Glatfelter Annual Report 2012

Plain-text annual report

P . H . G L A T F E L T E R C O M P A N Y • 2 0 1 2 A N N U A L R E P O R T DRIVING TO EXCELLENCE P. H. GLATFELTER COMPANY • 96 SOUTH GEORGE STREET • SUITE 520 • YORK, PA 17401 • WWW.GLATFELTER.COM © 2013 G L AT F E LT E R 2 0 1 2 A N N U A L R E P O R T GLATFELTER Headquartered in York, PA, Glatfelter is a global manufacturer of specialty papers and ﬁ ber-based engineered materials, offering more than a century of experience, technical expertise and world- class service. U.S. operations include facilities in Spring Grove, PA and Chillicothe and Fremont, OH. International operations include facilities in Canada, Germany, France, the United Kingdom and the Philippines, a representative ofﬁ ce in China, and a sales and distribution ofﬁ ce in Russia. Glatfelter’s sales approximate $1.6 billion annually and its common stock is traded on the New York Stock Exchange under the ticker symbol GLT. DRIVING TO EXCELLENCE Glatfelter PEOPLE are not satisﬁ ed with being good; we are driven to achieve excellence in all four of our core business drivers: Specialization, Innovation, Continuous Improvement, and Globalization. Our operating model is designed to achieve higher revenue and proﬁ t from global growth businesses, while leveraging the strong cash ﬂ ow from mature product lines to fund our initiatives. Throughout 2012, Glatfelter demonstrated the ability to continue building a sustainable, successful company that beneﬁ ts shareholders, customers, employees and communities where we live and work. 1 2 4 8 CONT ENT S Financial Highlights Glatfelter at a Glance Letter to Our Shareholders Directors and Offi cers and Corporate Information Form 10-K Directory of Locations FORWARD-LOOKING STATEMENTS Certain statements made in this annual report which pertain to future fi nancial and business performance and conditions and other fi nancial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors which may cause actual results or performance to diff er materially from the Company’s expectations. Some of the risks, uncertainties and other factors that could cause actual results to diff er materially from those expressed in the forward-looking statements are detailed on page 14 of the accompanying 2012 Annual Report on Form 10-K included herein and in other fi lings with the SEC. LOCATIONS W OR L D HE A DQ U A R T ERS IN T ER N AT ION A L OPER AT ING P. H. Glatfelter Company 96 South George Street Suite 520 York, PA 17401 U.S.A. U.S. OPER AT ING L OC AT IONS Spring Grove Facility 228 South Main Street Spring Grove, PA 17362 Chillicothe Facility 232 East Eighth Street Chillicothe, OH 45601 Fremont Facility 2275 Commerce Drive Fremont, OH 43420 Glatfelter Pulp Wood Company 228 South Main Street Spring Grove, PA 17362 L OC AT IONS Gernsbach Facility Hördener Straße 5 76593 Gernsbach Germany Scaër Facility BP 2 29390 Scaër France Lydney Facility Church Road Lydney, Gloucestershire GL15 5EJ United Kingdom Caerphilly Facility Pontygwindy Industrial Estate Caerphilly, Mid Glamorgan CF83 3HU United Kingdom Gatineau Facility 1680 rue Atmec Gatineau, QC J8P 7G7 Canada Falkenhagen Facility Gewerbepark Prignitz/Falkenhagen Rolf-Hövelmann-Straße 10 16928 Pritzwalk Germany Newtech Pulp Facility Bo. Maria Cristina 9217 Balo-I, Lanao del Norte Philippines O T HER L OC AT IONS China Representative Offi ce Century Financial Tower, A205 No. 1 Suhua Road Suzhou-SIP, Jiangsu 215021 China Hong Kong P.O. Box No. 13158 Central Post Offi ce, Hong Kong Spring Grove, Pennsylvania Gernsbach, Germany 228 South Main Street Spring Grove, PA 17362 Chillicothe, Ohio 232 East Eighth Street Chillicothe, OH 45601 Gainesville, Georgia 200 Broad Street, Suite 206 Gainesville, GA 30501 Gatineau, Canada 1680 rue Atmec Gatineau, QC J8P 7G7 Canada Hördener Straße 5 76593 Gernsbach Germany Falkenhagen, Germany Rolf-Hövelmann-Straße 10 16928 Pritzwalk Germany Church Road Lydney, Gloucestershire GL15 5EJ United Kingdom Gewerbepark Prignitz/Falkenhagen Scaër, France Lydney, United Kingdom Moscow, Russia Caerphilly, United Kingdom Pontygwindy Industrial Estate Caerphilly, Mid Glamorgan CF83 3HU United Kingdom BP 2 29390 Scaër France 13 2-ya Zvenigorodskaya Street Building 41 Moscow, 123022 Russia SALES OFFICES ww Net Sales (in millions) FINANCIAL HIGHLIGHTS Adjusted Earnings Per Share(4) NET SALES (in millions) 3 0 6 , 1 5 $ 5 4 , 1 $ 8 7 5 , 1 $ 4 6 2 , 1 $ 4 8 1 , 1 $ ADJUSTED EARNINGS PER SHARE (4) 4 0 . 1 $ 1 0 . 1 $ 8 8 . 0 $ 4 6 . 0 $ 5 2 . 1 $ Cash Flow from Operations (in millions) CASH FLOW FROM OPERATIONS (in millions) 8 6 1 $ 4 6 1 $ 0 4 1 $ 3 1 1 $ 3 5 $ 08 09 10 11 12 08 09 10 11 12 08 09 10 11 12 SELECTED CONSOLIDATED FINANCIAL DATA (In thousands, except per share data) As of or for the year ended December 31, Net sales Gross profi t Gross profi t % Gains on dispositions of plant, equipment and timberlands, net Net income Earnings per share Diluted EPS Adjusted EPS(4) Balance sheet information Total assets Total debt 2012 2011 2010(1) 2009 2008 $1,577,788 $1,603,154 $1,455,331 $1,184,010 $1,263,850 213,649 206,193 186,247 269,764 177,782 14% 13% 9,815 59,379 3,950 42,694 13% 453 23% 898 54,434(2) 123,442(3) 1.36 1.25 0.93 1.01 1.17 0.88 2.70 0.64 14% 18,468 57,888 1.27 1.04 1,242,985 1,136,925 1,341,747 1,190,294 1,057,309 250,000 227,000 333,022 254,583 313,285 Shareholders’ equity 539,679 490,404 552,442 510,704 342,707 Cash dividends declared per common share 0.36 0.36 0.36 0.36 0.36 (1) The information set forth above for 2010 includes the fi nancial information for Concert Industries Corp. prospectively from the February 12, 2010 acquisition date. (2) During 2010, net income included a $23.2 million tax benefi t from cellulosic biofuel production credits. (3) During 2009, the Company recognized $107.8 million of alternative fuel mixture credits, all of which were recorded as a reduction to cost of products sold. (4) Adjusted earnings per share is a non-GAAP fi nancial measure as it excludes the impact of certain items. It is used by the Company to evaluate the performance of its core business operations. Adjusted earnings per share excludes the following items, all on an after-tax per share basis: debt redemption costs of $0.11 and $0.13 in 2012 and 2011, respectively; charge for workforce effi ciencies of $0.01 in 2011; acquisition and integration related costs aggregating $0.02, $0.24, $0.04, and $0.02 in 2011 through 2008, respectively; gains from timberland sales and other asset sales of $0.12, $0.09, $0.02, $0.00, and $0.24, in 2012 through 2008, respectively; benefi t of cellulosic biofuel production credits of $0.09 and $0.50 in 2012 and 2010, respectively; alternative fuel mixture credits of $2.09 in 2009; and shutdown, restructuring charges and asset writedowns of $(0.01) in 2008. 1 GLATFELTER AT A GLANCE Specialty Papers Composite Fibers Advanced Airlaid Materialsrs PROFITABILITY OVERVIEW 2012 PRODUCT SALES MIX SPECIALTY PAPERS produces paper products for uses such as multi-part forms, security papers, digital imaging, food-grade products, mailing and high-quality book publishing, primarily in North America. Success in this business segment is based on our ability to drive proﬁ tability and cash ﬂ ow by optimizing our assets through our Continuous Improvement initiatives, providing exceptional customer service and executing aggressive new product NE T SALES $894.8 Million or 56.7% of Consolidated Net Sales TONS SOLD 789,201 and business development. 3 . 7 6 $ 4 . 8 5 $ 3 . 7 5 $ 9 . 5 5 $ 2 . 9 4 $ 0 . 4 3 $ 8 . 0 4 $ 1 . 6 3 $ 9 . 2 3 $ 9 . 5 2 $ 0 . 5 2 $ 9 . 1 2 $ Specialty Papers Composite Fibers Operating Income Operating Income Advanced Airlaid Materialsrs * Advanced Airlaid was acquired in February 2010. 07 08 09 10 11 12 07 08 09 10 11 12 10* 11 12 0 . 8 1 $ 4 . 3 1 $ 4 . 4 $ Operating Income COMPOSITE FIBERS serves growing global markets’ needs for higher-value-added applications such as single-serve coffee and tea products; metallized products used in the labeling of beer bottles, inner liners and gift wrap; composite laminates for furniture and ﬂ ooring; and products for electrical applications and energy storage. We have proﬁ tably built this business by expanding our capacity and investing in state-of-the-art technology, as well as completing acquisitions that complement our existing portfolio and broaden our product offerings. 3 . 7 6 $ NE T SALES $436.7 Million or 9 4 3 . . . 8 5 $ 7 5 $ 5 5 $ 2 . 9 4 $ 27.7% 0 . 4 3 $ of Consolidated Net Sales 8 . 0 4 $ 1 . 6 3 $ 9 . 2 3 $ 9 . 5 2 $ 0 . 5 2 $ 9 . 1 2 $ TONS SOLD 90,300 07 10 08 09 11 12 07 08 09 10 11 12 10* 11 12 Operating Income Operating Income * Advanced Airlaid was acquired in February 2010. 0 . 8 1 $ 4 . 3 1 $ 4 . 4 $ Operating Income Specialty Papers Composite Fibers Advanced Airlaid Materialsrs ADVANCED AIRLAID MATERIALS produces highly absorbent cellulose-based nonwoven materials for high-growth consumer 7 6 $ 3 3 9 4 . . . . 5 5 $ 2 . 8 5 $ 7 5 $ and industrial applications, such as personal hygiene and home care. This 9 4 $ business segment focuses on maintaining and expanding relationships with 4 3 $ 0 . 9 . 5 2 $ NE T SALES $246.3 Million or 8 . 0 4 $ 1 . 9 15.6% 6 3 $ 2 3 $ 0 . of Consolidated Net Sales 9 . . 5 2 $ 1 2 $ customers (many of whom are market-leading consumer product companies), capitalizing on our product and process innovation capabilities, and extending TONS SOLD 90,332 0 . 8 1 $ 4 . 3 1 $ 4 . 4 $ our geographic reach. 07 08 09 10 11 12 07 08 09 10 11 12 10* 11 12 Operating Income Operating Income Operating Income 2 * Advanced Airlaid was acquired in February 2010. Specialty Papers Composite Fibers Advanced Airlaid Materials 2012 PRODUCT SALES MIX 42% 20% 17% 21% Carbonless & Forms Engineered Products Composite Fibers Book Publishing Envelope & Converting 9% 10% 20% 61% Food & Beverage Metallized Composite Laminates Specialty Papers Composite Fibers Envelope & Converting Advanced Airlaid Materials Technical Specialties 42% 20% 17% 21% Carbonless & Forms Engineered Products Book Publishing Envelope & Converting 3% 4% 13% 80% Feminine Hygiene Home Care Adult Incontinence Other Specialty Papers 42% 20% 17% 21% Carbonless & Forms Engineered Products Book Publishing 9% 10% 20% 61% Food & Beverage Metallized Composite Laminates Technical Specialties 3% 4% 13% 80% Feminine Hygiene Home Care Adult Incontinence Other 9% 10% 20% 61% Food & Beverage Metallized Advanced Airlaid Materials Composite Laminates Technical Specialties 3% 4% 13% 80% Feminine Hygiene Home Care Adult Incontinence Other DEAR FELLOW SHAREHOLDERS important step on its journey of “driving to excellence.“ We are gratifi ed to report that in 2012, Glatfelter took another substantial free cash fl ow in the face of a challenging global The company signifi cantly grew earnings and generated economy. I want to express my deep appreciation to all Glatfelter PEOPLE who helped us turn in another year of strong performance. We remained focused on our growth drivers – specialization, innovation, continuous improvement, and globalization – to ensure we sustained our track record of improvement. Glatfelter PEOPLE accelerated their pursuit of operational excellence and consistent execution throughout the year. And while we still have ample room to improve, the great progress we made helped generate another robust year of earnings growth. I am pleased to report that shareholders were rewarded with a total return of 26.6% in 2012, which outperformed our major peer group indices. In addition, Glatfelter joined the prestigious S&P SmallCap 600 – refl ecting the market’s confi dence in our transformation into a growing global specialty materials business. ❚ B US I N E SS U N I T O PE R AT I N G PR O FI T – U P 9% The year was highlighted by continued improvement at our Specialty Papers and Advanced Airlaid Materials business units, while a “perfect storm” of challenges limited progress at Composite Fibers. Overall, our business unit operating profi t rose 9% over 2011. At Specialty Papers, operating profi t climbed 17% over the previous year, with strong cash fl ow. Volumes were up by 1.2%, outperforming a declining uncoated free sheet market for the ❚ 2012 – A S O LI D FI N AN CIAL PE R FO R M AN CE eighth consecutive year. The combination of rigorous continuous Glatfelter encountered substantially greater economic headwinds improvement, new product and business development, and superior as the year progressed. This created a more diffi cult operating customer service enabled Specialty Papers to generate powerful environment for some parts of our business, particularly those with results. To off set any market weakness, we will continually pursue exposure to Europe. Glatfelter PEOPLE surmounted these obstacles to opportunities to keep our facilities running at capacity. achieve a solid fi nancial performance and substantial year-over-year Advanced Airlaid Materials made considerable progress and improvement. fi nished the year on a high note. In the fourth quarter, the business Adjusted earnings per share were up 24% and operating income unit recorded its best operating income and profi t margins since we was up almost 9% versus 2011. These results increased our 5-year acquired it in early 2010. For the full year, operating profi t was up 34% compound annual growth rate to 17.3%, excluding the impact of our and margins improved over 200 basis points. New product innovation overfunded pension plan. helped fuel Advanced Airlaid Materials’ accomplishments. The business Free cash fl ow was a healthy $77 million. This was accomplished unit successfully introduced a variety of new product platforms that through good operating performance, eff ective working capital off ered improved performance, lower basis weights, and compelling management, and disciplined investment decisions. Our strong cash value propositions for the adult hygiene market. In addition, the fl ow also allowed us to fund growth investments, such as capacity growth of its specialty wipes products accelerated in 2012, with sales expansion at Composite Fibers, as well as return a competitive dividend up 148%. Considerable opportunity remains for this business to to our shareholders. Prudent capital allocation and earnings growth improve performance and accelerate its growth trajectory. Advanced drove our return on capital employed (ROCE) to 9.3% in 2012, achieving Airlaid Materials clearly has established itself as the innovation leader in returns that exceeded our weighted average cost of capital. the market. It is well positioned for margin and profi tability expansion Over the last two years, we’ve leveraged our improving cash as global demand for personal care products continues to climb. position to buy back 8% of our outstanding shares. We’ve also taken Composite Fibers faced a host of challenges during the year, advantage of the lower interest rate environment to restructure our curtailing its results. Operating profi t dropped 12% and shipments debt with a successful $250 million bond refi nancing. These actions declined 3% from 2011. The business unit’s progress was hindered by increased earnings per share by $0.22 in 2012. 4 DANTE C. PARRINI Chairman and Chief Executive Offi cer “I am pleased to report that shareholders were rewarded with a total return of 26.6% in 2012, which outperformed our major peer group indices. In addition, Glatfelter joined the prestigious S&P SmallCap 600 – reﬂ ecting the market’s conﬁ dence in our transformation into a growing global specialty materials business.” deteriorating economic conditions in Europe. At year end, Composite Fibers’ customers were destocking and aggressively managing their inventories. This short-term weakness in demand increased competitive intensity that pressured prices and margins. Foreign currency exchange reduced operating profi t by $3.2 million. And operating issues such as three machine upgrades, power outages at our United Kingdom facilities, and a fi re at the Scaër, France, mill created production disruptions. We are confi dent the business unit will return to its previous profi tability levels. Consumer buying patterns are moving in our favor. We lead the growing global tea market, the popular single-serve coff ee category is advancing at double-digit rates, and we’ve forged binding customer relationships. Our optimism for this business is refl ected in the mill upgrade at our Gernsbach, Germany, facility. This work will be completed in 2013, and will increase our capacity to produce higher- margin products. All of our businesses benefi ted from vigorous continuous improvement initiatives. Glatfelter PEOPLE are embracing this process more holistically throughout the organization. These initiatives, which ranged from operational improvements to business process enhancements, yielded results substantially above 2011 and exceeded our 2012 target. 5 2006 Net Sales: $986 million 2012 Net Sales: $1,578 million INCREASING PARTICIPATION IN GLOBAL GROWTH MARKETS 30% 2006 Net Sales: $986 million 2012 Net Sales: $1,578 million 2006 Net Sales: $986 million 2012 Net Sales: $1,578 million 70% 43% Glatfelter has signiﬁ cantly expanded its presence in 57% 2006 NET SALES $986 MILLION 2012 NET SALES $1,578 MILLION 30% 30% 30% 70% 70% Specialty Papers 70% 43% Composite Fibers Advanced Airlaid Materials Specialty Papers Composite Fibers Advanced Airlaid Materials Specialty Papers Composite Fibers 43% Advanced Airlaid Materials 43%43%43%43% 57% Specialty Papers Composite Fibers Advanced Airlaid Materials global growth markets, with approximately 43% of net sales now coming from growth businesses. 57% 57% Specialty Papers Composite Fibers Advanced Airlaid Materials ❚ 2013 – O PP O R T U N I T I E S FO R G R OW T H Specialty Papers I remain optimistic about Glatfelter’s future despite the present Composite Fibers • Globalization: delivering strong free cash fl ow to fund uncertainty and potential for volatility in our markets. While diffi cult Advanced Airlaid Materials key opportunities for geographic expansion that create economic conditions will continue, particularly in Europe, our four core shareholder value. These eff orts include investing in organic business drivers provide signifi cant opportunities for organic growth growth and targeted acquisitions that broaden capabilities and margin expansion. in our global growth businesses, participating in emerging • Specialization: executing our investment to increase and developing markets, and adding scale to the business in capacity in Composite Fibers, serving the growing tea, a thoughtful and measured fashion. single-serve coff ee and technical specialties markets with I’m excited about our many opportunities to continue growing high-value, higher-margin products. operating profi t and free cash fl ow. My optimism is based on our • Innovation: partnering with customers to leverage our leading market positions, the strong underlying demand for our unique new product development capabilities. We continue products, and the strength of our customer relationships, which make to upgrade our business mix and portfolio with new product us the industry’s supplier of choice. And our balance sheet enables us and process innovation and expect to keep generating over to identify opportunities that can add signifi cant shareholder value 50% of total revenue from products less than 5 years old. while remaining true to our core value of fi nancial discipline. • Continuous improvement: employing this critical tool in a volatile business environment to improve our operating cost structure and create incremental capacity on existing assets. We expect to generate benefi ts equal to approximately 2% of sales in 2013. 