8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 25, 2006 (July 24, 2006)

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	1-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (804) 788-6000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2006, Albemarle Corporation (the “Company”) issued a press release regarding its earnings for the second quarter and six months ended June 30, 2006. A copy of this release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference. In addition, on July 25, 2006, the Company will hold a teleconference for analysts and media to discuss results for the first quarter ended June 30, 2006. The teleconference will be webcast on the Company’s website at www.albemarle.com.

The press release attached as Exhibit 99.1 includes net income and related per share amounts excluding certain special items. Net income excluding special items is a financial measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). The Company has reported net income excluding special items because management believes that this financial measure is more reflective of the Company’s operations, provides transparency to investors and enables period-to-period comparability of financial performance. Net income excluding special items should not be considered as an alternative to net income determined in accordance with GAAP. The Company has included in the press release a reconciliation of net income excluding special items, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP.

The press release attached as Exhibit 99.1 also includes net debt, which is a financial measure that is not required by, or presented in accordance with, GAAP. The Company has presented net debt because management believes that net debt is helpful in analyzing leverage and uses it as a performance measure. Net debt should not be considered as an alternative to total debt determined in accordance with GAAP. The Company has included in the press release a reconciliation of net debt, a non-GAAP financial measure, to total debt, the most directly comparable financial measure calculated and reported in accordance with GAAP.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release, dated July 24, 2006, issued by the Company.

SIGNATURE

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

Date: July 25, 2006

ALBEMARLE CORPORATION
By:	/s/ Luther C. Kissam, IV
	Luther C. Kissam, IV
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release, dated July 24, 2006, issued by the Company.

EX-99.1

Exhibit 99.1

	Contact:
	Nicole Daniel	804.788.6096
	Sherry Knapp	804.788.6107

Albemarle Announces Record Second-Quarter 2006 Results

• Quarterly net income was $43.3 million, or 89 cents per share, up 35 percent over the same period last year.

• Net sales for the quarter were $568.8 million, up 13 percent over the same period last year.

RICHMOND, Va., July 24 — Albemarle Corporation (NYSE: ALB) reported record second-quarter 2006 net income of $43.3 million, or 89 cents per share, up from $32.1 million, or 67 cents per share, for second-quarter 2005, due to strong performance in each of the Company’s three business segments and its joint ventures. Excluding special items, second quarter 2005 net income was $29.0 million, or 60 cents per share. The Company reported quarterly net sales in the second quarter of 2006 totaling $569 million, up $66 million, a 13 percent increase from second-quarter 2005.

Net income for the first half of 2006 was $77.7 million, or $1.60 per share, up from $56.4 million, or $1.19 per share, for the first half of 2005 due to strong performance in each of the Company’s three business segments. Excluding special items, first half 2005 net income was $54.2 million or $1.14 per share. Net sales for the first half of 2006 were $1.176 billion, up $163 million, a 16 percent increase from the first half of 2005.

Commenting on second-quarter 2006 results, Mark C. Rohr, President and CEO of Albemarle Corporation stated, “I am pleased to announce record quarterly net income for the Company on strong net sales. Our sales increased 13 percent while our earnings rose 35 percent, reflecting the success we have had achieving value for our products and services in the market. All three business units showed improved earnings and margins compared to the same period last year. Our team is performing well building Albemarle’s innovation and service model, addressing under-performing assets, mitigating costs, and working with customers to introduce new products. We had a strong first half of the year, and while we recognize the expected deceleration in the domestic economy, we expect demand and pricing for our products to remain robust in the second half of the year.”

Quarterly Segment Results

The Polymer Additives segment recorded net sales for second-quarter 2006 of $228.6 million, up $24.1 million, or 12 percent, versus second-quarter 2005. Our mineral flame retardant portfolio saw both volume and net sales improvements. Net sales improved in both brominated flame retardants and our stabilizers and curatives on flat volumes. Polymer Additives segment income for second-quarter 2006 amounted to $39.2 million, up $10.9 million, or 38 percent, versus second-quarter 2005, due mainly to higher pricing, partially offset by increased manufacturing costs and unfavorable foreign exchange. Excluding the special item gain of $2.2 million in second-quarter 2005, Polymer Additives segment income for second-quarter 2006 improved 50 percent.

