1,152.0 56.0 2005 Specialty Minerals Refractories Total Net sales...................................................................................... $ Income from operations.............................................................. Impairment of assets................................................................... Depreciation, depletion and amortization ................................... Segment assets............................................................................ Capital expenditures ................................................................... $ 629.0 59.1 0.3 59.7 768.1 68.3 $ 327.8 28.3 -- 12.1 293.4 21.8 956.8 87.4 0.3 71.8 1,061.5 90.1 F-29 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements is as follows: (Millions of Dollars) Income (loss) before provision for taxes on income and minority interests and discontinued operations Income (loss) from operations for reportable segments........ $ Interest income ..................................................................... Interest expense .................................................................... Other income (deductions) ................................................... Income (loss) before provision for taxes on income, 2007 2006 2005 (8.5) $ 3.1 (8.7) 2.6 $ 92.4 1.8 (8.3) 0.7 87.4 1.4 (6.0) 0.7 minority interests and discontinued operations ........ $ (11.5) $ 86.6 $ 83.5 Total assets Total segment assets ..................................................... $ Corporate assets............................................................ 2007 1,094.4 34.5 $ 2006 1,152.0 41.1 $ 2005 1,061.5 94.8 Consolidated total assets........................................ $ 1,128.9 $ 1,193.1 $ 1,156.3 Capital expenditures Total segment capital expenditures............................... $ Corporate capital expenditures ..................................... 2007 2006 2005 $ 44.8 1.3 $ 56.0 1.4 Consolidated total capital expenditures ................. $ 46.1 $ 57.4 $ 90.1 4.4 94.5 The carrying amount of goodwill by reportable segment as of December 31, 2007 and December 31, 2006 was as follows: (Millions of Dollars) Specialty Minerals ........................................................ $ Refractories................................................................... Total ...................................................................... $ Goodwill 2007 2006 15.3 56.7 72.0 $ $ 16.6 52.4 69.0 The net change in goodwill since December 31, 2006 is primarily attributable to the effect of foreign exchange. Financial information relating to the Company's operations by geographic area was as follows: (Millions of Dollars) Net Sales United States................................................................. $ 2007 2006 2005 581.9 $ 592.6 $ Canada/Latin America .................................................. Europe/Africa ............................................................... Asia............................................................................... Total International ........................................................ 83.3 337.4 75.1 495.8 80.7 278.4 71.8 430.9 Consolidated total net sales ................................... $ 1,077.7 $ 1,023.5 $ Net sales and long-lived assets are attributed to countries and geographic areas based on the location of the legal entity. No individual foreign country represents more than 10% of consolidated net sales or consolidated long-lived assets. (Millions of Dollars) Long-lived assets United States................................................................. $ 2007 2006 2005 322.4 $ 425.2 $ Canada/Latin America .................................................. Europe/Africa ............................................................... Asia............................................................................... Total International ........................................................ 20.1 172.1 62.0 254.2 18.8 217.1 75.3 311.2 Consolidated total long-lived assets ...................... $ 576.6 $ 736.4 $ F-30 566.1 80.0 248.7 62.0 390.7 956.8 424.0 21.1 176.8 67.6 265.5 689.5 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS The Company's sales by product category are as follows: Millions of Dollars Paper PCC ................................... Specialty PCC.............................. Talc.............................................. GCC............................................. Refractory Products ..................... Metallurgical Products................. $ 2007 542.0 $ 60.6 37.3 76.7 290.5 70.6 2006 500.6 56.4 38.9 79.7 264.6 83.3 2005 $ 460.7 55.6 35.5 77.2 239.3 88.5 Net Sales...................................... $ 1,077.7 $ 1,023.5 $ 956.8 Note 26. Quarterly Financial Data (unaudited) The financial information for all periods presented has been reclassified to reflect discontinued operations. See Note 4 to the Consolidated Financial Statements for further information. Millions of Dollars, Except Per Share Amounts 2007 Quarters Net Sales by Major Product Line PCC................................................................... $ Processed Minerals ........................................... Specialty Minerals Segment ........................ Refractories Segment................................... Net sales................................................................ Gross profit........................................................... Income (loss) from operations .............................. Income (loss) continuing operations..................... Loss from discontinued operations ....................... Net income (loss) ............................ $ Earnings (loss) per share: Basic: Earnings (loss) per share First Second Third Fourth 148.6 $ 27.4 176.0 89.5 265.5 56.5 22.7 12.6 (1.8) 10.8 $ 149.5 $ 31.3 180.8 90.6 271.4 60.1 26.9 16.1 (1.7) 14.4 $ $ 150.3 29.2 179.5 87.0 266.5 56.3 (82.2) (71.8) (33.7) (105.5) $ 154.1 26.3 180.4 93.9 274.3 59.6 24.1 17.4 (0.6) 16.8 from continuing operations ...................... $ 0.66 $ 0.84 $ (3.72) $ 0.90 Earnings (loss) per share discontinued operations............................ Basic earnings (loss) per share ........ $ (0.09) 0.57 $ (0.09) 0.75 $ (1.75) (5.47) $ (0.03) 0.87 Diluted: Earnings (loss) per share from continuing operations ...................... $ 0.65 $ 0.83 $ (3.72) $ 0.89 Earnings (loss) per share from discontinued operations................... Diluted earnings (loss) per share ..... $ (0.09) 0.56 $ (0.09) 0.74 $ (1.75) (5.47) $ Market price range per share of common stock: High ............................................................. $ Low.............................................................. $ Close ............................................................ $ 64.00 $ 56.80 $ 62.16 $ 68.39 $ 62.58 $ 66.95 $ 70.64 63.07 67.00 $ $ $ Dividends paid per common share ................ $ 0.05 $ 0.05 $ 0.05 $ (0.03) 0.86 70.91 63.62 66.95 0.05 F-31 MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES OF CONSOLIDATED FINANCIAL STATEMENTS 2006 Quarters First Second Third Fourth Net Sales by Major Product Line PCC................................................................... $ Processed Minerals ........................................... Specialty Minerals Segment ........................ Refractories Segment................................... Net sales................................................................ Gross profit........................................................... Income from operations........................................ Income from continuing operations...................... Loss from discontinued operations ....................... Net income ...................................... $ Earnings per share: Basic: Earnings per share 141.9 $ 30.2 172.1 83.6 255.7 55.2 21.4 14.3 (1.5) 12.8 $ 137.7 $ 32.3 170.0 86.9 256.9 57.2 23.0 13.9 (1.3) 12.6 $ $ 138.9 29.7 168.6 87.5 256.1 58.0 25.6 14.7 (0.6) 14.1 $ 138.5 26.4 164.9 89.9 254.8 54.4 22.4 13.1 (2.6) 10.5 from continuing operations ...................... $ 0.72 $ 0.70 $ 0.75 $ 0.69 Earnings (loss) per share from discontinued operations................... Basic earnings per share.................. $ (0.08) 0.64 $ (0.06) 0.64 $ (0.03) 0.72 $ (0.14) 0.55 Diluted: Earnings per share from continuing operations ...................... $ 0.71 $ 0.70 $ 0.75 $ 0.68 Earnings (loss) per share from discontinued operations................... Diluted earnings per share ........................... $ (0.07) 0.64 $ (0.07) 0.63 $ (0.03) 0.72 $ Market price range per share of common stock: High ............................................................. $ Low.............................................................. $ Close ............................................................ $ 58.93 $ 52.97 $ 58.41 $ 61.27 $ 51.61 $ 52.00 $ 53.40 48.01 53.40 $ $ $ Dividends paid per common share ....................... $ 0.05 $ 0.05 $ 0.05 $ (0.13) 0.55 59.31 51.71 58.79 0.05 F-32 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Minerals Technologies Inc.: We have audited the accompanying consolidated balance sheets of Minerals Technologies Inc. and subsidiary companies as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the related financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Minerals Technologies Inc. and subsidiary companies as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in the notes to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes." In addition, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based Payment," SFAS No. 151, "Inventory Costs - an Amendment of ARB No. 43, Chapter 4," and Emerging Issues Task Force Issue No. 04-06, "Accounting for Stripping Costs Incurred During Production in the Mining Industry." Also as discussed in the notes to the consolidated financial statements, effective December 31, 2006, the Company adopted SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Post Retirement Plans - An Amendment of FASB Statements No. 87, 88, 106, and 132(R)." We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Mineral Technologies Inc. and subsidiary companies' internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2008 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. /s/ KPMG LLP New York, New York February 27, 2008 F-33 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Minerals Technologies Inc.: We have audited Minerals Technologies Inc. and subsidiary companies' internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Minerals Technologies Inc. and subsidiary companies' management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Minerals Technologies Inc. and subsidiary companies maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Minerals Technologies Inc. and subsidiary companies as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders' equity, and cash flows and related financial statement schedule for each of the years in the three-year period ended December 31, 2007, and our report dated February 27, 2008 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule. /s/ KPMG LLP New York, New York February 27, 2008 F-34 Management's Report On Internal Control Over Financial Reporting Management of Minerals Technologies Inc. is responsible for the preparation, integrity and fair presentation of its published consolidated financial statements. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles and, as such, include amounts based on judgements and estimates made by management. The Company also prepared the other information included in the annual report and is responsible for its accuracy and consistency with the consolidated financial statements. Management is also responsible for establishing and maintaining effective internal control over financial reporting. The Company's internal control over financial reporting includes those policies and procedures that pertain to the Company's ability to record, process, summarize and report reliable financial data. The Company maintains a system of internal control over financial reporting, which is designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation of reliable published financial statements and safeguarding of the Company's assets. The system includes a documented organizational structure and division of responsibility, established policies and procedures, including a code of conduct to foster a strong ethical climate, which are communicated throughout the Company, and the careful selection, training and development of our people. The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company's accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm. It meets periodically with management, the independent registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company's financial reports. The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matters which they believe should be brought to the attention of the Audit Committee. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. The Company assessed its internal control system as of December 31, 2007 in relation to criteria for effective internal control over financial reporting described in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, the Company has determined that, as of December 31, 2007, its system of internal control over financial reporting was effective. The consolidated financial statements have been audited by the independent registered public accounting firm, which was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board. Reports of the independent registered public accounting firm, which includes the independent registered public accounting firm's attestation of the effectiveness of the Company's internal control over financial reporting are also presented within this document. /s/ Joseph C. Muscari Chairman of the Board and Chief Executive Officer /s/ John A. Sorel Senior Vice President, Finance and Chief Financial Officer /s/ Michael A. Cipolla Vice President, Corporate Controller and Chief Accounting Officer February 27, 2008 F-35 MINERALS TECHNOLOGIES INC. & SUBSIDIARY COMPANIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (thousands of dollars) Description Year ended December 31, 2007 Valuation and qualifying accounts deducted from assets to which they apply: Allowance for doubtful accounts.............................. Year ended December 31, 2006 Valuation and qualifying accounts deducted from assets to which they apply: Allowance for doubtful accounts.............................. Year ended December 31, 2005 Valuation and qualifying accounts deducted from assets to which they apply: Allowance for doubtful accounts.............................. $ $ $ Additions Charged to Costs, Provisions and Expenses (b) Balance at Beginning of Period Deductions (a) Balance at End of Period 4,550 $ (49) $ (1,278) $ 3,223 5,818 $ 377 $ (1,645) $ 4,550 7,143 $ (518) $ (807) $ 5,818 Includes impact of translation of foreign currencies. (a) (b) Provision for bad debts, net of reversal of recoveries of $0.2 million, $0.6 million and $1.0 million in 2007, 2006 and 2005, respectively. S-1 Name of the Company Jurisdiction of Organization SUBSIDIARIES OF THE COMPANY EXHIBIT 21.1 Singapore Turkey Delaware Delaware Germany China China China Thailand Brazil Belgium United Kingdom APP China Specialty Minerals Pte Ltd. ................................................................. ASMAS Agir Sanayi Malzemeleri Imal ve Tic. A.S.............................................. Barretts Minerals Inc.............................................................................................. ComSource Trading Ltd......................................................................................... Ferrotron Technologies GmbH .............................................................................. Gold Lun Chemicals (Zhenjiang)........................................................................... Gold Sheng Chemicals (Zhenjiang) Co., Ltd. ........................................................ Gold Zuan Chemicals (Suzhou). ............................................................................ Hi-Tech Specialty Minerals Company, Limited..................................................... Minerals Technologies do Brasil Comercio é Industria de Minerais Ltda. Minerals Technologies Europe N.V. ...................................................................... Minerals Technologies Holdings Ltd. .................................................................... Minerals Technologies Mexico Holdings, S. de R. L. de C.V. ............................. Mexico Minerals Technologies South Africa (Pty) Ltd. ..................................................... Mintech Canada Inc. .............................................................................................. Mintech Japan K.K................................................................................................. Minteq Australia Pty Ltd........................................................................................ Minteq B.V............................................................................................................. Minteq Europe Limited. ......................................................................................... Minteq India Private Limited ................................................................................. Minteq International GmbH ................................................................................... Minteq International Inc......................................................................................... Minteq International (Suzhou) Co., Ltd. ................................................................ Minteq Italiana S.p.A. ............................................................................................ Minteq Korea Inc. .................................................................................................. Minteq Kosovo LLC. ............................................................................................. Minteq Magnesite Limited ..................................................................................... Minteq Metallurgical Materials (Suzhou) Co., Ltd. ............................................... Minteq Shapes and Services Inc............................................................................. Minteq UK Limited................................................................................................ MTI Holdings GmbH ............................................................................................. MTX Finance Inc. .................................................................................................. MTX Finance Ireland ............................................................................................. PT Sinar Mas Specialty Minerals ........................................................................... Rijnstaal U.S.A., Inc............................................................................................... RL Vision Tech OY ............................................................................................... SMI Poland Sp. z o.o.............................................................................................. Specialty Minerals Benelux.................................................................................... Specialty Minerals FMT K.K................................................................................. Specialty Minerals France s.p.a.s. .......................................................................... Specialty Minerals GmbH...................................................................................... Specialty Minerals Inc............................................................................................ Specialty Minerals International Inc. ..................................................................... Specialty Minerals Israel Limited .......................................................................... Specialty Minerals Malaysia Sdn. Bhd. ................................................................. Malaysia Specialty Minerals (Michigan) Inc......................................................................... Michigan Delaware Specialty Minerals Mississippi Inc......................................................................... Finland Specialty Minerals Nordic Oy Ab .......................................................................... Specialty Minerals (Portugal) Especialidades Minerais, S.A. ................................ Portugal Specialty Minerals S.A. de C.V. ............................................................................ Mexico Specialty Minerals Servicios S. de R. L. de C.V.................................................... Mexico Slovakia Specialty Minerals Slovakia, spol. sr.o. ................................................................. South Africa Specialty Minerals South Africa (Pty) Limited...................................................... Thailand Specialty Minerals (Thailand) Limited .................................................................. United Kingdom Specialty Minerals UK Limited ............................................................................. Delaware Synsil Products Inc................................................................................................. South Africa Canada Japan Australia The Netherlands Ireland India Germany Delaware China Italy Korea Kosovo Ireland China Delaware United Kingdom Germany Delaware Ireland Indonesia Pennsylvania Finland Poland Belgium Japan France Germany