6 ❚ D R I V I N G TO E XCE LLE N CE Glatfelter Announces Agreement to Acquire Nonwovens Manufacturer Dresden Papier On March 13, 2013, Glatfelter announced a defi nitive agreement to acquire Germany’s Dresden Papier GmbH, which is the leading global supplier of nonwoven wallpaper Throughout 2012, Glatfelter PEOPLE demonstrated the ability to base materials. The transaction to acquire Dresden Papier consistently deliver improved results and shareholder return – even from Canada-based Fortress Paper is valued at €160 million when faced with adversity. Our team is driving the strength of our (U.S. $209 million). operating model, which achieves higher revenue and profi t from global We believe Dresden Papier will be an excellent addition growth businesses while leveraging the strong cash fl ow from mature to our industry-leading nonwovens product lines. Like many of product lines to fund our initiatives. our other lines of business do in their markets, Dresden holds Staying centered on our vision, strategy, and core values, we took a pre-eminent position in nonwoven wallpaper materials – as an important step in building a sustainable company that benefi ts all both the cost and quality leader because of its innovative shareholders, customers, employees, and communities. Our company products, proprietary manufacturing techniques, and long- continues to invest in its people, processes, and tools to drive improved standing customer relationships with some of the world’s largest results throughout the entire business cycle. wallpaper manufacturers. Nonwoven wallpaper off ers superior Glatfelter PEOPLE are not satisfi ed with being good; they performance and characteristics such as dry strip-ability, higher strive to be great. They are driven to achieve excellence. In times of tear resistance, and no material shrinkage or expansion when risk and unpredictability, great companies use their adaptability, wet, increasingly making it the product of choice for wallpaper resourcefulness, and responsiveness to fi nd opportunity and success. installers and design professionals. We’re managing the business with a keen focus on execution, This acquisition will broaden our relationship with leading discipline, and a well-constructed plan. While our direction may be producers of consumer and industrial products, and provide modifi ed at times to meet changing conditions, our strategy is sound additional operational leverage and growth opportunities for and will yield important and meaningful results. Glatfelter globally, particularly in large markets such as Russia We’re inspired by the opportunities we see in 2013 and beyond and China, and other developing markets in eastern Europe to continue our record of sustained growth. The progress we have and Asia. We expect that the nonwovens wallpaper segment achieved in enhancing operating profi t and free cash fl ow positions us will continue to grow at a compound annual growth rate of at well to deliver strong returns that will benefi t all Glatfelter stakeholders. least 10%. Sincerely, Dante C. Parrini The transaction, which is subject to customary closing conditions, including receipt of German and Ukrainian regulatory approvals, is expected to close during the second quarter. Upon closing, the acquired business will become part of Glatfelter’s Composite Fibers Business Unit. We expect the Chairman and Chief Executive Offi cer acquisition to be immediately accretive to earnings per share by approximately $0.25 on an annualized basis. March 18, 2013 7 DIRECTORS AND OFFICERS OF F ICERS A ND M A N A GEMEN T Dante C. Parrini Chairman and Chief Executive Offi cer Debabrata Mukherjee Vice President and General Manager John R Blind Division Vice President Specialty Papers Business Unit Printing & Carbonless Papers Martin Rapp Vice President and General Manager Timothy R. Hess Division Vice President Composite Fibers Business Unit Engineered & Converting Products Mark A. Sullivan Vice President Global Supply Chain and Information Technology William T. Yanavitch II Vice President Human Resources and Administration Kent K. Matsumoto Interim General Counsel, Assistant Secretary and Chief Compliance Offi cer Reinhard S. Schiebeler Operations Director Composite Fibers Business Unit John P. Jacunski Senior Vice President and Chief Financial Offi cer Christopher W. Astley Vice President Corporate Strategy Jonathan A. Bourget Vice President and General Manager Advanced Airlaid Materials Business Unit David C. Elder Vice President Finance DIR EC T ORS Dante C. Parrini Chairman and Chief Executive Offi cer Kevin M. Fogarty President and Chief Executive Offi cer Ronald J. Naples Retired Chairman and Kraton Performance Polymers, Inc. Chief Executive Offi cer Kathleen A. Dahlberg Chief Executive Offi cer 2Unify LLC Nicholas DeBenedictis Chairman, Chief Executive Offi cer and President J. Robert Hall Chief Executive Offi cer Ardale Enterprises, LLC Richard C. Ill Chairman Aqua America Corporation Triumph Group, Inc. CORPORATE INFORMATION Quaker Chemical Corporation Richard L. Smoot Retired Regional Chairman PNC Bank, NA Philadelphia/South Jersey Markets Lee C. Stewart Financial Consultant W OR L D HE A DQ U A R T ERS P. H. Glatfelter Company 96 South George Street Suite 520 York, PA 17401 ph: 717-225-2719 fax: 717-846-7208 www.glatfelter.com S T OCK E X CH A NGE A NNU A L MEE T ING OF SH A R EHOL DERS May 9, 2013, 9:00 a.m. EDT, York County Heritage Trust, Historical Society Museum, INF OR M AT ION SOURCES For the latest quarterly business results or other information, visit www.glatfelter.com or contact: Investor Relations 250 East Market Street, York, PA P. H. Glatfelter Company T R A NSF ER A GEN T, DI V IDEND DISBURSING A GEN T A ND R EGIS T R A R 96 South George Street Suite 520 York, PA 17401 ph: 717-225-2719 New York Stock Exchange Computershare Investor Services Email: ir@glatfelter.com S T OCK S Y MBOL GLT P. O. Box 43078 Providence, RI 02940-3078 Toll-free: 877-832-7259 International: 312-360-5100 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Í ‘ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2012 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 96 South George Street, Suite 520 York, Pennsylvania 17401 (Address of principal executive offices) (717) 225-4711 (Registrant’s telephone number, including area code) Commission file number Exact name of registrant as specified in its charter 1-03560 P. H. Glatfelter Company IRS Employer Identification No. 23-0628360 State or other jurisdiction of incorporation or organization Pennsylvania Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, par value $.01 per share Name of Each Exchange on which registered New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No Í. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í. 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 Í No ‘. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Í 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 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 small 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 ‘ Accelerated filer Í Non-accelerated filer ‘ (Do not check if a smaller reporting company). Small reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ‘ No Í. Based on the closing price as of June 30, 2012, the aggregate market value of the Common Stock of the Registrant held by non-affiliates was $692.9 million. Common Stock outstanding on February 28, 2013 totaled 42,824,288 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference in this Annual Report on Form 10-K: Portions of the registrant’s Proxy Statement to be dated on or about April 3, 2013 are incorporated by reference into Part III. P. H. GLATFELTER COMPANY ANNUAL REPORT ON FORM 10-K For the Year Ended DECEMBER 31, 2012 Table of Contents Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Executive Officers Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosures Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 Exhibits, Financial Statement Schedules SIGNATURES CERTIFICATIONS SCHEDULE II Page 1 7 11 11 11 11 12 12 13 14 25 26 61 61 61 61 61 61 61 61 62 64 65 67 PART I We make regular filings with the Securities and Exchange Commission (SEC), including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. These filings are available, free of charge, on our website, www.glatfelter.com, and the SEC website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request to Investor Relations at (717) 225-2719, ir@glatfelter.com, or by mail to Investor Relations, 96 South George Street, Suite 520, York, PA, 17401. In this filing, unless the context indicates otherwise, the terms “we,” “us,” “our,” “the Company,” or “Glatfelter” refer to P. H. Glatfelter Company and subsidiaries. ITEM 1 BUSINESS Overview Glatfelter began operations in 1864, and we believe we are one of the world’s leading manufacturers of specialty papers and fiber-based engineered materials. Headquartered in York, Pennsylvania, we own and operate manufacturing facilities located in Pennsylvania, Ohio, Canada, Germany, the United Kingdom, France, and the Philippines. Products Our three business units manufacture a wide array of specialty papers and fiber-based engineered materials including: (cid:129) Specialty Papers with revenues from the sale of papers for carbonless and other forms, book publishing, envelopes, and engineered products such as papers for digital imaging, casting, release, transfer, playing card, postal, FDA- compliant food and beverage applications, and other niche specialty applications; (cid:129) Composite Fibers primarily consists of single- serve coffee and tea filtration papers, metallized and self adhesive labeling papers, composite laminates used for decorative furniture and flooring applications, and technical specialties such as battery pasting papers, among others; and (cid:129) Advanced Airlaid Materials with revenue from the sale of airlaid non-woven fabric-like materials used in feminine hygiene and adult incontinence products, cleaning pads and wipes, food pads, napkins, tablecloths, and baby wipes. The markets served by the Composite Fibers and Advance Airlaid Materials business units are characterized by attractive growth rates as the result of new and emerging products and markets, changing end-user preferences and evolving demographics. Specialty Papers serves more mature market segments, many of which are in decline. As a result of our strategy to diversify sources of revenue and invest in growth businesses, revenue generated from Composite Fibers and Advanced Airlaid Materials is expected to represent an increasingly greater proportion of total revenue. For 2012, these two business units comprised 43% of consolidated revenue compared with 30% in 2006. Consolidated net sales and the relative net sales contribution of each of our business units for the past three years are summarized below: Dollars in thousands 2012 2011 2010 Net sales Business unit contribution Specialty Papers Composite Fibers Advanced Airlaid Materials Total $1,577,788 $1,603,154 $1,455,331 56.7% 27.7 54.6% 29.7 57.9% 28.8 15.6 15.7 13.3 100.0% 100.0% 100.0% Our strategies are focused on growing revenues, in part, by leveraging leading positions in key global growth markets including the single-serve coffee and tea markets and the hygiene products markets. To ensure we are best positioned to serve these markets, we have made investments to increase production capacity and intend to make additional future investments. In addition to leveraging our leading positions, our focus on product innovation is a critical component of our business strategy. During 2012, 2011 and 2010, we invested $10.9 million, $11.7 million and $10.4 million, respectively, in new product development activities. In each of the past three years, in excess of 50% of net sales were generated from products developed, enhanced or improved within the past five years. Other key elements to our success include margin expansion, driven by cost reduction and continuous improvement initiatives; the generation of strong and reliable cash flows; and strategic investments to improve our returns on invested capital. The strength of our balance sheet and generation of cash flows has allowed us to pursue strategic actions such as the $50 million investment to expand capacity in Composite Fibers and share repurchase programs executed in 2011 and 2012. Under the programs we have repurchased $54 million of our common stock. These actions and our disciplined approach to capital expenditures has resulted in the generation of returns on invested capital that exceed our cost of capital. Glatfelter 2012 Form 10-K 1 We have a demonstrated ability to establish leading market positions through the successful acquisition and integration of complementary businesses. Since 2006, we have successfully completed and integrated four acquisitions. Our acquisition strategy complements our long-term strategy of driving growth in our markets. Our Business Units We manage our company as three distinct business units: (i) Specialty Papers (ii) Composite Fibers; and (iii) Advanced Airlaid Materials. Net tons sold by each business unit for the past three years were as follows: Short tons 2012 2011 2010 Specialty Papers Composite Fibers Advanced Airlaid Materials Total 789,201 90,300 90,332 779,647 93,317 87,951 764,670 90,350 72,833 969,833 960,915 927,853 Specialty Papers Our North America-based Specialty Papers business unit focuses on producing papers for the following markets: (cid:129) Carbonless & forms papers for credit card receipts, multi-part forms, security papers and other end-user applications; (cid:129) Book publishing papers for the production of high quality hardbound books and other book publishing needs; (cid:129) Envelope and converting papers for the direct mail market, shopping bags, and other converting applications; and (cid:129) Engineered products for digital imaging, casting, release, transfer, playing card, postal, FDA-compliant food and beverage applications, and other niche specialty applications. The market segments in which Specialty Papers competes have undergone significant changes over the past several years in response to capacity exceeding demand. This business unit produces both commodity products (comprised of envelopes and certain forms) and higher-value-added specialty products. Specialty Papers’ revenue composition by market consisted of the following for the years indicated: In thousands 2012 2011 2010 Carbonless & forms Book publishing Envelope & converting Engineered products Other Total $372,950 155,925 174,781 187,724 3,397 $368,582 166,506 170,380 166,660 2,950 $359,033 168,155 157,202 155,257 2,967 $894,777 $875,078 $842,614 2 Although many of the markets served by Specialty Papers are mature and, in many instances, declining, we have been successful at maintaining this unit’s shipments through new product and new business development initiatives while leveraging the flexibility of our operating assets to efficiently respond to changing customer demands. In each of the past eight years, our flexible asset base, new product development capabilities and superior customer service offerings allowed us to outperform the broader uncoated free sheet market in terms of shipping volumes. We believe we are one of the leading suppliers of carbonless and book publishing papers in the United States. Although the markets for these products are declining, we have been successful in executing our strategy to replace this lost volume with products such as envelope papers and business forms, and other value- added specialty products. Specialty Papers also produces paper that is converted into specialized envelopes in a wide array of colors, finishes and end-uses. While this market is also declining, we have leveraged our customer service capabilities to grow our market share in each of the last several years. Specialty Papers’ highly technical engineered products include those designed for multiple end uses, such as papers for pressure-sensitive postage stamps, greeting and playing cards, conical cups, digital imaging applications and for release paper applications. Such products comprise an array of distinct business niches that are in a continuous state of evolution. Many of these products are utilized for demanding, specialized customer and end-user applications. Some of our products are new and higher growth while others are more mature and further along in the product life cycle. Because many of these products are technically complex and involve substantial customer-supplier development collaboration, they typically command higher per ton prices and generally exhibit greater pricing stability relative to commodity grade paper products. The Specialty Papers business unit operates two integrated pulp and paper making facilities with the following combined attributes: Uncoated Production Capacity (short tons) Principal Raw Material (“PRM”) Estimated Annual Quantity of PRM (short tons) 795,000 Pulpwood Wood-and other pulps 2,327,250 721,600 This business unit’s pulp mills have a combined pulp making capacity of 598,000 tons of bleached pulp per year. The principal raw material used to produce each facility’s pulp is pulpwood, including both hardwoods and softwoods. Pulpwood is obtained from a variety of locations including the states of Pennsylvania, Maryland, Delaware, New Jersey, New York, West Virginia, Virginia, Kentucky, Ohio and Tennessee. To protect our sources of pulpwood, we actively promote conservation and forest management among suppliers and woodland owners. In addition to critical raw materials, the cost to produce Specialty Papers’ products is influenced by energy costs. Although the business unit generates all of its steam needed for production at both facilities and generates more power than it consumes at the Spring Grove, PA facility, in 2012, it purchased approximately 22% of its electricity needed for the Chillicothe, OH mill. The facilities’ source of fuel is primarily coal and, to a lesser extent, natural gas. Since becoming a member of PJM Interconnection, a federally regulated Independent System Operator (“ISO”) that coordinates the movement and ensures reliability of wholesale electricity in its region, excess electricity generated by Spring Grove is sold to the high-voltage electricity grid. As a member of PJM, we provide capacity to the grid and sell excess power at market prices. Accordingly, our margin earned from energy sales will be subject to market volatility associated with the price at which energy is sold together with volatility in input costs, primarily related to coal. The Spring Grove facility includes five uncoated paper machines as well as an off-line combi-blade coater and a Specialty Coater (“S-Coater”), which together provide annual production capacity for coated paper of approximately 68,000 tons. Since uncoated paper is used in producing coated paper, this is not additional capacity. The