The Catalysts segment recorded net sales for second-quarter 2006 of $194.0 million, up $46.7 million, or 32 percent, versus second-quarter 2005, due mainly to higher pricing and increased volume in refinery catalysts (both FCC and HPC catalysts), offset in part by slightly lower volumes in polyolefin catalysts. Catalysts segment income for second-quarter 2006 amounted to $29.5 million, up $5.2 million, or 21 percent, from second-quarter 2005, due to higher pricing and increased volume offset by increased raw material cost. In addition, strong performance in the Catalysts joint ventures contributed $9.8 million in second-quarter 2006, a $4.1 million improvement over second-quarter 2005. Excluding the special item gain of $0.6 million in second-quarter 2005, Catalysts segment income for second-quarter 2006 improved 24 percent.

Fine Chemicals segment net sales for second-quarter 2006 were $146.2 million, down $4.8 million, or 3 percent, versus second-quarter 2005. Fine Chemicals segment income for second-quarter 2006 was $13.8 million, down $1.1 million, or 7 percent, from second-quarter 2005, due mainly to increased raw material and manufacturing costs, partially offset by improved pricing. Excluding the special item gain of $2.2 million in second-quarter 2005, Fine Chemicals segment income for second-quarter 2006 improved 9 percent.

During the quarter, interest and financing expenses were $12.0 million versus second-quarter 2005 of $10.1 million due mainly to higher interest rates and increased levels of debt after the consolidation of our Jordan bromine joint venture. During the quarter we recorded a net charge of approximately 3 cents per share, after tax, related to a foreign exchange adjustment on foreign denominated debt at our consolidated Jordan bromine joint venture. This charge is included in our Other (Expense) Income line item, with a partial offset in Minority Interests in Income of Consolidated Subsidiaries. Our net debt decreased approximately $60 million from March 31, 2006 reflecting strong cash flows. Our second-quarter 2006 effective income tax rate was 25.3 percent.

Selected data related to net income, special items and related per share amounts for the second-quarters and six months ended June 30, 2006 and 2005 are shown in the Additional Information section below, as well as a reconciliation of net income excluding special items and net debt.

Earnings Call

The Company’s performance for the second quarter ended June 30, 2006 will be discussed on a conference call at 11:00 AM Eastern Daylight Time on July 25, 2006, which can be accessed through Albemarle’s website under Investor Information at www.albemarle.com.

Albemarle Corporation, headquartered in Richmond, Virginia, is a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals for consumer electronics; petroleum and petrochemical processing; transportation and industrial products; pharmaceuticals; agricultural products; construction and packaging materials. The Company operates in three business segments, Polymer Additives, Catalysts and Fine Chemicals, and serves customers in approximately 100 countries.

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Forward-Looking Statements

Some of the information presented in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations as reflected are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ from expectations include, without limitation: the inability to pass through increases in costs and expenses for raw materials and energy; competition from other manufacturers; changes in demand for our products; the gain or loss of significant customers; fluctuations in foreign currencies; and increased government regulation of our operations or our products. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2005 and in our other public filings with the Securities and Exchange Commission. Readers are urged to review and consider carefully the disclosures we make in our filings with the Securities and Exchange Commission.

3

Albemarle Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(In Thousands of Dollars, Except Share and Per-Share Amounts) (Unaudited)

	Second Quarter Ended June 30,						Six Months Ended June 30,
	2006			2005 (a)			2006			2005 (a)
Net sales	$	568,797		$	502,754		$	1,176,151		$	1,012,719
Cost of goods sold		437,413			397,587			922,314			800,230
Gross profit		131,384			105,167			253,837			212,489
Selling, general and administrative expenses		62,202			53,669			120,055			110,695
Research and development expenses		11,198			10,342			22,643			21,322
Benefit plan curtailment gain and other special charges		—			(4,868	)(b)		—			(4,868	)(b)
Operating profit		57,984			46,024			111,139			85,340
Interest and financing expenses		(12,037	)		(10,135	)		(22,656	)		(20,388	)(c)
Other (expense) income, net		(2,303	)		78			(1,377	)		566
Income before income taxes, minority interests and equity in net income of unconsolidated investments		43,644			35,967			87,106			65,518
Income tax (expense)		(11,041	)		(13,948	)		(22,378	)		(25,088	)
Income before minority interests and equity in net income of unconsolidated investments		32,603			22,019			64,728			40,430
Minority interests in income of consolidated subsidiaries		(394	)		(1,028	)		(3,619	)		(2,512	)
Equity in net income of unconsolidated investments		11,118			11,067			16,594			18,459
Net income	$	43,327		$	32,058		$	77,703		$	56,377
Basic earnings per share	$	0.92		$	0.69		$	1.65		$	1.22
Diluted earnings per share	$	0.89		$	0.67		$	1.60		$	1.19
Weighted-average common shares outstanding - Basic		47,345			46,581			47,211			46,059
Weighted-average common shares outstanding - Diluted		48,580			47,971			48,432			47,455

See accompanying notes to the condensed consolidated financial information.