Delaware Delaware Israel Tecnologias Minerales de Mexico, S.A. de C.V. ................................................... Mexico EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Minerals Technologies Inc.: We consent to the incorporation by reference in the registration statements (No. 33-59080, 333-62739, and 333-138245) on Form S-8 of Minerals Technologies Inc. of our reports dated February 27, 2008, with respect to the consolidated balance sheets as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2007, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of Minerals Technologies Inc. Our report refers to the adoption in 2007 of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes." In addition, our report refers to the adoption in 2006 of Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based Payment," SFAS No. 151, "Inventory Costs - an Amendment of ARB No. 43, Chapter 4," Emerging Issues Task Force Issue No. 04-06, "Accounting for Stripping Costs Incurred During Production in the Mining Industry," and SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Post Retirement Plans - An Amendment of FASB Statements No. 87, 88, 106, and 132(R)." /s/ KPMG LLP New York, New York February 27, 2008 EXHIBIT 31.1 I, Joseph C. Muscari, certify that: RULE 13a-14(a)/15d-14(a) CERTIFICATION 1. I have reviewed this Annual Report on Form 10-K of Minerals Technologies Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2008 /s/ Joseph C. Muscari Joseph C. Muscari Chairman of the Board and Chief Executive Officer RULE 13a-14(a)/15d-14(a) CERTIFICATION EXHIBIT 31.2 I, John A. Sorel, certify that: 1. I have reviewed this Annual Report on Form 10-K of Minerals Technologies Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2008 /s/ John A. Sorel John A. Sorel Senior Vice President - Finance and Chief Financial Officer EXHIBIT 32 SECTION 1350 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18, United States Code), each of the undersigned officers of Minerals Technologies Inc., a Delaware corporation (the "Company"), does hereby certify that: The Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: February 27, 2008 Dated: February 27, 2008 /s/ Joseph C. Muscari Joseph C. Muscari Chairman of the Board and Chief Executive Officer /s/ John A. Sorel John A. Sorel Senior Vice President-Finance and Chief Financial Officer The foregoing certification is being furnished solely pursuant to Exchange Act Rule 13a-14(b); is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section; and is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934. DIRECTORS, OFFICERS AND INVESTOR INFORMATION Minerals Technologies Inc. and Subsidiary Companies 2007 Annual Report BOARD OF DIRECTORS CORPORATE OFFICERS Joseph C. Muscari Chairman of the Board, Chief Executive Officer Joseph C. Muscari * Chairman and Chief Executive Officer Paula H. J. Cholmondeley Chief Executive Officer The Sorrel Group Douglas T. Dietrich * Vice President Corporate Development and Treasury Duane R. Dunham Former President and Chief Executive Officer Bethlehem Steel Corporation Kirk G. Forrest * Vice President, General Counsel and Secretary Steven J. Golub Vice Chairman, Chairman of the Financial Advisory Group and Managing Director Lazard Frères & Co. LLC Kristina M. Johnson Provost and Senior Vice President for Academic Affairs The Johns Hopkins University Michael F. Pasquale Business Consultant, Retired Executive Vice President and Chief Operating Officer Hershey Foods Corporation John T. Reid Retired Chief Technological Officer, Colgate Palmolive Company William C. Stivers Retired Executive Vice President and Chief Financial Officer Weyerhaeuser Company STOCK LISTINGS Minerals Technologies Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol MTX. REGISTRAR AND TRANSFER AGENT Computershare Trust Company, N. A. P.O. Box 43078 Providence, RI 02940-3078 CERTIFICATIONS The Company’s chief executive officer submitted the certification required by Section 303A.12(a) of the NYSE Listed Company Manual certifying without qualification to the NYSE that he is not aware of any violations by the Company of NYSE corporate governance listing standards as of June 18, 2007. The Company also filed as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2007, the certifica- tions required by Section 302 of the Sarbanes- Oxley Act regarding the quality of the Company’s public disclosure. D. Randy Harrison * Senior Vice President Organization and Human Resources Kenneth L. Massimine * Senior Vice President and Managing Director, Paper PCC D.J. Monagle III * Vice President and Managing Director Performance Minerals John A. Sorel * Senior Vice President and Chief Financial Officer William J.S. Wilkins * Senior Vice President and Managing Director, Minteq International Michael A. Cipolla Vice President, Corporate Controller and Chief Accounting Officer William A. Kromberg Vice President, Taxes * Member, MTI Leadership Council INVESTOR RELATIONS Security analysts and investment professionals should direct their business-related inquiries to: Rick B. Honey Vice President, Investor Relations/ Corporate Communications Minerals Technologies Inc. The Chrysler Building 405 Lexington Avenue New York, NY 10174-0002 212-878-1831 MINERALS TECHNOLOGIES INC. ANNUAL REPORT The Chrysler Building 405 Lexington Ave., New York, NY 10174-0002 www.mineralstech.com 

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