Chillicothe facility operates four paper machines producing uncoated and carbonless paper. Two of the machines have built-in coating capability which along with three additional coaters at the facility provide annual coated capacity of 130,000 tons. In the carbonless paper market, we compete with Appleton Papers and, to a lesser extent, foreign importers including Fibria Celulose (formerly Votorantim Celulose e Papel) and Asia Pulp and Paper Co. We believe we are one of the leading producers of book publishing papers and compete in these markets with Domtar Corp. and North Pacific Paper (NORPAC), among others. In the envelope sector we compete with International Paper, Domtar Corp., Boise Inc. and Evergreen Packaging, among others. In our Specialty Papers’ engineered products markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. We compete with specialty divisions of large companies such as International Paper, Domtar Corp., Boise Inc., NewPage Corp. and Sappi Limited, among others. Service, product performance, technological advances and product pricing are important competitive factors with respect to all our products. We believe our reputation in these areas continues to be excellent. To be successful in the market environment in which Specialty Papers operates, our strategy is focused on: (cid:129) employing our new product and new business development capabilities to meet changing customer demands and ensure optimal utilization of capacity; (cid:129) leveraging our flexible operating platform to optimize product mix by shifting production among facilities to more closely match output with changing demand trends; (cid:129) aggressively employing methodologies to manage pressures on margins presented by more mature markets; (cid:129) utilizing ongoing continuous improvement methodologies to ensure operational efficiencies; and (cid:129) maintaining superior customer service. Composite Fibers Our Composite Fibers business unit, based in Gernsbach, Germany, serves customers globally and focuses on higher value-added products in the following markets: (cid:129) Food & Beverage paper primarily used for single-serve coffee and tea products; (cid:129) Metallized products used in the labeling of beer bottles, packaging innerliners, gift wrap, self- adhesive labels and other consumer product applications; (cid:129) Composite Laminates papers used in production of decorative laminates, furniture, and flooring applications; and (cid:129) Technical Specialties a diverse line of paper products used in batteries, adhesive tapes and other highly-engineered applications. We believe this business unit maintains a market leadership position in the single-serve coffee and tea markets, and the composite laminates market. Composite Glatfelter 2012 Form 10-K 3 Fibers’ revenue composition by market consisted of the following for the years indicated: In thousands 2012 2011 2010 Food & beverage Metallized Composite laminates Technical specialties and other Total $265,423 87,720 44,613 $284,748 95,276 53,334 $242,882 88,753 50,801 38,984 42,671 36,781 $436,740 $476,029 $419,217 We believe many of the market segments served by Composite Fibers, particularly single-serve coffee and tea, present attractive growth opportunities by capitalizing on evolving consumer preferences, expanding into new or emerging geographic markets, and by gaining market share through quality product and service offerings. Many of this unit’s papers are technically sophisticated and most, except for metallized papers, are extremely lightweight and require specialized fibers. Our engineering capabilities, specifically designed papermaking equipment, use of specialized fibers and customer orientation positions us well to compete in these global markets. The primary raw materials used in the production of our lightweight papers are abaca pulp and wood pulp. Abaca pulp is a specialized pulp with limited sources of availability. Our abaca pulp production process, fulfilled by our Philippine mill, provides a unique advantage by supplying a key raw material used by our Composite Fibers business unit. Sufficient quantities of abaca pulp and the source fiber are required to support growth in this business unit. In the event the supply of abaca fiber becomes constrained or when production demands exceed the capacity of the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands. The Composite Fibers business unit is comprised of three paper making facilities (Germany, France and England), metallizing operations (Wales and Germany) and a pulp mill (the Philippines) with the following combined attributes: Production Capacity (short tons) 68,400 lightweight 28,100 metallized 15,300 abaca pulp Principal Raw Material (“PRM”) Abaca pulp Wood pulp Synthetic fiber Base stock Abaca fiber Estimated Annual Quantity of PRM (short tons) 18,100 46,000 12,800 30,200 26,270 Composite Fibers uses highly specialized inclined wire paper machine technology and we believe we currently maintain approximately 25% of the global inclined wire capacity. 4 In addition to critical raw materials, the cost to produce Composite Fibers’ products is influenced by energy costs. Although the business unit generates all of its steam needed for production, in 2012, it purchased 93% of its electricity. In Composite Fibers’ markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. In single-serve coffee and tea products we compete with companies such as Ahlstrom and Purico. In composite laminates, we compete with PdM, a division of Schweitzer-Maudit, Purico, MB Papeles and Oi feng. For metallized products, competitors include AR Metallizing, Torras Papel Novelis, Vaassen, and Wenzhou Protec Vacuum Metallizing Co. Ltd. Our strategy in Composite Fibers is focused on: (cid:129) capturing global growth in food & beverage, technical specialties and composite laminates; (cid:129) expanding value-added production capacity by investing in state-of-the-art inclined wire technology to better ensure our capacity supports consistent growth of markets; (cid:129) capitalizing on rapidly growing markets; (cid:129) enhancing product mix across all of the business unit’s markets by utilizing new product and new business development capabilities; (cid:129) implementing continuous improvement methodologies to increase productivity, reduce costs and expand capacity; and (cid:129) ensuring readily available access to specialized raw material requirements to support projected growth. As part of our commitment to realizing the growth potential of certain of this business unit’s markets, we announced a $50 million investment to expand our inclined wire capacity by nearly 20%, or approximately 10,500 short tons, by converting a flat wire machine, currently producing composite laminates, to a state-of-the- art inclined wire machine. The project began in 2012 and is expected to be completed in the second quarter of 2013. Production of saleable products from the new machine is scheduled to begin in the second quarter of 2013. We expect to achieve a 15% to 20% after-tax return on this investment within three years. Advanced Airlaid Materials was formed in connection with our February 2010 acquisition of Concert Industries Corp. (“Concert”). Advanced Airlaid Materials is a leading global supplier of highly absorbent cellulose- based airlaid non-woven materials used to manufacture consumer and industrial products for growing global end- user markets. These products include, but are not limited to: The business unit’s two facilities operate with the following combined attributes: Airlaid Production Capacity (short tons) Principal Raw Material (“PRM”) Estimated Annual Quantity of PRM (short tons) 107,000 Fluff pulp 73,250 (cid:129) feminine hygiene; (cid:129) adult incontinence; (cid:129) home care; (cid:129) specialty wipes; (cid:129) table top; and (cid:129) food pads. Advanced Airlaid Materials affords us the opportunity to grow with customers who are industry leading consumer product companies for feminine hygiene and adult incontinence products. Advanced Airlaid Materials holds leading market share positions in many of the markets it serves, excels in building long-term customer relationships through superior quality and customer service programs, and has a well-earned reputation for innovation and its ability to quickly bring new products to market. Advanced Airlaid Materials’ revenue composition by market consisted of the following for the years indicated: In thousands Feminine hygiene Home care Wipes Adult incontinence Other Total 2012 2011 2010 $197,792 14,527 13,562 6,959 13,442 $206,724 15,308 5,463 6,083 18,469 $157,660 13,691 – 6,167 15,981 $246,282 $252,047 $193,499 The feminine hygiene category accounted for 80% of Advanced Airlaid Material’s revenue in 2012, sales of which are to a small group of large, leading global consumer products companies. This market is considered to be more growth oriented driven by population growth in certain geographic regions, consumer preferences, and suppliers’ ability to provide innovative products. In developing regions, demand is also influenced by increases in disposable income and cultural preferences. The Advanced Airlaid Materials business unit operates state-of-the-art facilities in Falkenhagen, Brandenburg, Germany and Gatineau, Quebec, Canada. The Falkenhagen location operates three multi-bonded production lines and three proprietary single-lane festooners. The Gatineau location consists of two airlaid production lines employing multi-bonded and thermal- bonded airlaid technologies and, with the recently completed investment, two proprietary single-lane festooners. In addition to the cost of critical raw materials, the cost to produce multi-bonded and thermal-bonded airlaid materials is impacted by energy costs. Advanced Airlaid Materials purchases all of its electricity and natural gas. Approximately 80% of this business unit’s revenue is earned under contracts with pass-through provisions directly related to the price of key input costs. Advanced Airlaid Materials continues to be a technology and product innovation leader in technically demanding segments of the airlaid market, most notably feminine hygiene. We believe that its facilities are among the most modern and flexible airlaid facilities in the world, allowing it to produce at industry leading operating rates. Its proprietary single-lane rotary festooning technology, developed in 2002, provides customers with a product packaged for efficient use. This business unit’s in-house technical expertise, combined with significant capital investment requirements and rigorous customer expectations creates large barriers to entry for new competitors. The airlaid industry is made up of several producers, including Buckeye Technologies Inc., Georgia-Pacific LLC, Duni AB, Petropar SA, McAirlaid’s Vliestoffe GmbH & Co. KG, and us. The markets served by this business unit are characterized by attractive growth opportunities. To take advantage of this, our strategy is focused on: (cid:129) maintaining and expanding relationships with customers that are market-leading consumer product companies; (cid:129) expanding geographic reach of markets served; (cid:129) optimizing the use of existing production capacity; (cid:129) employing continuous improvement methodologies and initiatives to reduce costs, improve efficiencies and create capacity; and (cid:129) capitalizing on our product and process innovation capabilities. Additional financial information for each of our business units is included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 8 – Financial Statements and Supplementary Data, Note 22 including geographic revenue and long-lived asset financial information. Glatfelter 2012 Form 10-K 5 Balance Sheet We are focused on prudent financial management and the maintenance of a conservative capital structure and strong balance sheet. This includes: (cid:129) aggressively managing working capital to enhance cash flow from operations; (cid:129) making disciplined capital expenditure decisions; and (cid:129) monetizing the value of our timberland assets as opportunities develop. The success of these actions positions us with the flexibility to pursue strategic opportunities that will benefit our shareholders. Concentration of Customers For each of the past three years, no single customer represented more than 10% of our consolidated net sales. However, as discussed in Item 1A Risk Factors, one customer accounted for the majority of Advanced Airlaid Materials net sales in 2012, 2011 and 2010. Capital Expenditures Our business is capital intensive and requires extensive expenditures for new and enhanced equipment. These capital investments are necessary to support growth strategies, research and development initiatives, environmental compliance, and for normal upgrades or replacements. Capital expenditures totaled $58.8 million, $64.5 million and $36.5 million, in 2012, 2011 and 2010, respectively. For 2013, capital expenditures are estimated to be $90 million to $100 million. This includes $33.5 million of the $50 million investment to expand capacity to serve Composite Fibers’ growth markets. Environmental Matters We are subject to various federal, state and local laws and regulations intended to protect the environment as well as human health and safety. At various times, we have incurred significant costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change. As a result of new air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT), we anticipate that we could incur material capital and operating costs. For example, on December 20, 2012, the Administrator of the U. S. Environmental Protection Agency signed new rules which could require process modifications and/or installation of air pollution controls on power boilers at two of our facilities. We are currently reviewing these rules to understand the effect they may have on our 6 operations, such as reducing or curtailing boiler usage or modifying the types of boilers operated or fuel consumed. The cost of compliance is likely to be significant. Our current estimates to implement viable options could result in additional capital spending of approximately $45 million. The amount ultimately incurred may be less depending on our successful implementation of appropriate available options. In addition, the timing of any additional capital spending is uncertain, although we currently expect to incur the expenditures generally in 2015 and 2016. Enactment of new environmental laws or regulations or changes in existing laws or regulations could significantly change our estimates. For a discussion of other environmental matters, see Item 8 – Financial Statements and Supplementary Data – Note 21. Employees As of December 31, 2012, we employed 4,258 people worldwide, of which approximately 70% are unionized. The United Steelworkers International Union and the Office and Professional Employees International Union represents approximately 1,600 hourly employees at our Chillicothe, OH and Spring Grove, PA facilities under labor contracts expiring in November 2015 and January 2014, respectively. Hourly employees at each of our international locations are represented by various unions or works councils. We consider the overall relationship with our employees to be satisfactory. Other Available Information The Corporate Governance page of our corporate web site includes our Governance Principles and Code of Business Conduct, and biographies of our Board of Directors and Executive Officers. In addition, the website includes the charters for the Audit, Compensation, Finance, and Nominating and Corporate Governance Committees of the Board of Directors. The Corporate Governance page also includes the Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter, our “whistle-blower” policy and other related material. We satisfy the disclosure requirement for any future amendments to, or waivers from, our Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on our website. We will provide a copy of the Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers, without charge, to any person who requests one, by contacting Investor Relations at (717) 225-2719, ir@glatfelter.com or by mail to 96 South George Street, Suite 520, York, PA, 17401. ITEM 1A RISK FACTORS Our business and financial performance may be adversely affected by the global economic environment or downturns in the target markets that we serve. Adverse global economic conditions could impact our target markets resulting in decreased demand for our products. Approximately 17% of our net sales in 2012 were shipped to customers in western Europe, the demand for which, in many cases, is dependent on economic conditions in this area, and to the extent customers do business outside of Europe, in other regions of the world. Our results could be adversely affected if economic conditions weaken or fail to improve. Also, there may be periods during which demand for our products is insufficient to enable us to operate our production facilities in an economical manner. The economic environment may cause customer insolvencies which may result in their inability to satisfy their financial obligations to us. These conditions are beyond our ability to control and may have a significant impact on our sales and results of operations. The markets for our products are also significantly affected by changes in industry capacity and output. There have been periods of supply/demand imbalance in our industry which have caused pulp prices and our products’ selling prices to be volatile. The timing and magnitude of price increases or decreases in these markets have generally varied by region and by product type. A sustained period of weak demand or excess supply would likely adversely affect pulp prices and our products’ selling prices. This could have a material adverse affect on our operating and financial results. The cost of raw materials and energy used to manufacture our products could increase and the availability of certain raw materials could become constrained. We require access to sufficient and reasonably priced quantities of pulpwood, purchased pulps, pulp substitutes, abaca fiber, synthetic fibers, and certain other raw materials. Our Spring Grove and Chillicothe locations are vertically integrated manufacturing facilities that generate approximately 82% of their annual pulp requirements. Our Philippine mill purchases abaca fiber to produce abaca pulp, which we use to manufacture our paper for single-serve coffee, tea and technical specialty products at our Gernsbach, Scaër and Lydney facilities. At certain times in the past, the supply of abaca fiber has been constrained due to factors such as weather related damage to the source crop as well as decisions by land owners to produce alternative crops in lieu of those used to produce abaca fiber. Our Advanced Airlaid Materials business unit requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods. Softwood availability can be limited by many factors, including weather in regions where softwoods are abundant. The cost of many of our production materials, including petroleum based chemicals, and freight charges, are influenced by the cost of oil. In addition, coal is a principal source of fuel for both the Spring Grove and Chillicothe facilities and