4

Albemarle Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands of Dollars)

	June 30, 2006		December 31, 2005
	(Unaudited)
ASSETS
Cash and cash equivalents	$	98,995	$	58,570
Other current assets		834,106		815,093
Total current assets		933,101		873,663
Property, plant and equipment		2,269,096		2,194,878
Less accumulated depreciation and amortization		1,282,606		1,228,061
Net property, plant and equipment		986,490		966,817
Other assets and intangibles		722,551		706,763
Total assets	$	2,642,142	$	2,547,243
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	419,634	$	421,917
Long-term debt		748,273		775,889
Other noncurrent liabilities		229,838		225,212
Deferred income taxes		214,111		193,950
Shareholders’ equity		1,030,286		930,275
Total liabilities & shareholders’ equity	$	2,642,142	$	2,547,243

See accompanying notes to the condensed consolidated financial information.

5

Albemarle Corporation and Subsidiaries

Selected Cash Flows Data

(In Thousands of Dollars) (Unaudited)

	Six Months Ended June 30,
	2006			2005
Cash and cash equivalents at beginning of year	$	58,570		$	46,390
Cash and cash equivalents at end of period	$	98,995		$	98,288
Sources of cash and cash equivalents:
Net income		77,703			56,377
Depreciation and amortization		57,666			57,692
Proceeds from issuance of senior notes		—			324,665
Proceeds from issuance of common stock		—			147,862
Proceeds from borrowings		130,709			117,372
Proceeds from exercise of stock options		12,856			2,704
Proceeds from liquidation of equity method investment and sale of nonmarketable security		—			1,058
Uses of cash and cash equivalents:
Capital expenditures		(49,012	)		(36,189	)
Purchases of common stock		(9,885	)		—
Investments in and advances to joint ventures and other corporate investments		(168	)		(9,088	)
Acquisitions of assets/business		—			(7,553	)
Repayments of long-term debt		(165,001	)		(499,419	)
Dividends paid to shareholders		(15,248	)		(11,978	)
Dividends paid to minority interest		(3,600	)		(1,000	)

See accompanying notes to the condensed consolidated financial information.

6

Albemarle Corporation and Subsidiaries

Consolidated Summary of Segment Results

(In Thousands of Dollars) (Unaudited)

	Second Quarter Ended June 30,						Six Months Ended June 30,
	2006			2005 (a)			2006			2005 (a)
Segment net sales:
Polymer Additives	$	228,559		$	204,435		$	450,430		$	402,537
Catalysts		194,045			147,304			429,401			320,128
Fine Chemicals		146,193			151,015			296,320			290,054
Total segment net sales	$	568,797		$	502,754		$	1,176,151		$	1,012,719
Segment income (loss):
Polymer Additives	$	39,240		$	28,347	(b)	$	70,460		$	50,661	(b)
Catalysts		29,518			24,346	(b)		54,847			49,405	(b)
Fine Chemicals		13,767			14,850	(b)		23,458			26,400	(b)
Corporate & Other		(13,817	)		(11,480	)(b)		(24,651	)		(25,179	)(b)
Total segment income		68,708	(d)		56,063	(d)		124,114	(d)		101,287	(d)
Interest and financing expenses		(12,037	)		(10,135	)		(22,656	)		(20,388	)(c)
Other (expense) income, net		(2,303	)		78			(1,377	)		566
Income tax (expense)		(11,041	)		(13,948	)		(22,378	)		(25,088	)
Net income	$	43,327		$	32,058		$	77,703		$	56,377

See accompanying notes to the condensed consolidated financial information.

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Notes to the Condensed Consolidated Financial Information

(In Thousands of Dollars, Except Per-Share Amounts):

(a) Certain reclassifications have been made in the condensed consolidated statements of income and consolidated summary of segment results to conform to current presentation.

(b) The second quarter and six-month periods ended June 30, 2005 include the following curtailment gain and special charge:

Segment income (loss):
Polymer Additives	$	2,181	(1)
Catalysts		560	(1)
Fine Chemicals		2,240	(1)
Corporate & Other		(113	)(1-2)
Total segment income		4,868

(1) The second quarter and six-months ended June 30, 2005 included a curtailment gain amounting to $5,603 ($3,569 after income taxes, or 7 cents per share) that relates to a reduction in our accumulated postretirement benefit obligation (liability) associated with a change in coverage in our unfunded postretirement health care benefits plan for active employees’ future retiree medical premium payments.

(2) The second quarter and six-months ended June 30, 2005 included a provisional charge of $735 ($468 after income taxes, or 1 cent per share) for the potential settlement of future legal claims with respect to certain future asbestos premises liability claims.

(c) Interest and financing expenses for the six-months ended June 30, 2005 included the write-off of deferred financing expenses totaling $1,386 ($883 after income taxes, or 2 cents per share).

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(d) Effective January 1, 2006, we revised the way we evaluate the performance of our segment results to reduce our segment income (loss) for the minority interests in income of consolidated subsidiaries. Segment income (loss) represents operating profit and equity in net income of unconsolidated investments and is reduced by minority interests in income of consolidated subsidiaries. Segment results for the second quarter and six-months ended June 30, 2005 have been reclassified to conform to the new presentation.

	Second Quarter Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Equity in net income of unconsolidated investments:
Polymer Additives	$	1,349		$	2,793		$	2,469		$	4,573
Catalysts		9,757			5,697			14,202			10,167
Fine Chemicals		—			2,653			—			3,859
Corporate & Other		12			(76	)		(77	)		(140	)
Total equity in net income of unconsolidated investments	$	11,118		$	11,067		$	16,594		$	18,459
Minority interests in income of consolidated subsidiaries:
Polymer Additives	$	(1,358	)	$	(1,028	)	$	(3,373	)	$	(2,512	)
Catalysts		—			—			—			—
Fine Chemicals		(939	)		—			(2,149	)		—
Corporate & Other		1,903			—			1,903			—
Total minority interests in income of consolidated subsidiaries	$	(394	)	$	(1,028	)	$	(3,619	)	$	(2,512	)

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Additional Information

It should be noted that net income excluding special items is a financial measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP. It is presented here to exclude the impact of certain non-recurring items on our results. We believe this measure is more reflective of our operations, provides transparency to investors and enables period-to-period comparability of financial performance. Set forth below is a reconciliation of net income excluding special items, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP, for the second quarter and six months ended June 30, 2006 and 2005.

Net debt is a supplemental financial measure that is not required by, or presented in accordance with GAAP. We believe net debt is helpful in analyzing leverage and as a performance measure. We define net debt as total debt plus the portion of outstanding joint venture indebtedness guaranteed by us (or less the portion of outstanding joint venture indebtedness consolidated but not guaranteed by us), less cash and cash equivalents. Set forth below is a reconciliation of net debt, a non-GAAP financial measure, to total debt, the most directly comparable financial measure calculated and reported in accordance with GAAP, for the first and second quarters ended March 31, 2006 and June 30, 2006, respectively.

A description of other non-GAAP financial measures that we use to evaluate our operations and financial performance, and reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP, can be found in the Investor Information section of our website at www.albemarle.com, under “Non-GAAP Reconciliations” under “Investor Relations.”

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ALBEMARLE CORPORATION AND SUBSIDIARIES

(In Thousands, Except Per-Share Amounts)

(Unaudited)

	Second Quarter Ended June 30, 2006								Second Quarter Ended June 30, 2005
	As Reported			Special Items		Excluding Special Items			As Reported			Special Items			Excluding Special Items
Net sales	$	568,797		$	—	$	568,797		$	502,754		$	—		$	502,754
Cost of goods sold		(437,413	)		—		(437,413	)		(397,587	)		—			(397,587	)
Selling, general and administrative expenses (including SFAS No. 2 R&D)		(73,400	)		—		(73,400	)		(64,011	)		—			(64,011	)
Benefit plan curtailment gain and other special charges		—			—		—			4,868			(4,868	) (a)		—
Operating profit		57,984			—		57,984			46,024			(4,868	)		41,156
Interest and financing expenses		(12,037	)		—		(12,037	)		(10,135	)		—			(10,135	)
Other (expense) income, net		(2,303	)		—		(2,303	)		78			—			78
Income before income taxes, minority interests and equity in net income of unconsolidated investments		43,644			—		43,644			35,967			(4,868	)		31,099
Income tax (expense)		(11,041	)		—		(11,041	)		(13,948	)		1,767	(a)		(12,181	)
Income before minority interests and equity in net income of unconsolidated investments		32,603			—		32,603			22,019			(3,101	)		18,918
Minority interests in income of consolidated subsidiaries		(394	)		—		(394	)		(1,028	)		—			(1,028	)
Equity in net income of unconsolidated investments		11,118			—		11,118			11,067			—			11,067
Net income	$	43,327		$	—	$	43,327		$	32,058		$	(3,101	)	$	28,957
Diluted earnings per share	$	0.89		$	—	$	0.89		$	0.67		$	(0.07	)	$	0.60
Segment income:
Polymer Additives	$	39,240		$	—	$	39,240		$	28,347		$	(2,181	)	$	26,166
Catalysts		29,518			—		29,518			24,346			(560	)		23,786
Fine Chemicals		13,767			—		13,767			14,850			(2,240	)		12,610
Corporate & Other		(13,817	)		—		(13,817	)		(11,480	)		113			(11,367	)
Total	$	68,708		$	—	$	68,708		$	56,063		$	(4,868	)	$	51,195