natural gas is used as a source of fuel for our Chillicothe facility, and the Composite Fibers and Advanced Airlaid Materials business units’ facilities. Although we have contractual cost pass-through arrangements with certain customers, we may not be able to fully pass increased raw materials or energy costs on to all customers if the market will not bear the higher price or where existing agreements with our customers limit price increases. If price adjustments significantly trail increases in raw materials or energy prices, our operating results could be adversely affected. Our industry is highly competitive and increased competition could reduce our sales and profitability. In the past, global industries in which we compete have been adversely affected by capacity exceeding the demand for products and by declining uncoated free sheet demand. As a result, steps have been taken to reduce underperforming capacity. However, slowing demand or increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income. The greater financial resources of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a competitive disadvantage. Some of the factors that may adversely affect our ability to compete in the markets in which we participate include: (cid:129) the entry of new competitors into the markets we serve, including foreign producers; (cid:129) the willingness of commodity-based producers to enter our markets when they are unable to compete or when demand softens in their traditional markets; Glatfelter 2012 Form 10-K 7 (cid:129) the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share; We are subject to substantial costs and potential liability for environmental matters. (cid:129) our failure to anticipate and respond to changing customer preferences; (cid:129) the impact of electronic-based substitutes for certain of our products such as carbonless and forms, book publishing, and envelope papers; (cid:129) the impact of replacement or disruptive technologies; (cid:129) changes in end-user preferences; (cid:129) our inability to develop new, improved or enhanced products; and (cid:129) our inability to maintain the cost efficiency of our facilities. If we cannot effectively compete in the markets in which we operate, our sales and operating results would be adversely affected. We may not be able to develop new products acceptable to our customers. Our business strategy is market focused and includes investments in developing new products to meet the changing needs of our customers and to maintain our market share. Our success will depend, in part on our ability to develop and introduce new and enhanced products that keep pace with introductions by our competitors and changing customer preferences. If we fail to anticipate or respond adequately to these factors, we may lose opportunities for business with both current and potential customers. The success of our new product offerings will depend on several factors, including our ability to: (cid:129) anticipate and properly identify our customers’ needs and industry trends; (cid:129) price our products competitively; (cid:129) develop and commercialize new products and applications in a timely manner; (cid:129) differentiate our products from our competitors’ products; and (cid:129) invest efficiently in research and development activities. Our inability to develop new products could adversely impact our business and ultimately harm our profitability. 8 We are subject to various environmental laws and regulations that govern our operations, including discharges into the environment, and the handling and disposal of hazardous substances and wastes. We are also subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. The Clean Air Act, and similar regulations, could impose significant compliance costs or require significant capital expenditures. To comply with environmental laws and regulations, we have incurred, and will continue to incur, substantial capital and operating expenditures. We anticipate that environmental regulation of our operations will continue to become more burdensome and that capital and operating expenditures necessary to comply with environmental regulations will continue, and perhaps increase, in the future. Because environmental regulations are not consistent worldwide, our ability to compete globally may be adversely affected by capital and operating expenditures required for environmental compliance. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment, such as air and water quality, resulting from mills we operate or have operated. Potential obligations include compensation for the restoration of natural resources, personal injury and property damages. Despite favorable rulings in the pending Fox River litigation, we continue to have exposure to liability for remediation and other costs related to the presence of polychlorinated biphenyls in the lower Fox River on which our former Neenah, Wisconsin mill was located. There can be no assurance that we will not be required to ultimately pay material amounts to resolve our liability in the Fox River matter. We have financial reserves for environmental matters, including the Fox River site, but we cannot be certain that those reserves will be adequate to provide for future obligations related to these matters, that our share of costs and/or damages for these matters will not exceed our available resources, or that such obligations will not have a long-term, material adverse effect on our consolidated financial position, liquidity or results of operations. Our environmental issues are complex and should be reviewed in the context set forth in more detail in Item 8 – Financial Statements and Supplementary Data – Note 21. The Advanced Airlaid Materials business unit generates a substantial portion of its revenue from one customer serving the hygiene products market, the loss of which could have a material adverse effect on our results of operations. Advanced Airlaid Materials generates the majority of its net sales of hygiene products from one customer. The loss of this significant customer could have a material adverse effect on their operating results. In addition, sales in the feminine hygiene market accounted for 80% of Advanced Airlaid Materials’ net sales in 2012 and sales are concentrated within a small group of large customers. A decline in sales of hygiene products could have a material adverse effect on this unit’s operating results. Customers in the airlaid non-woven fabric material market, including the hygiene market, may also switch to less expensive products, change preferences or otherwise reduce demand for Advanced Airlaid Material’s products, thus reducing the size of the markets in which it currently sells its products. Any of the foregoing could have a material adverse effect on our financial performance and business prospects. Our operations may be impaired and we may be exposed to potential losses and liability as a result of natural disasters, acts of terrorism or sabotage or similar events. If we have a catastrophic loss or unforeseen operational problem at certain of our facilities, we could suffer significant lost production which could impair our ability to satisfy customer demands. Natural disasters, such as earthquakes, flooding or fire, and acts of terrorism or sabotage affecting our operating activities and major facilities could materially and adversely affect our operations, operating results and financial condition. In addition, we own and maintain four dams in York County, Pennsylvania, that were built to ensure a steady supply of water for the operation of our facility in Spring Grove which is a primary manufacturing location for our envelope papers and engineered products. Each of these dams is classified as “high hazard” by the Commonwealth of Pennsylvania because they are located in close proximity to inhabited areas. Any sudden failure of a dam, including as a result of natural disaster or act of terrorism or sabotage, would endanger occupants and residential, commercial and industrial structures, for which we could be liable. The failure of a dam could also be extremely disruptive and result in damage to or the shutdown of our Spring Grove mill. Any losses or liabilities incurred due to the failure of one of our dams may not be fully covered by our insurance policies or may substantially exceed the limits of our policies, and could materially and adversely affect our operating results and financial condition. In addition, many of our papermaking operations require a reliable and abundant supply of water. Such mills rely on a local water body or water source for their water needs and, therefore, are particularly impacted by drought conditions or other natural or manmade interruptions to its water supplies. At various times and for differing periods, each of our mills has had to modify operations due to water shortages, water clarity, or low flow conditions in its principal water supplies. Any interruption or curtailment of operations at any of our paper mills due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition. Our pulp mill in Lanao del Norte on the Island of Mindanao in the Republic of the Philippines is located along the Pacific Rim, one of the world’s hazard belts. By virtue of its geographic location, this mill is subject to, among similar types of natural disasters discussed above, cyclones, typhoons, and volcanic activity. Moreover, the area of Lanao del Norte has been a target of suspected terrorist activities. The most common bomb targets in Lanao del Norte to date have been power transmission towers. Our pulp mill in Mindanao is located in a rural portion of the island and is susceptible to attacks or power interruptions. The Mindanao mill supplies approximately 85% of the abaca pulp that is used by our Composite Fibers business unit to manufacture our paper for single serve coffee and tea products and certain technical specialties products. Any interruption, loss or extended curtailment of operations at our Mindanao mill could materially affect our operating results and financial condition. We have operations in a potentially politically and economically unstable location. Our pulp mill in the Philippines is located in a region that is unstable and subject to political unrest. As discussed above, our Philippine pulp mill produces abaca pulp, a significant raw material used by our Composite Fibers business unit, and is currently our main provider of abaca pulp. There are limited suitable alternative sources of readily available abaca pulp in the world. In the event of a disruption in supply from our Philippine mill, there is no guarantee that we could obtain adequate amounts of abaca pulp from alternative sources at a reasonable price or at all. As a consequence, any civil disturbance, unrest, political instability or other event that causes a disruption in supply could limit the availability of abaca pulp and would increase our cost of obtaining abaca pulp. Such occurrences could adversely impact our sales volumes, revenues and operating results. Glatfelter 2012 Form 10-K 9 Our international operations pose certain risks that may adversely impact sales and earnings. We have significant operations and assets located in Canada, Germany, France, the United Kingdom, and the Philippines. Our international sales and operations are subject to a number of unique risks, in addition to the risks in our domestic sales and operations, including differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, domestic and foreign customs and tariffs, differing regulatory environments, difficulty in managing widespread operations and political instability. These factors may adversely affect our future profits. Also, in some foreign jurisdictions, we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. Any such limitations would restrict our flexibility in using funds generated in those jurisdictions. Foreign currency exchange rate fluctuations could adversely affect our results of operations. As we diversify our business and expand our global footprint, an increasing proportion of our revenue is generated outside of the United States. We also own and operate manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. Currently, the majority of our business is transacted in U.S. dollars; however, an increasing portion of business is transacted in Euros, British Pound Sterling, Canadian dollars or Philippine Peso. With respect to the Euro, we generate substantially greater cash inflow in this currency than we do outflow. However, with respect to the British Pound Sterling, Canadian dollar, and Philippine Peso, we have greater outflows than inflows of these currencies. As a result of these positions, we are exposed to changes in currency exchange rates. Uncertainty with respect to the ability of certain European countries to continue to service their sovereign debt obligations and actions proposed to restructure such obligations may cause the value of the euro to fluctuate further. In the event that one or more European countries were to replace the euro with another currency, business may be adversely affected until stable exchange rates are established. Our ability to maintain our products’ price competitiveness is reliant, in part, on the relative strength of the currency in which the product is denominated compared to the currency of the market into which it is sold and the functional currency of our competitors. 10 Changes in the rate of exchange of foreign currencies in relation to the U.S. dollar, and other currencies, may adversely impact our results of operations and our ability to offer products in certain markets at acceptable prices. An IRS audit of our 2009 tax return could result in a change in the tax treatment of the alternative fuel mixture credits we claimed in 2009, which could have a material adverse effect on our results of operations and financial position. The U.S. Internal Revenue Code, or the Code, provided a tax credit for companies that used alternative fuel mixtures to produce energy to operate their businesses on or prior to December 31, 2009. During 2009, we registered two of our facilities with the IRS as alternative fuel mixers based on their use of black liquor as an alternative fuel source. For the year ended December 31, 2009, we had substantial alternative fuel mixture credits relating to these facilities. Our results of operations in 2009 included, on a pre-tax basis, $107.8 million of alternative fuel mixture credits. During 2012, we amended our 2009 federal income tax return to convert a portion of the alternative fuel mixture credits for cellulosic biofuel production credits. In the event that the IRS audits our tax return for the year ended December 31, 2009, the IRS may conclude that some or all of the credits claimed are subject to federal income taxes, which would subject us to additional tax liabilities and could have a material adverse effect on our results of operations and financial position. In the event any of the above risk factors impact our business in a material way or in combination during the same period, we may be unable to generate sufficient cash flow to simultaneously fund our operations, finance capital expenditures, satisfy obligations and make dividend payments on our common stock. In addition to debt service obligations, our business is capital intensive and requires significant expenditures to support growth strategies, research and development initiatives, environmental compliance, and for normal upgrades or replacements. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt. If we are unable to generate sufficient cash flow from these sources, we could be unable to meet our near and long-term cash needs or make dividend payments. ITEM 1B UNRESOLVED STAFF COMMENTS None. ITEM 2 PROPERTIES We own substantially all of the land and buildings comprising our manufacturing facilities located in Pennsylvania; Ohio; Canada; the United Kingdom; Germany; France; and the Philippines; as well as substantially all of the equipment used in our manufacturing and related operations. Certain of our operations, particularly our metallized paper production facility located in Caerphilly, Wales, office and warehouse space in Moscow, Russia and our corporate offices located in York, Pennsylvania are under lease agreements. All of our properties, other than those that are leased, are free from any material liens or encumbrances. We consider all of our buildings to be in good structural condition and well maintained and our properties to be suitable and adequate for present operations. ITEM 3 LEGAL PROCEEDINGS We are involved in various lawsuits that we consider to be ordinary and incidental to our business. The ultimate outcome of these lawsuits cannot be predicted with certainty; however, we do not expect such lawsuits, individually or in the aggregate, will have a material adverse effect on our consolidated financial position, liquidity or results of operations. For a discussion of commitments, legal proceedings and related contingencies, see Item 8 – Financial Statements and Supplementary Data – Note 21. EXECUTIVE OFFICERS The following table sets forth certain information with respect to our executive officers and senior management as of March 7, 2013. Name Age Office with the Company Dante C. Parrini John P. Jacunski Christopher W. Astley Jonathan A. Bourget David C. Elder Debabrata Mukherjee 48 47 40 48 44 43 Chairman and Chief Executive Officer Senior Vice President and Chief Financial Officer Vice President, Corporate Strategy Vice President & General Manager, Advanced Airlaid Materials Business Unit Vice President, Finance Vice President & General Manager, Specialty Papers Business Unit Martin Rapp 53 Vice President & General Mark A. Sullivan 58 Manager, Composite Fibers Business Unit Vice President, Global Supply Chain and Information Technology William T. Yanavitch II 52 Vice President, Human Resources and Administration Officers are elected to serve at the pleasure of the Board of Directors. Except in the case of officers elected to fill a new position or a vacancy occurring at some other date, officers are generally elected at the organizational meeting of the Board of Directors held immediately after the annual meeting of shareholders. Dante C. Parrini became Chief Executive Officer effective January 1, 2011 and Chairman of the Board in May 2011. Prior to this, he was Executive Vice President and Chief Operating Officer, a position he held since February 2005. Mr. Parrini joined us in 1997 and has previously served as Senior Vice President and General Manager, a position he held beginning in January 2003 and prior to that as Vice President responsible for Sales and Marketing. John P. Jacunski became Senior Vice President and Chief Financial Officer in July 2006. From October 2003 until July 2006, he was Vice President and Corporate Controller. Mr. Jacunski was previously Vice President and Chief Financial Officer at WCI Steel, Inc. from June 1999 to October 2003. Prior to joining WCI, Mr. Jacunski was with KPMG, an international accounting and consulting firm, where he served in various capacities. Christopher W. Astley joined us in August 2010 as Vice President, Corporate Strategy. He has over fifteen years experience as an advisor and practitioner