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ALBEMARLE CORPORATION AND SUBSIDIARIES

(In Thousands, Except Per-Share Amounts)

(Unaudited)

	Six Months Ended June 30, 2006								Six Months Ended June 30, 2005
	As Reported			Special Items		Excluding Special Items			As Reported			Special Items			Excluding Special Items
Net sales	$	1,176,151		$	—	$	1,176,151		$	1,012,719		$	—		$	1,012,719
Cost of goods sold		(922,314	)		—		(922,314	)		(800,230	)		—			(800,230	)
Selling, general and administrative expenses (including SFAS No. 2 R&D)		(142,698	)		—		(142,698	)		(132,017	)		—			(132,017	)
Benefit plan curtailment gain and other special charges		—			—		—			4,868			(4,868	) (a)		—
Operating profit		111,139			—		111,139			85,340			(4,868	)		80,472
Interest and financing expenses		(22,656	)		—		(22,656	)		(20,388	)		1,386	(b)		(19,002	)
Other (expense) income, net		(1,377	)		—		(1,377	)		566			—			566
Income before income taxes, minority interests and equity in net income of unconsolidated investments		87,106			—		87,106			65,518			(3,482	)		62,036
Income tax (expense)		(22,378	)		—		(22,378	)		(25,088	)		1,264	(a-b)		(23,824	)
Income before minority interests and equity in net income of unconsolidated investments		64,728			—		64,728			40,430			(2,218	)		38,212
Minority interests in income of consolidated subsidiaries		(3,619	)		—		(3,619	)		(2,512	)		—			(2,512	)
Equity in net income of unconsolidated investments		16,594			—		16,594			18,459			—			18,459
Net income	$	77,703		$	—	$	77,703		$	56,377		$	(2,218	)	$	54,159
Diluted earnings per share	$	1.60		$	—	$	1.60		$	1.19		$	(0.05	)	$	1.14
Segment income:
Polymer Additives	$	70,460		$	—	$	70,460		$	50,661		$	(2,181	)	$	48,480
Catalysts		54,847			—		54,847			49,405			(560	)		48,845
Fine Chemicals		23,458			—		23,458			26,400			(2,240	)		24,160
Corporate & Other		(24,651	)		—		(24,651	)		(25,179	)		113			(25,066	)
Total	$	124,114		$	—	$	124,114		$	101,287		$	(4,868	)	$	96,419

(a) Special items for the second quarter and six-months ended June 30, 2005 included a curtailment gain amounting to $5,603 ($3,569 after income taxes, or 7 cents per share) that relates to a reduction in our accumulated postretirement benefit obligation (liability) associated with a change in coverage in our unfunded postretirement health care benefits plan for active employees’ future retiree medical premium payments. The second quarter and six-months ended June 30, 2005 also included a provisional charge of $735 ($468 after income taxes, or 1 cent per share) for the potential settlement of future legal claims with respect to certain future asbestos premises liability claims.

(b) Interest and financing expenses for the six-months ended June 30, 2005 included the write-off of deferred financing expenses totaling $1,386 ($883 after income taxes, or 2 cents per share).

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ALBEMARLE CORPORATION AND SUBSIDIARIES

Net Debt Reconciliation

(In Thousands of Dollars)

(Unaudited)

	Second Quarter Ended June 30, 2006			First Quarter Ended March 31, 2006
Total debt	$	799,835		$	828,176
JV debt consolidated by the Company but guaranteed by others		(37,773	)		(37,659	)
Less: Cash and cash equivalents		(98,995	)		(67,100	)
Net Debt	$	663,067		$	723,417

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