leading critical strategic and tactical corporate initiatives for natural resource companies, with a focus since 1999 on the pulp, paper, and packaging industries. Mr. Astley previously held positions with Accenture, a global management consulting firm, and The Coca-Cola Company, as well as successfully leading a privately held business for several years. Jonathan A. Bourget joined us in July 2010 as Vice President & General Manager, Advanced Airlaid Materials Business Unit. From 2008 until joining our Company, Mr. Bourget was Vice President & General Manager of European operations at Polymer Group Inc. Prior to this, he held various positions of increasing responsibility, including General Manager Specialties Division in Europe, with Alcoa Inc. David C. Elder was promoted to Vice President, Finance in December 2011 and continues as our Chief Accounting Officer. Prior to his promotion, he was our Vice President, Corporate Controller, a position held since joining Glatfelter in January 2006. Mr. Elder was previously Corporate Controller for YORK International Corporation and prior to that he was the Director, Financial Planning and Analysis for that company. Glatfelter 2012 Form 10-K 11 Debabrata Mukherjee was appointed Vice President & General Manager, Specialty Papers Business Unit in April 2008. Dr. Mukherjee joined our Company in 1998 and since then has held various operational, sales and technical leadership positions within the Specialty Papers Business Unit. From March 2006 through March 2008, Dr. Mukherjee served as Division Vice President, Engineered & Converting Products. From February 2004 through February 2006, Dr. Mukherjee served as Director, Engineered Products. Prior to joining Glatfelter, Dr. Mukherjee served in various capacities with Felix Schoeller, a Germany based global specialty paper manufacturer. Martin Rapp joined Glatfelter in August 2006 and serves as Vice President and General Manager, Composite Fibers Business Unit. Prior to this, Mr. Rapp was Vice President and General Manager of Avery Dennison’s Roll Materials Business in Central and Eastern Europe since August 2002. Mark A. Sullivan joined our Company in December 2003 and serves as Vice President, Global Supply Chain and Information Technology. Previously, he was our Chief Procurement Officer. Prior to joining Glatfelter, his experience included a broad array of operations and supply chain management responsibilities during twenty years with the DuPont Company. William T. Yanavitch II was appointed Vice President, Human Resources and Administration in May 2005. Mr. Yanavitch briefly worked with Constellation Energy in Human Resources from February 2005 – May 2005. He served as our Vice President Human Resources from July 2000 until January 2005. Prior to joining us he worked for Dentsply International and Gould Pumps Inc. in various leadership capacities. ITEM 4 MINE SAFETY DISCLOSURES Not Applicable PART II ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Prices and Dividends Declared Information The following table shows the high and low prices of our common stock traded on the New York Stock Exchange under the symbol “GLT” and the dividend declared per share for each quarter during the past two years: Low Quarter High Dividend 2012 2011 Fourth Third Second First Fourth Third Second First $18.58 18.25 16.47 16.36 $ 15.79 16.03 15.51 13.40 $15.31 15.43 14.25 14.12 $ 12.46 11.73 12.65 11.00 $0.09 0.09 0.09 0.09 $ 0.09 0.09 0.09 0.09 As of March 5, 2013, we had 1,282 shareholders of record. STOCK PERFORMANCE GRAPH The following graph compares the cumulative 5-year total return of our common stock with the cumulative total returns of both a peer group and a broad market index. For the year ended December 31, 2012, we compare our stock performance to the S&P Small Cap 600 Paper Products index comprised of us, Buckeye Technologies Inc., Clearwater Paper Corp., Kapstone Paper & Packaging Corp., Neenah Paper Inc., Schweitzer-Mauduit International and Wausau Paper Corp. In addition, the chart includes a comparison to the Russell 2000, which we believe is an appropriate benchmark index for stocks such as ours. The following graph assumes that the value of the investment in our common stock, in each index, and the peer group (including reinvestment of dividends) was $100 on December 31, 2007 and charts it through December 31, 2012. $250 $200 $150 $100 $50 $0 12 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Glatfelter Russell 2000 S&P SmallCap 600 Paper Products Index ITEM 6 SELECTED FINANCIAL DATA As of or for the year ended December 31 Dollars in thousands, except per share Net sales Energy and related sales, net 2012 2011 2010 (3) 2009 (5) 2008 $1,577,788 7,000 $1,603,154 9,344 $1,455,331 10,653 $1,184,010 13,332 $1,263,850 9,364 Total revenue 1,584,788 1,612,498 1,465,984 1,197,342 1,273,214 Reversal of (charges for) shutdown and restructuring Gains on dispositions of plant, equipment and timberlands, net Net income Earnings per share Basic Diluted Total assets Total debt Shareholders’ equity – – – – 856 $ $ 9,815 59,379(1) 1.39 1.36 $ $ 3,950 42,694(2) $ 453 898 54,434(4) $ 123,442 $ 0.94 0.93 $ 1.19 1.17 2.70 2.70 $ $ 18,468 57,888 1.28 1.27 $1,242,985 250,000 539,679 $1,136,925 227,000 490,404 $1,341,747 333,022 552,442 $1,190,294 254,583 510,704 $1,057,309 313,285 342,707 Cash dividends declared per common share Depreciation, depletion and amortization Capital expenditures Shares outstanding Net tons sold Number of employees 0.36 69,500 58,752 42,784 969,833 4,258 0.36 69,313 64,491 42,650 960,915 4,274 0.36 65,839 36,491 45,976 927,853 4,337 0.36 61,256 26,257 45,706 818,905 3,546 0.36 60,611 52,469 45,434 829,354 3,633 (1) During 2012, we recorded after-tax charges totaling $4.8 million related to the write-off of unamortized deferred issuance costs and the early redemption premium in connection with the refinancing of $200 million of bonds. In addition, net income includes a $4.0 million benefit from the conversion of alternative fuel mixture credits for cellulosic biofuel production credits. (2) During 2011, we recorded after-tax charges totaling $6.1 million related to the write-off of unamortized deferred issuance costs and original issue discount and the redemption premium in connection with the early redemption of $100 million of bonds. (3) The information set forth above for 2010 includes the financial information for Concert Industries Corp. prospectively from the February 12, 2010 acquisition date. (4) During 2010, net income included a $23.2 million tax benefit from cellulosic biofuel production credits. (5) During 2009, we recognized $107.8 million of alternative fuel mixture credits, all of which were recorded as a reduction to cost of products sold. Glatfelter 2012 Form 10-K 13 ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-K are forward looking. We use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, non-cash pension expense, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements: variations in demand for our products including the impact of any unplanned market-related downtime, or variations in product pricing; viii. ix. x. xi. cost and other effects of environmental compliance, cleanup, damages, remediation or restoration, or personal injury or property damages related thereto, such as the costs of natural resource restoration or damages related to the presence of polychlorinated biphenyls (“PCBs”) in the lower Fox River on which our former Neenah mill was located; risks associated with our international operations, including local economic and political environments and fluctuations in currency exchange rates; geopolitical events, including war and terrorism; disruptions in production and/or increased costs due to labor disputes; xii. the impact of unfavorable outcomes of audits by various state, federal or international tax authorities; xiii. enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or regulation; xiv. adverse results in litigation in the Fox River matter; xv. xvi. xvii. our ability to finance, consummate and integrate acquisitions; the cost, and successful design and construction, of the Composite Fibers capacity expansion project; and the incurrence of unforeseen costs associated with the repair of equipment and clean-up of the Scäer facility, our ability to supply this facility’s customers, and the coverage provided by insurance. changes in the cost or availability of raw materials we use, in particular pulpwood, pulp, pulp substitutes, caustic soda, and abaca fiber; Introduction We manufacture a wide array of specialty papers and fiber-based engineered materials. We manage our company along three business units: changes in energy-related costs and commodity raw materials with an energy component; our ability to develop new, high value-added products; the impact of exposure to volatile market-based pricing for sales of excess electricity; the impact of competition, both domestic and international, changes in industry production capacity, including the construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or productivity increases; the gain or loss of significant customers and/or on- going viability of such customers; (cid:129) Specialty Papers with revenue from the sale of carbonless papers and forms, book publishing, envelope & converting papers, and fiber-based engineered products; (cid:129) Composite Fibers with revenue from the sale of single-serve coffee and tea filtration papers, metallized papers, composite laminates used for decorative furniture and flooring applications, and other technical specialty papers; and (cid:129) Advanced Airlaid Materials with revenue from the sale of airlaid non-woven fabric-like materials used in feminine hygiene products, adult incontinence products, cleaning pads, wipes, food pads, napkins, tablecloths, and baby wipes. i. ii. iii. iv. v. vi. vii. 14 Overview For the year ended December 31, 2012, net income was $59.4 million, or $1.36 per diluted share, compared with net income of $42.7 million, or $0.93 per diluted share, in 2011. The amounts reported for 2012 include after-tax charges totaling $4.8 million incurred in connection with the refinancing of $200 million fixed-rate bonds for a new $250 million fixed-rate issuance, as well as a $4.0 million benefit from the conversion of alternative fuel mixture credits for cellulosic biofuel production credits. Results for 2011 include after-tax charges totaling $7.5 million for costs incurred to redeem $100 million of fixed- rate bonds, acquisition and integration expenses and work force efficiency actions. Reported results for both years included after-tax gains of $5.4 million and $4.2 million in 2012 and 2011, respectively, from the sales of timberlands and, in 2011, the release of tax reserves related to prior timberland sales. Unfavorable foreign currency translations affected the comparison of reported results for 2012 with 2011 by $5.7 million. From an operating perspective, our businesses performed well during 2012 compared with 2011, evidenced by a $9.9 million, or 8.9%, increase in business unit operating income led by strong improvements from Specialty Papers and Advanced Airlaid Materials. Composite Fibers’ results were unfavorable in the comparison by $4.7 million. Specialty Papers’ operating income totaled $67.3 million and $57.3 million for 2012 and 2011, respectively. Volumes shipped increased in the comparison to 2011 and this unit’s profitability was further favorably impacted by higher selling prices and slightly lower input costs partially offset by higher spending for maintenance and other costs. Our Composite Fibers business unit’s operating income decreased to $36.1 million from $40.8 million in 2011. Volumes shipped decreased 3.2% compared to 2011 reflecting generally softer economic conditions in its market segments. Unfavorable foreign currency translations affected this unit’s operating income by $3.2 million. Advanced Airlaid Materials’ operating income increased $4.6 million, or 34.3%, largely reflecting lower input costs and an increase in shipping volumes. Unfavorable foreign currency translations affected this unit’s operating income by $3.0 million. During 2012, we generated significant operating cash flow of $112.8 million, and although lower than 2011, this was largely due to the year over year impact of receiving cash in 2011 compared with a net outflow of cash in 2012 related to cellulosic biofuel production and alternative fuel mixture credits. RESULTS OF OPERATIONS 2012 versus 2011 The following table sets forth summarized consolidated results of operations: Year Ended December 31 In thousands, except per share 2012 2011 Net sales Gross profit Operating income Net income Earnings per diluted share $1,577,788 213,649 101,874 59,379 1.36 $1,603,154 206,193 85,272 42,694 0.93 The consolidated results of operations for 2012 and 2011 include the following items not considered to be part of our core business operations: In thousands, except per share 2012 Early redemption of $200 million bonds Conversion of alternative fuel mixture/ Cellulosic biofuel credits Timberland sales and related transaction costs 2011 Early redemption of $100 million bonds Charge for workforce efficiencies Acquisition and integration costs Timberland sales and related After-tax Gain (loss) Diluted EPS $(4,784) $(0.11) 4,020 5,388 $ (6,065) (652) (792) 0.09 0.12 (0.13) (0.01) (0.02) transaction costs 4,160 0.09 During 2012, the aggregate effect of the unusual items set forth above increased earnings by $4.6 million, or $0.10 per diluted share. In 2011, the items set forth above decreased earnings by $3.3 million, or $0.07 per diluted share. Business Units Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services or are included in “Other and Unallocated” in the Business Unit Performance table. Glatfelter 2012 Form 10-K 15 Total revenue Cost of products sold Gross profit (loss) SG&A Gains on dispositions of plant, equipment and timberlands, net Total operating income (loss) Non-operating expense Income (loss) before income taxes Supplementary Data Net tons sold (thousands) Depreciation, depletion and amortization Capital expenditures Management evaluates results of operations of the business units before pension expense, alternative fuel mixture credits, debt redemption costs, restructuring related charges, certain corporate level costs, and the effects of certain asset dispositions. Management believes that this is a more meaningful representation of the operating performance of its core businesses, the profitability of business units and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors. Business Unit Performance Year ended December 31 In millions Specialty Papers Composite Fibers Advanced Airlaid Materials Other and Unallocated Total 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 Net sales Energy and related sales, net $894.8 7.0 $875.1 9.3 $436.7 – $476.0 – $246.3 – $252.0 – $ $ – – 901.8 779.5 122.3 55.0 – 67.3 – 884.4 775.7 108.7 51.4 – 57.3 – 436.7 362.6 74.2 38.1 – 36.1 – 476.0 395.7 80.3 39.5 – 40.8 – 246.3 218.7 27.6 9.6 – 18.0 – 252.0 227.7 24.3 10.9 – 13.4 – – 10.3 (10.4) 18.9 (9.8) (19.5) (22.9) – – – 7.2 (7.2) 23.0 (4.0) (26.2) (34.4) $1,577.8 7.0 1,584.8 1,371.1 213.6 121.6 $1,603.2 9.3 1,612.5 1,406.3 206.2 124.9 (9.8) 101.9 (22.9) (4.0) 85.3 (34.4) $ 67.3 $ 57.3 $ 36.1 $ 40.8 $ 18.0 $ 13.4 $(42.4) $(60.7) $ 78.9 $ 50.8 789.2 779.6 90.3 93.3 90.3 88.0 – $ 37.4 23.1 $ 36.0 31.4 $ 23.5 31.4 $ 24.8 22.5 $ 8.7 3.9 $ 8.5 10.6 $ – 0.3 – – – 969.8 960.9 $ 69.5 58.8 $ 69.3 64.5 The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding. Sales and Costs of Products Sold In thousands Net sales Energy and related sales – net Total revenues Costs of products sold Gross profit Gross profit as a Year ended December 31 2011 2012 Change $1,577,788 $1,603,154 $(25,366) 7,000 1,584,788 1,371,139 9,344 1,612,498 1,406,305 (2,344) (27,710) (35,166) $ 213,649 $ 206,193 $ 7,456 percent of Net sales 13.5% 12.9% The following table sets forth the contribution to consolidated net sales by each business unit: Percent of Total Business Unit Specialty Papers Composite Fibers Advanced Airlaid Material Total Year ended December 31 2012 2011 56.7% 27.7 15.6 54.6% 29.7 15.7 100.0% 100.0% 16 Net sales for 2012 decreased $25.4 million, or 1.6%, in the comparison to 2011 and totaled $1,577.8 million. The translation of foreign currencies unfavorably impacted net sales by $35.8 million more than offsetting a $3.5 million benefit from higher selling prices. Shipping volumes were up slightly as higher shipping volumes in both Specialty Papers and Advanced Airlaid Materials were offset by softer demand in Composite Fibers related to the weak European economy. In the Specialty Papers business unit, net sales for 2012 increased $19.7 million, or 2.3%, to $894.8 million. The increase was primarily due to a $6.5 million benefit from higher selling prices and a 1.2% increase in shipping volumes. Specialty Papers’ operating income in 2012 of $67.3 million was $10.0 million higher than 2011 reflecting the benefits from higher selling prices and shipping volumes, and a $5.7 million benefit from lower raw material costs. These factors were partially offset by higher maintenance and other cost inflation as well as $2.3 million of lower energy and related sales. We sell excess power generated by the Spring Grove, PA facility. In addition, two of our facilities are registered generators of renewable energy credits (“RECs”). The following table summarizes this activity for 2012 and 2011: In thousands Energy sales Costs to produce Net Renewable energy credits Year ended December 31 2012 2011 $ 5,284 (4,187) $10,992 (9,319) 1,097 5,903 1,673 7,671 Change $(5,708) 5,132 (576) (1,768) Total $ 7,000 $ 9,344 $(2,344) RECs represent sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste. We sell RECs into an emerging and somewhat illiquid market. The extent and value of future revenues from REC sales is dependent on many factors outside of management’s control. Therefore, we may not be able to generate consistent amounts of sales of RECs in future periods. In Composite Fibers, net sales were $436.7 million, a decrease of $39.3 million, or 8.3%, primarily due to the translation of foreign currencies which unfavorably impacted the comparison by $24.4 million. Average selling prices were essentially unchanged and total shipping volumes were lower in the comparison by 3.2%. Composite Fibers’ operating income in 2012 totaled $36.1 million, a $4.7 million decrease compared to 2011 primarily due to lower shipping volumes and a $3.2 million unfavorable effect from foreign currency translation. On October 14, 2012, a fire was sustained by our Scäer, France facility, one of several facilities within the Composite Fibers business unit. The fire damaged the electrical system primarily servicing one of two papermaking machines at the facility as well as certain mill infrastructure. All customer orders were fulfilled by shipping products on hand or by utilizing assets at the business unit’s other facilities. The total cost of the fire in 2012 was $3.9 million which was offset by expected insurance recoveries, net of deductibles, of which $0.8 million was received in 2012 and the remainder is expected to be received in 2013. In Advanced Airlaid Materials, net sales declined $5.7 million in the comparison of 2012 to 2011. The decline in net sales was due to the $11.5 million negative effect of foreign currency translation and a $2.7 million impact of lower selling prices. These factors were partially offset by the benefit from a 2.6% increase in shipping volumes. Operating income in this business unit increased $4.6 million in 2012 compared to 2011 led by a $8.3 million benefit from lower raw material and energy costs in addition to continuous improvement initiatives including supply chain efficiencies, waste reduction and improved throughput, and benefits from a new festooner. The translation of foreign currencies negatively impacted operating income by $3.0 million. Pension Expense The following table summarizes the amounts of pension expense recognized for 2012 compared to 2011: In thousands 2012 2011 Change Year ended December 31 Recorded as: Costs of products sold SG&A expense Total $ 9,148 2,467 $11,615 $ 6,735 3,645 $10,380 $ 2,413 (1,178) $ 1,235 The amount set forth above for pension expense recorded as selling, general and administrative (“SG&A”) expense in 2011 includes a $2.0 million one-time pension settlement charge recorded in connection with the retirement of our former Chief Executive Officer. The amount of pension expense recognized each year is dependent on various actuarial assumptions and certain other factors, including discount rates and the fair value of our pension assets. Pension expense in 2013 is expected to Glatfelter 2012 Form 10-K 17 be approximately $15.7 million due to lower discount rates and the amortization of actuarial losses. Gain on Sales of Plant, Equipment and Timberlands, net During the years ended December 31, 2012 and 2011, we completed the following sales of assets: Dollars in thousands Acres Proceeds Gain 2012 Timberlands Other Total 2011 Timberlands Other Total 4,830 n/a $ 9,494 778 $9,203 612 $10,272 $9,815 942 n/a $ 3,821 670 $ 3,590 360 $ 4,491 $ 3,950 In connection with each of the asset sales set forth above, we received cash proceeds. Other and Unallocated The amount of net operating expenses not allocated to a business unit and reported as “Other and Unallocated” in our table of Business Unit Performance, excluding gains from sales of plant, equipment and timberlands, totaled $29.3 million in 2012 compared with $30.2 million in 2011. The amount reported for 2011 includes the $2.0 million one-time pension settlement charge discussed earlier. Excluding the one-time pension charge, net operating expenses not allocated to a business unit increased $1.1 million primarily due to higher professional services fees and other cost inflation. Non-operating income (expense) as presented in the Business Unit Performance table includes $18.7 million of interest expense for 2012 and $31.8 million for 2011. In connection with debt refinancing or redemption initiatives, the reported amounts include $1.9 million and $5.9 million in 2012 and 2011, respectively, related to the write-off of unamortized issuance costs and original issue discount. Excluding these write-offs, interest expense declined to $16.8 million in 2012 compared to $25.9 million in 2011, primarily reflecting the 2011 redemption of $100 million of 7.125% notes. Income taxes In 2012, income tax expense totaled $19.6 million on pre-tax income of $78.9 million. The comparable amounts in 2011 were $8.2 million and $50.8 million, respectively. Tax expense in 2011 includes a net $5.2 million income tax benefit realized in connection with the resolution of certain foreign tax audits, and expiration of statutes of limitation, partially offset by an increase in the valuation allowance on certain net operating loss carryforwards. 18 In January 2013, the U.S. President signed legislation that retroactively extended the federal research and development tax credit for two years, from January 1, 2012 through December 31, 2013. As a result we expect that our income tax provision for the first quarter of 2013 will include a tax benefit of $1.2 million related to 2012 research and development credits. Foreign Currency We own and operate manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. The functional currency in Canada is the U.S. dollar, in Germany and France the Euro, in the UK it is the British Pound Sterling, and in the Philippines it is the Peso. During 2012, Euro functional currency operations generated approximately 25.3% of net sales and 24.2% of operating expenses and British Pound Sterling operations represented 7.5% of net sales and 7.6% of operating expenses. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates. The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results: In thousands Net sales Costs of products sold SG&A expenses Income taxes and other Net income Year ended December 31, 2012 Favorable (unfavorable) $(35,818) 26,828 2,813 514 $ (5,663) The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in 2012 were the same as 2011. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi- currency markets. 2011 versus 2010 The following table sets forth summarized consolidated results of operations: Year Ended December 31 In thousands, except per share 2011 2010 Net sales Gross profit Operating income Net income Earnings per diluted share $1,603,154 206,193 85,272 42,694 0.93 $1,455,331 186,247 64,589 54,434 1.17 The consolidated results of operations for 2011 and During 2011, the aggregate effect of the unusual items set forth above decreased earnings by $3.3 million, or $0.07 per diluted share. In 2010, the items set forth above increased earnings by $13.5 million, or $0.28 per diluted share in 2010. 2010 include the following items not considered to be part of our core business operations: In thousands, except per share 2011 Early redemption of $100 million bonds Charge for workforce efficiencies Acquisition and integration costs Timberland sales and related transaction costs 2010 Cellulosic biofuel/alternative fuel mixture credits Acquisition and integration costs Foreign currency hedge on acquisition price Timberland sales and related transaction costs Business Unit Performance After-tax Gain (loss) Diluted EPS $ (6,065) (652) (792) $(0.13) (0.01) (0.02) 4,160 0.09 $23,184 (9,073) $ 0.50 (0.20) (1,673) (0.04) 1,063 0.02 In millions Specialty Papers Composite Fibers Year ended December 31 Advanced Airlaid Materials Other and Unallocated Total 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 Net sales Energy and related sales, net $875.1 9.3 $842.6 10.7 $476.0 – $419.2 – $252.0 – $193.5 – $ Total revenue Cost of products sold Gross profit SG&A Gains on dispositions of plant, equipment and timberlands Total operating income (loss) Non-operating expense Income (loss) before income 884.4 775.7 108.7 51.4 – 57.3 – 853.3 740.2 113.1 54.7 – 58.4 – 476.0 395.7 80.3 39.5 – 40.8 – 419.2 350.5 68.7 35.8 – 32.9 – 252.0 227.7 24.3 10.9 – 13.4 – 193.5 181.7 11.8 7.4 – 4.4 – – – – 7.2 (7.2) 23.0 (4.0) (26.2) (34.4) $ – – – 7.4 (7.4) 24.3 (0.5) (31.2) (31.1) $1,603.2 9.3 1,612.5 1,406.3 206.2 124.9 $1,455.3 10.7 1,466.0 1,279.7 186.2 122.1 (4.0) 85.3 (34.4) (0.5) 64.6 (31.1) taxes $ 57.3 $ 58.4 $ 40.8 $ 32.9 $ 13.4 $ 4.4 $(60.7) $(62.3) $ 50.8 $ 33.5 Supplementary Data Net tons sold (thousands) Depreciation, depletion and amortization Capital expenditures 779.6 764.7 93.3 90.4 88.0 72.8 $ 36.0 31.4 $ 34.9 24.1 $ 24.8 22.5 $ 23.7 8.2 $ 8.5 10.6 $ 7.2 4.2 $ – – – – – – $ 960.9 927.9 $ 69.3 64.5 $ 65.8 36.5 The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding. Sales and Costs of Products Sold The following table sets forth the contribution to consolidated net sales by each business unit: Year ended December 31 2011 2010 Change In thousands Net sales Energy and related sales – net $1,603,154 $1,455,331 $147,823 Percent of Total 9,344 10,653 (1,309) Total revenues Costs of products sold 1,612,498 1,406,305 1,465,984 1,279,737 146,514 126,568 Gross profit $ 206,193 $ 186,247 $ 19,946 Total Gross profit as a percent of Net sales 12.9% 12.8% Business Unit Specialty Papers Composite Fibers Advanced Airlaid Materials Percent of total 2010 2011 54.6% 29.7 15.7 57.9% 28.8 13.3 100.0% 100.0% Glatfelter 2012 Form 10-K 19 Composite Fibers’ operating profit increased $7.9 million, or 24.0%, in the year over year comparison. The improved performance was driven by higher selling prices as well as improved operating rates, efficiency gains related to continuous improvement initiatives and the impact of an improved mix of products sold. The combination of these factors more than offset the $10.0 million negative impact of higher input costs, primarily related to woodpulp, synthetic fibers and energy. Foreign currency translation unfavorably impacted operating income by $0.5 million. In Advanced Airlaid Materials, net sales were $252.0 million, an increase of $58.5 million, due to including a full period’s results in 2011, higher selling prices and improved demand. The results for 2010 were included prospectively from the February 12, 2010 acquisition date. Higher selling prices benefited the comparison by $12.3 million but were offset by $12.1 million of higher input costs. Operating income increased $9.0 million primarily due to higher volumes shipped, increased selling prices, improved operating efficiencies and a benefit in the comparison of a non-recurring $1.4 million charge in 2010 to cost of products sold for the write up of acquired inventory to fair value. Foreign currency translation unfavorably impacted operating income by $0.4 million. Pension Expense The following table summarizes the amounts of pension expense recognized for 2011 compared to 2010: Year ended December 31 In thousands 2011 2010 Change Recorded as: Costs of products sold SG&A expense Total $ 6,735 3,645 $10,380 $7,056 2,185 $9,241 $ (321) 1,460 $1,139 The amount set forth above for pension expense recorded as selling, general and administrative (“SG&A”) expense in 2011 includes a $2.0 million one-time pension settlement charge recorded in connection with the retirement of our former Chief Executive Officer. The amount of pension expense recognized each year is dependent on various actuarial assumptions and certain other factors, including discount rates and the fair value of our pension assets as of the beginning of the year. Net sales for 2011 were $1,603.2 million, a 10.2% increase compared with $1,455.3 million for 2010, reflecting stronger business activity in the our Composite Fibers and Advanced Airlaid Materials business units together with more favorable selling prices in all businesses. Advanced Airlaid Materials business unit is included for a full year in 2011 compared with only prospectively from the February 12, 2010 acquisition date in the prior year amounts. In the Specialty Papers business unit, net sales for 2011 increased $32.5 million, or 3.9%, to $875.1 million. The increase was primarily due to a $27.3 million benefit from higher selling prices and a 2.0% increase in volumes shipped. Specialty Papers’ operating profit for 2011 declined by $1.1 million compared with 2010 primarily due to pressure on margins as higher input costs of $28.4 million offset benefits of higher selling prices. Net energy revenue declined in the comparison of 2011 to 2010 by $1.3 million. We sell excess power generated by the Spring Grove, PA facility. In addition, two of our facilities are registered generators of renewable energy credits (“RECs”). The following table summarizes this activity for 2011 and 2010: In thousands Energy sales Costs to produce Net Renewable energy credits Total Year ended December 31 2011 $10,992 (9,319) 1,673 7,671 2010 $ 14,296 (10,403) 3,893 6,760 Change $(3,304) 1,084 (2,220) 911 $ 9,344 $ 10,653 $(1,309) RECs represent sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste. We sell RECs into an emerging and somewhat illiquid market. The extent and value of future revenues from REC sales is dependent on many factors outside of management’s control. Therefore, we may not be able to generate consistent amounts of sales of RECs in future periods. In Composite Fibers, net sales for 2011 were $476.0 million, an increase of $56.8 million, or 13.5%, from 2010. The improvement primarily reflects growth in food & beverage market segment, particularly single-serve coffee products. Volumes shipped increased 3.3%, and on a constant currency basis, average selling prices benefitted the comparison by $13.0 million, and the translation of foreign currencies favorably affected net sales by approximately $17.0 million. 20 Gain on Sales of Plant, Equipment and Timberlands, net During the years ended December 31, 2011 and 2010, we completed the following sales of assets: Dollars in thousands Acres Proceeds Gain 2011 Timberlands Other Total 2010 Timberlands Other Total 942 n/a 164 n/a $3,821 670 $3,590 360 $4,491 $3,950 $ 387 177 $ 373 80 $ 564 $ 453 In connection with each of the asset sales set forth above, we received cash proceeds. Other and Unallocated The amount of net operating expenses not allocated to a business unit and reported as “Other and Unallocated” in our table of Business Unit Performance, excluding gains from sales of plant, equipment and timberlands, totaled $30.2 million in 2011 compared with $31.7 million in 2010. Non-operating income (expense) includes $31.8 million of interest expense for 2011 and $25.5 million for 2010. For 2011, the amount includes $5.9 million related to the write-off of unamortized issuance costs and original issue discount in connection with the early redemption of $100 million of bonds. Non-operating income (expense) for 2011 also includes a $3.6 million redemption premium incurred in connection with the bond retirement discussed above. In 2010, other non operating expense, net totaled $6.3 million and represented a $3.4 million loss on a series of forward foreign currency contracts to hedge the Concert acquisition’s Canadian dollar purchase price. In addition, in connection with purchase accounting for the Concert transaction, we recorded a $2.5 million reserve for tax risks, inclusive of accrued interest, existing at the time of the acquisition and at the same time recorded a $2.5 million receivable from the seller due to an indemnification agreement. During the fourth quarter, a tax ruling was issued that eliminated this tax risk and as a result we recognized an expense of $2.5 million which is presented under the caption “Other–net” in the accompanying consolidated statements of income to eliminate the receivable from the seller. We also recognized a $2.5 million tax benefit for this same item to eliminate the tax reserve previously established resulting in no net impact to earnings during 2010. Income taxes In 2011, income tax expense totaled $8.2 million on pre-tax income of $50.8 million. Tax expense in 2011 includes a net $5.2 million income tax benefit realized in connection with the resolution of certain foreign tax audits, and expiration of statutes of limitation, partially offset by an increase in the valuation allowance on certain net operating loss carryforwards. For 2010, we recorded income tax benefits of $20.9 million on $33.5 million of pretax income. The benefit in 2010 was due to $23.2 million of cellulosic biofuel credits, net, recorded as an income tax benefit in 2010 as discussed further below. We also recorded the $2.5 million tax benefit discussed above, as well as a $6.4 million adjustment to reduce tax liabilities resulting from the expiration of statutes of limitations on uncertain tax positions and other factors. Foreign Currency In 2011, we owned and operated manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. The functional currency in Canada is the U.S. dollar, in Germany and France the Euro, in the UK it is the British Pound Sterling, and in the Philippines it is the Peso. During 2011, Euro functional currency operations generated approximately 28.7% of our sales and 27.2% of operating expenses and British Pound Sterling operations represented 7.6% of net sales and 7.4% of operating expenses. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates. The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results: In thousands Net sales Costs of products sold SG&A expenses Income taxes and other Net income Year Ended December 31, 2011 Favorable (unfavorable) $ 23,625 (22,380) (2,117) (352) $ (1,224) The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in 2011 were the same as 2010. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi- currency markets. Glatfelter 2012 Form 10-K 21 LIQUIDITY AND CAPITAL RESOURCES Our business is capital intensive and requires significant expenditures for new or enhanced equipment, to support our research and development efforts, for environmental compliance matters including, but not limited to, the Clean Air Act, and to support our business strategy. In addition, we have mandatory debt service requirements of both principal and interest. The following table summarizes cash flow information for each of the years presented: In thousands Cash and cash equivalents at beginning of period Cash provided (used) by Operating activities Investing activities Financing activities Effect of exchange rate changes on cash Net cash provided (used) Cash and cash equivalents at end of Year ended December 31 2012 2011 $ 38,277 $ 95,788 112,846 (48,705) (5,489) 140,307 (16,830) (180,140) 750 (848) 59,402 (57,511) period $ 97,679 $ 38,277 At the end of the 2012, we had $97.7 million in cash and cash equivalents and $344.8 million available under our revolving credit agreement, which matures in November 2016. Operating cash flow declined in the year-over-year comparison by $27.5 million primarily due to the use of $6.7 million of cash in 2012, net of credits related to the conversion of alternative fuel mixture credits for cellulosic biofuel production credits. Comparatively, in 2011, we received $17.8 million of cellulosic biofuel credits. Net cash used by investing activities increased $31.9 million in comparison of 2012 to 2011, largely due to the $43.2 million cash received in 2011 from proceeds under a timberland installment note receivable. Capital expenditures totaled $58.8 million in 2012 compared with $64.5 million in 2011 and are expected to approximate $90 million to $100 million in 2013, including $33.5 million to complete the $50 million investment to expand capacity to serve Composite Fibers’ growth markets. Net cash used by financing activities totaled $5.5 million in 2012 and $180.1 million in 2011, primarily reflecting the net effects of debt repayments or refinancing and common share repurchases. In 2012, as discussed below, we issued $250.0 million of 5.375% bonds and used the proceeds to repay all amounts outstanding under our revolving credit agreement and to redeem $200.0 million of 7.125% notes together with a redemption premium and consent fee of $5.1 million. In 2011, we 22 redeemed $100.0 million of 7.125% bonds and paid an early redemption premium of $3.6 million, and repaid a $36.7 million term loan in connection with the collection of the installment note discussed above. The following table sets forth our outstanding long- term indebtedness: In thousands Revolving credit facility, due Nov. 2016 5.375% Notes, due Nov 2020 7.125% Notes, due May 2016 Total long-term debt December 31 2012 2011 $ – 250,000 – 250,000 $ 27,000 – 200,000 227,000 Less current portion – – Long-term debt, net of current portion $250,000 $227,000 Our revolving credit facility contains a number of customary compliance covenants. In addition, the 5.375% Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding under the credit agreement at maturity, or a default under the credit agreement, that accelerates the debt outstanding thereunder. As of December 31, 2012, we met all of the requirements of our debt covenants. The significant terms of the debt instruments are more fully discussed in Item 8 – Financial Statements – Note 15. On October 3, 2012, we completed an offering of $250.0 million aggregate principal amount of 5.375% Senior Notes due 2020. The net proceeds from this offering totaled approximately $245.1 million, after deducting the commissions and other fees and expenses relating to the offering. Cash used for common share repurchases totaled $5.7 million in 2012, and $48.0 million in 2011. The amount for 2012 includes $1.2 million under a $50 million program authorized in 2011. In May 2012, our Board of Directors authorized a second share repurchase program for up to $25.0 million, exclusive of commissions, of our outstanding common stock. The following table summarizes share repurchases made under this program through December 31, 2012: Authorized amount Repurchases Remaining authorization shares (thousands) n/a 291,120 $25,000 (4,462) $20,538 During 2012 and 2011, cash dividends paid on common stock totaled $15.6 million and $16.6 million, respectively. The decline was due to the impact of our share repurchase programs. Our Board of Directors determines what, if any, dividends will be paid to our shareholders. Dividend payment decisions are based upon then-existing factors and conditions and, therefore, historical trends of dividend payments are not necessarily indicative of future payments. We are subject to various federal, state and local laws and regulations intended to protect the environment as well as human health and safety. At various times, we have incurred significant costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change. As a result of new air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT), we anticipate that we could incur material capital and operating costs. For example, on December 20, 2012, the Administrator of the U. S. Environmental Protection Agency signed new rules which could require process modifications and/or installation of air pollution controls on power boilers at two of our facilities. We are currently reviewing these rules to understand the effect they may have on our operations, such as reducing or curtailing boiler usage or modifying the types of boilers operated or fuel consumed. The cost of compliance is likely to be significant. Our current estimates to implement viable options could result in additional capital spending of approximately $45 million. The amount ultimately incurred may be less depending on our successful implementation of appropriate available options. In addition, the timing of any additional capital spending is uncertain, although we currently expect to incur the expenditures generally in 2015 and 2016. Enactment of new environmental laws or regulations or changes in existing laws or regulations could significantly change our estimates. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment resulting from our operations, including the restoration of natural resources and liability for personal injury and for damages to property and natural resources. See Item 8 – Financial Statements and Supplementary Data – Note 21 for a summary of significant environmental matters. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, and our existing credit facilities. However, an unfavorable outcome of various environmental matters could have a material adverse impact on our consolidated financial position, liquidity and/ or results of operations. Off-Balance-Sheet Arrangements As of December 31, 2012 and 2011, we had not entered into any off-balance-sheet arrangements. Financial derivative instruments to which we are a party and guarantees of indebtedness, which solely consist of obligations of subsidiaries and a partnership, are reflected in the condensed consolidated balance sheets included herein in Item 8 – Financial Statements and Supplementary Data. Contractual Obligations The following table sets forth contractual obligations as of December 31, 2012: In millions Long-term debt(1) Operating leases(2) Purchase obligations(3) Other long term obligations(4),(5) Total Payments Due During the Year Ended December 31, 2013 $ 13 5 134 9 $161 2014 to 2015 2016 to 2017 2018 and beyond $ 27 6 68 17 $118 $27 4 2 14 $47 $290 6 0 36 $332 Total $357 21 204 76 $658 (1) (2) (3) (4) (5) Represents principal and interest payments due on long-term debt, the significant terms of which are discussed in Item 8 – Financial Statements, Note 15, “Long-term Debt.” Represents rental agreements for various land, buildings, vehicles, and computer and office equipment. Represents open purchase order commitments and other obligations, primarily for raw material forward purchases and pulpwood contracts with minimum annual purchase obligations. In certain situations, prices are subject to variations based on market prices. In such situations, the information above is based on prices in effect at December 31, 2012 or expectations based on historical experience and/or current market conditions. Primarily represents expected benefits to be paid pursuant to retirement medical plans and nonqualified pension plans over the next ten years and expected costs of asset retirement obligations. Since we are unable to reasonably estimate the timing of ultimate payment, the amounts set forth above do not include any payments that may be made related to uncertain tax positions, including potential interest, accounted for in accordance with ASC 740-10-20. As discussed in more detail in Item 8 – Financial Statements, Note 7, “Income Taxes”, such amounts totaled $30.4 million at December 31, 2012. Glatfelter 2012 Form 10-K 23 Critical Accounting Policies and Estimates The preceding discussion and analysis of our consolidated financial position and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, pension and post-retirement obligations, environmental liabilities and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following represent the most significant and subjective estimates used in the preparation of our consolidated financial statements. Long-lived Assets We evaluate the recoverability of our long-lived assets, including plant, equipment, timberlands, goodwill and other intangible assets periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Our evaluations include considerations of a variety of qualitative factors and, if warranted, analyses based on the cash flows generated by the underlying assets, profitability information, including estimated future operating results, trends or other determinants of fair value. If the value of an asset determined by these evaluations is less than its carrying amount, a loss is recognized for the difference between the fair value and the carrying value of the asset. Future adverse changes in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the assets, thereby possibly requiring an impairment charge in the future. Pension and Other Post-Retirement Obligations Accounting for defined-benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets and future compensation growth rates. Accounting for our retiree medical plans, and any curtailments thereof, also requires various assumptions, which include, but are not limited to, discount rates and annual rates of increase in the per capita costs of health care benefits. 24 The following chart summarizes the more significant assumption used in the actuarial valuation of our defined- benefit plans for each of the past three years: Pension plans Weighted average discount rate Expected long-term rate of return on plan assets Rate of compensation increase Post-retirement medical Weighted average discount rate Health care cost trend rate assumed for next year Ultimate cost trend rate Year that the ultimate cost trend rate is 2012 2011 2010 4.28% 5.09% 5.80% 8.50 4.00 8.50 4.00 8.50 4.00 3.58 4.45 5.10 7.68 4.50 7.90 4.50 8.10 4.50 reached 2028 2028 2021 We evaluate these assumptions at least once each year or as facts and circumstances dictate and we make changes as conditions warrant. Changes to these assumptions will increase or decrease our reported net periodic benefit expense, which will result in changes to the recorded benefit plan assets and liabilities. Environmental Liabilities We maintain accruals for losses associated with environmental obligations when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such undiscounted liabilities are exclusive of any insurance or other claims against third parties. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt. Income Taxes We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our balance sheets, as well as operating loss and tax credit carry forwards. These deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against our deferred tax assets, which may result in a substantial increase in our effective tax rate and a material adverse impact on our reported results. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. We and our subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current liability and deferred taxes in the period in which the facts that give rise to a revision become known. Other significant accounting policies, not involving the same level of uncertainties as those discussed above, are nevertheless important to an understanding of the Consolidated Financial Statements. Refer to Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements for additional accounting policies. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Dollars in thousands Long-term debt Average principal outstanding At fixed interest rates – Bond 2013 Year Ended December 31 2015 2014 2016 At December 31, 2012 2017 Carrying Value Fair Value $250,000 $250,000 $250,000 $250,000 $250,000 $250,000 $260,340 At variable interest rates – – – – – – – $250,000 $260,340 Weighted-average interest rate On fixed rate debt – Bond On variable rate debt 5.375% – 5.375% – 5.375% – 5.375% – 5.375% – The table above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of December 31, 2012. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities. Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At December 31, 2012, we had long-term debt outstanding of $250.0 million, all of which was at fixed rates. As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge foreign currency risks associated with forecasted transactions – “cash flow hedges”; or ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency hedges.” For a more complete discussion of this activity, refer to Item 8 – Financial Statements and Supplementary Data – Note 18. We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. dollar. During 2012, Euro functional currency operations generated approximately 25.3% of net sales and 24.2% of operating expenses and British Pound Sterling operations represented 7.5% of net sales and 7.6% of operating expenses. Glatfelter 2012 Form 10-K 25 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of P. H. Glatfelter Company (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the chief executive and chief financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. As of December 31, 2012, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has determined that the Company’s internal control over financial reporting as of December 31, 2012, is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management; and 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 our financial statements. The Company’s internal control over financial reporting as of December 31, 2012, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. The Company’s management, including the chief executive officer and chief financial officer, does not expect that our internal control over financial reporting will prevent or detect all errors and all frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. 26 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of P. H. Glatfelter Company We have audited the internal control over financial reporting of P.H. Glatfelter Company and subsidiaries (the “Company”) as December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and 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 by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the 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, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2012 of the Company and our report dated March 7, 2013 expressed an unqualified opinion on those financial statements and financial statement schedule. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania March 7, 2013 Glatfelter 2012 Form 10-K 27 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of P. H. Glatfelter Company We have audited the accompanying consolidated balance sheets of P.H. Glatfelter Company and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 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, such consolidated financial statements present fairly, in all material respects, the financial position of P. H. Glatfelter Company and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 7, 2013 expressed an unqualified opinion on the Company’s internal control over financial reporting. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania March 7, 2013 28 P. H. GLATFELTER COMPANY and SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME In thousands, except per share Net sales Energy and related sales, net Total revenues Costs of products sold Gross profit Selling, general and administrative expenses Gains on dispositions of plant, equipment and timberlands, net Operating income Non-operating income (expense) Interest expense Interest income Other, net Total other income (expense) Income before income taxes Income tax provision (benefit) Net income Earnings per share Basic Diluted Weighted average shares outstanding Basic Diluted Year ended December 31 2012 2011 2010 $1,577,788 $1,603,154 9,344 7,000 $1,455,331 10,653 1,584,788 1,371,139 1,612,498 1,406,305 1,465,984 1,279,737 213,649 121,590 (9,815) 101,874 (18,694) 460 (4,699) (22,933) 78,941 19,562 206,193 124,871 (3,950) 85,272 (31,794) 666 (3,299) (34,427) 50,845 8,151 186,247 122,111 (453) 64,589 (25,547) 808 (6,321) (31,060) 33,529 (20,905) 59,379 $ 42,694 $ 54,434 1.39 $ 1.36 $ 0.94 0.93 1.19 1.17 42,851 43,672 45,228 45,794 45,922 46,374 $ $ The accompanying notes are an integral part of these consolidated financial statements. Glatfelter 2012 Form 10-K 29 P. H. GLATFELTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME In thousands Net income Foreign currency translation adjustments Net change in: Deferred gains (losses) on cash flow hedges, net of taxes of $638, $(464) and $0, respectively Unrecognized retirement obligations, net of taxes of $3,914, $22,672, and $(9,905), respectively Other comprehensive income (loss) Comprehensive income (loss) Year ended December 31 2011 2010 2012 $59,379 $ 42,694 (10,160) 11,358 $ 54,434 (17,227) (1,609) 1,185 – (6,974) (36,519) 15,865 2,775 (45,494) (1,362) $62,154 $ (2,800) $ 53,072 The accompanying notes are an integral part of these consolidated financial statements. 30 P. H. GLATFELTER COMPANY and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS In thousands Cash and cash equivalents Accounts receivable (less allowance for doubtful accounts: Assets 2012 – $2,858; 2011 – $2,861) Inventories Prepaid expenses and other current assets Total current assets Plant, equipment and timberlands, net Other assets Total assets Liabilities and Shareholders’ Equity Accounts payable Dividends payable Environmental liabilities Other current liabilities Total current liabilities Long-term debt Deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies Shareholders’ equity Common stock, $0.01 par value; authorized – 120,000,000 shares; issued – 54,361,980 shares (including shares in treasury: 2012 – 11,578,028; 2011 – 11,711,536) Capital in excess of par value Retained earnings Accumulated other comprehensive loss Less cost of common stock in treasury Total shareholders’ equity Total liabilities and shareholders’ equity December 31 2012 2011 $ 97,679 $ 38,277 139,904 222,366 58,909 518,858 621,186 102,941 135,412 206,707 42,017 422,413 601,950 112,562 $1,242,985 $1,136,925 $ 133,389 3,905 125 113,489 $ 109,490 3,902 250 97,598 250,908 250,000 62,046 140,352 703,306 211,240 227,000 69,791 138,490 646,521 – – 544 52,492 819,593 (163,966) 708,663 544 51,477 775,825 (166,741) 661,105 (168,984) (170,701) 539,679 490,404 $1,242,985 $1,136,925 The accompanying notes are an integral part of these consolidated financial statements. Glatfelter 2012 Form 10-K 31 P.H. GLATFELTER COMPANY and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Operating activities Net income Adjustments to reconcile to net cash provided by operations: Depreciation, depletion and amortization Amortization of debt issue costs and original issue discount Pension expense, net of unfunded benefits paid Deferred income tax provision (benefit) Gains on dispositions of plant, equipment and timberlands, net Share-based compensation Change in operating assets and liabilities Accounts receivable Inventories Prepaid and other current assets Accounts payable Environmental matters Accruals and other current liabilities Cellulosic biofuel and alternative fuel mixture credits Other Net cash provided by operating activities Investing activities Expenditures for purchases of plant, equipment and timberlands Proceeds from disposals of plant, equipment and timberlands, net Proceeds from timberland installment sale note receivable Acquisitions, net of cash acquired Other Net cash used by investing activities Financing activities Proceeds from note offerings Repayments of note offerings Net borrowings under (repayments of) revolving credit facility Payments of note offering costs Repayment of term loans Net repayments of other short term debt Repurchases of common stock Payments of dividends Proceeds from stock options exercised and other Net cash (used) provided by financing activities Effect of exchange rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period Supplemental cash flow information Cash paid (received) for: Interest, net of amounts capitalized Income taxes, net Year ended December 31 2011 2012 2010 $ 59,379 $ 42,694 $ 54,434 69,500 3,177 10,427 (2,209) (9,815) 6,520 (3,379) (12,615) (14,952) 6,953 (151) 15,134 (6,728) (8,395) 112,846 (58,752) 10,272 – – (225) (48,705) 69,313 8,838 2,127 333 (3,950) 5,762 3,771 (7,280) 2,115 13,606 (57) (2,516) 17,833 (12,282) 140,307 (64,491) 4,491 43,170 – – (16,830) 250,000 (205,131) (27,000) (4,748) – – (5,675) (15,608) 2,673 (5,489) 750 59,402 38,277 $ 97,679 – (103,563) 27,000 (1,672) (36,695) (798) (48,033) (16,611) 232 (180,140) (848) (57,511) 95,788 $ 38,277 65,839 2,758 8,637 (16,815) (453) 5,767 (598) (7,592) (13,318) 21,064 (29) (1,490) 54,880 (5,079) 168,005 (36,491) 564 – (228,290) – (264,217) 95,000 – – (5,340) (14,000) (3,208) – (16,746) 3,975 59,681 (3,101) (39,632) 135,420 $ 95,788 $ 14,400 44,657 $ 24,191 (8,344) $ 23,193 (40,265) The accompanying notes are an integral part of these consolidated financial statements. 32 P. H. GLATFELTER COMPANY and SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the Years Ended December 31, 2012, 2011 and 2010 Accumulated Other Comprehensive Loss Capital in Excess of Par Value Common Stock Retained Earnings Treasury Stock Total Shareholders’ Equity $ 544 $ 46,746 $ 711,765 54,434 $ (119,885) $ (128,466) $ 510,704 54,434 (1,362) (1,362) In thousands Balance at January 1, 2010 Net income Other comprehensive loss Comprehensive income Tax effect on employee stock options exercised Cash dividends declared ($0.36 per share) Share-based compensation expense Delivery of treasury shares RSUs 401 (k) plans Director compensation Employee stock options exercised – net (16,746) (50) 3,962 (2,152) (318) (16) (27) 53,072 (50) (16,746) 3,962 (490) 1,642 163 185 1,662 1,960 179 212 Balance at December 31, 2010 544 48,145 749,453 (121,247) (124,453) 552,442 Net income Other comprehensive income Comprehensive loss Tax effect on employee stock options exercised Cash dividends declared ($0.36 per share) Share-based compensation expense Repurchase of common shares Delivery of treasury shares RSUs 401 (k) plans Director compensation Employee stock options exercised – net 42,694 (45,494) (16,322) 42,694 (45,494) (2,800) 90 (16,322) 3,633 (48,904) – 1,967 164 134 (48,904) 215 2,108 177 156 90 3,633 (215) (141) (13) (22) Balance at December 31, 2011 544 51,477 775,825 (166,741) (170,701) 490,404 Net income Other comprehensive income Comprehensive income Tax effect on employee stock options exercised Cash dividends declared ($0.36 per share) Share-based compensation expense Repurchase of common shares Delivery of treasury shares RSUs 401 (k) plans Employee stock options exercised – net 59,379 2,775 (15,611) 631 3,970 (1,433) 234 (2,387) 59,379 2,775 62,154 631 (15,611) 3,970 (5,675) (337) 2,446 1,697 (5,675) 1,096 2,212 4,084 Balance at December 31, 2012 $544 $52,492 $819,593 $(163,966) $(168,984) $539,679 The accompanying notes are an integral part of the consolidated financial statements. Glatfelter 2012 Form 10-K 33 P. H. GLATFELTER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION P. H. Glatfelter Company and subsidiaries (“Glatfelter”) is a manufacturer of specialty papers and fiber-based engineered materials. Headquartered in York, Pennsylvania, our manufacturing facilities are located in Spring Grove, Pennsylvania; Chillicothe and Freemont, Ohio; Gatineau, Quebec, Canada; Lydney, England; Caerphilly, Wales; Gernsbach and Falkenhagen, Germany; Scaër, France; and the Philippines. Our products are marketed worldwide, either through wholesale paper merchants, brokers and agents, or directly to customers. 2. ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Glatfelter and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates and assumptions used in the preparation of these consolidated financial statements are reasonable, based upon currently available facts and known circumstances, but recognizes that actual results may differ from those estimates and assumptions. Cash and Cash Equivalents We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. Inventories Inventories are stated at the lower of cost or market. Raw materials, in-process and finished inventories of our U.S. manufacturing operations are valued using the last-in, first-out (LIFO) method, and the supplies inventories are valued principally using the average-cost method. Inventories at our foreign operations are valued using the average cost method. Plant, Equipment and Timberlands For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. 34 The range of estimated service lives used to calculate financial reporting depreciation for principal items of plant and equipment are as follows: Buildings Machinery and equipment Other 10 – 45 Years 7 – 35 Years 4 – 40 Years Maintenance and Repairs Maintenance and repairs costs are charged to income and major renewals and betterments are capitalized. At the time property is retired or sold, the net carrying value is eliminated and any resultant gain or loss is included in income. Valuation of Long-lived Assets, Intangible Assets and Goodwill We evaluate long-lived assets for impairment when a specific event indicates that the carrying value of an asset may not be recoverable. Recoverability is assessed based on estimates of future cash flows expected to result from the use and eventual disposition of the asset. If the sum of expected undiscounted cash flows is less than the carrying value of the asset, the asset’s fair value is estimated and an impairment loss is recognized for any deficiencies. Goodwill is reviewed, on a discounted cash flow basis, during the third quarter of each year for impairment or more frequently if impairment indicators are present. Impairment losses, if any, are recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The carrying value of a reporting unit is defined using an enterprise premise which is generally determined by the difference between the unit’s assets and operating liabilities. Asset Retirement Obligations In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 410, Asset Retirement and Environmental Obligations, we accrue asset retirement obligations in the period in which obligations relating to future asset retirements are incurred and when a reasonable estimate of fair value can be determined. Under these standards, costs are to be accrued at estimated fair value, and a related long-lived asset is capitalized. Over time, the liability is accreted to its settlement value and the capitalized cost is depreciated over the useful life of the related asset for which the obligation exists. Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. Income Taxes Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with FASB ASC 740 Income Taxes (“ASC 740”). Under ASC 740, tax expense includes U.S. and international income taxes plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be permanently invested. Tax credits and other incentives reduce tax expense in the year the credits are claimed. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported in deferred income taxes. Deferred tax assets are recognized if it is more likely than not that the assets will be realized in future years. We establish a valuation allowance for deferred tax assets for which realization is not more likely than not. Income tax contingencies are accounted for in accordance with FASB ASC 740-10-20 Income Taxes. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. We and our subsidiaries are examined by various Federal, State, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and record any necessary adjustments in the period in which the facts that give rise to a revision become known. Treasury Stock Common stock purchased for treasury is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on the weighted-average cost basis. Foreign Currency Translation Foreign currency translation gains and losses and the effect of exchange rate changes on transactions designated as hedges of net foreign investments are included as a component of other comprehensive income (loss). Transaction gains and losses are included in income in the period in which they occur. Revenue Recognition We recognize revenue on product sales when the customer takes title and assumes the risks and rewards of ownership. Estimated costs for sales incentives, discounts and sales returns and allowances are recorded as sales deductions in the period in which the related revenue is recognized. Revenue from energy sales is recognized when electricity is delivered to the customer. Certain costs associated with the production of electricity, such as fuel, labor, depreciation and maintenance are netted against energy sales for presentation on the Consolidated Statements of Income. Our fixed-price contract to sell electricity generated in excess of our own use expired March 31, 2010. Subsequent to the expiration, we now sell excess power at market-rates. Revenue from renewable energy credits is recorded under the caption “Energy and related sales” in the Consolidated Statements of Income and is recognized when all risks, rights and rewards to the certificate are transferred to the counterparty. Environmental Liabilities Accruals for losses associated with environmental obligations are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. Costs related to environmental remediation are charged to expense. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such undiscounted liabilities are exclusive of any insurance or other claims against third parties. Environmental costs are capitalized if the costs extend the life of the asset, increase its capacity and/or mitigate or prevent contamination from future operations. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the respective periods. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method. Financial Derivatives and Hedging Activities We use financial derivatives to manage exposure to changes in foreign currencies. In accordance with FASB ASC 815 Derivatives and Hedging (“ASC 815”), we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Glatfelter 2012 Form 10-K 35 Cash Flow Hedges The effective portion of the Recently Issued Accounting Pronouncements gain or loss on those derivative instruments designated and qualifying as a hedge of the exposure to variability in expected future cash flows related to forecasted transactions is deferred and reported as a component of accumulated other comprehensive income (loss). Deferred gains or losses are reclassified to our results of operations at the time the hedged forecasted transaction is recorded in our results of operations. The effectiveness of cash flow hedges is assessed at inception and quarterly thereafter. If the instrument becomes ineffective or it becomes probable that the originally – forecasted transaction will not occur, the related change in fair value of the derivative instrument is also reclassified from accumulated other comprehensive income (loss) and recognized in earnings. Fair Value of Financial Instruments Under the accounting for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income.” This ASU is designed to improve the comparability and transparency of other comprehensive income components. The guidance provides an option to present total comprehensive income, the components of net income and the components of other comprehensive income in a single continuous statement or two separate but consecutive statements. This ASU eliminates the option to present other comprehensive income components as part of the statement of changes in shareholders’ equity. We have adopted this standard by presenting a separate consecutive statement of comprehensive income. In February 2013, the FASB issued ASU 2013-02 – ”Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income” which will require new disclosures about items reclassified out of accumulated other comprehensive income. The new standard is required to be adopted in fiscal years, and interim periods within those years, beginning after December 15, 2012. This standard is not expected to have a material impact on us. In September 2011, the FASB updated FASB ASC 350, Intangibles – Goodwill and Other to provide an entity the option, when evaluating goodwill and other assets for possible impairment, to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing this assessment, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. We adopted this standard in the third quarter of 2012 and it did not have a material impact on us. This update became effective for us beginning January 1, 2012. 3. ACQUISITIONS Level 3 – Inputs that are both significant to the fair value On February 12, 2010, we completed the acquisition measurement and unobservable. 36 of all the issued and outstanding stock of Concert Industries Corp. (“Concert”), a manufacturer of highly absorbent cellulose based airlaid non-woven materials, for cash totaling $231.1 million based on the currency exchange rates on the closing date, and net of post-closing working capital adjustments. Concert had operations located in Gatineau, Quebec, Canada and Falkenhagen, Brandenburg, Germany. The following summarizes the final purchase price allocation: In thousands Assets Cash Accounts receivable Inventory Prepaid and other current assets Plant, equipment and timberlands Intangible assets Deferred tax assets and other assets Total Liabilities Accounts payable and accrued expenses Deferred tax liabilities Other long term liabilities Total Total purchase price $ 2,792 24,120 28,034 4,625 186,354 5,040 14,908 265,873 25,933 5,336 3,522 34,791 $231,082 For purposes of allocating the total purchase price, assets acquired and liabilities assumed are recorded at their estimated fair market value. The allocation set forth above is based on management’s estimate of the fair value using valuation techniques such as discounted cash flow models, appraisals and similar methodologies. The amount allocated to intangible assets represents the estimated value of customer sales contracts and relationships. Deferred tax assets reflect the estimated value of future tax deductions acquired in the transaction. Our results of operations for 2010 include the results of Concert prospectively from the February 12, 2010 date of acquisition. All such results are reported herein as the Advanced Airlaid Materials business unit, a new reportable segment. Revenue and operating income of this operation included in our consolidated statements of income totaled $246.3 million and $18.0 million, respectively, in 2012, $252.0 million and $13.4 million, respectively, in 2011 and $193.5 million and $4.4 million, respectively, in 2010. The unaudited pro forma results for 2010 include the amortization associated with the acquired intangible assets and interest expense associated with debt used to fund the acquisition, as well as fair value adjustments for plant, equipment and timberlands. To better reflect the combined operating results, material non-recurring charges directly attributable to the acquisition have been excluded. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved. In thousands, except per share Pro forma Net sales Net income Diluted earnings per share Year ended December 31 2010 $1,480,980 69,116 1.49 4. ENERGY AND RELATED SALES, NET We sell excess power generated by the Spring Grove, PA facility. Prior to the March 31, 2010 expiration of a long-term contract, all sales were at a fixed price. Subsequently, we sell excess power at prevailing market rates. We also sell renewable energy credits generated by the Spring Grove, PA and Chillicothe, OH facilities representing sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste. The following table summarizes this activity for each of the past three years: In thousands Energy sales Costs to produce 2012 2011 2010 $ 5,284 (4,187) $10,992 (9,319) $ 14,296 (10,403) Net energy sales Renewable energy credits 1,097 5,903 1,673 7,671 3,893 6,760 Total energy and related sales, net $ 7,000 $ 9,344 $ 10,653 Glatfelter 2012 Form 10-K 37 5. GAIN ON DISPOSITIONS OF PLANT, EQUIPMENT AND TIMBERLANDS The provision/(benefit) for income taxes from operations consisted of the following: During 2012, 2011 and 2010, we completed the following sales of assets: Dollars in thousands 2012 Timberlands Other Total 2011 Timberlands Other Total 2010 Timberlands Other Acres Proceeds Gain 4,830 n/a $ 9,494 778 $9,203 612 $10,272 $9,815 942 n/a $ 3,821 670 $ 3,590 360 $ 4,491 $ 3,950 164 n/a $ $ 387 177 564 $ 373 80 $ 453 6. EARNINGS PER SHARE The following table sets forth the details of basic and diluted earnings per share (EPS): In thousands, except per share Year ended Decmber 31, 2012 2011 2010 Net income $59,379 $42,694 $54,434 Weighted average common shares outstanding used in basic EPS Common shares issuable upon exercise of dilutive stock options and PSAs / RSUs Weighted average common shares outstanding and common share equivalents used in diluted EPS Earnings per share Basic Diluted 42,851 45,228 45,922 821 566 452 43,672 45,794 46,374 $ 1.39 1.36 $ 0.94 $ 0.93 1.19 1.17 The following table sets forth the potential common shares outstanding for stock options and restricted stock units that were not included in the computation of diluted EPS for the period indicated, because their effect would be anti-dilutive: in thousands Year ended Decmber 31, 2010 2011 2012 Potential common shares 8 891 1,405 7. INCOME TAXES Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The effects of income taxes are measured based on enacted tax laws and rates. 38 In thousands Current taxes Federal State Foreign Deferred taxes and other Federal State Foreign Year Ended December 31 2011 2010 2012 $ 8,869 3,386 9,516 21,771 $ 6,943 (1,762) 2,637 $ (8,238) (392) 4,540 7,818 (4,090) (5,456) (920) 4,167 (2,209) (3,908) (286) 4,527 (17,530) (131) 846 333 (16,815) Income tax provision/(benefit) $19,562 $ 8,151 $(20,905) The amounts set forth above for total deferred taxes and other included a deferred tax benefit of $2.3 million, $1.5 million and $17.6 million in 2012, 2011 and 2010, respectively. Other taxes totaled an expense of $0.1 million, $1.8 million, and $0.8 million in 2012, 2011 and 2010, respectively, associated with the deferred tax impact of uncertain tax positions. The following are the domestic and foreign components of pretax income from operations: In thousands United States Foreign Year Ended December 31 2011 2012 2010 $24,525 54,416 $ (991) 51,836 $ 2,384 31,145 Total pretax income $78,941 $50,845 $33,529 A reconciliation between the income tax provision, computed by applying the statutory federal income tax rate of 35% to income before income taxes, and the actual income tax provision/(benefit) is as follows: Federal income tax provision at statutory rate State income taxes, net of federal income tax benefit Foreign income tax rate differential Change in statutory tax rates Tax credits Change in unrecognized tax benefits, Year Ended December 31 2010 2011 2012 35.0% 35.0% 35.0% 1.3 (3.9) (0.8) (0.5) 0.7 (6.8) 0.9 (2.0) 1.4 (4.9) 1.5 (7.8) net 0.4 (11.6) (12.4) Cellulosic biofuel credit, net of incremental state tax and manufacturing deduction benefit Adjustment for prior year estimates Valuation allowance Other (6.1) – – (0.6) – – 3.2 (3.4) (69.3) (6.8) – 1.0 Provision/(benefit) for income taxes 24.8% 16.0% (62.3)% The sources of deferred income taxes were as follows At December 31, 2012 and 2011, unremitted earnings at December 31: In thousands Reserves Compensation Post-retirement benefits Property Pension Inventories Other Tax carryforwards Subtotal Valuation allowance Total 2012 2011 Current Asset (Liability) Non current Asset (Liability) Current Asset (Liability) Non current Asset (Liability) $ 6,871 3,332 $ 8,095 5,034 $ 5,908 $ 10,595 5,064 3,481 1,285 – 508 1,447 204 5,218 22,642 (92,144) (14,681) – 975 43,409 1,325 – 342 125 (246) 3,313 18,467 (96,798) (18,190) – 1,985 47,294 18,865 (26,670) 14,248 (31,583) (3,233) (27,266) (1,586) (25,946) $15,632 $(53,936) $12,662 $(57,529) Current and non-current deferred tax assets and liabilities are included in the following balance sheet captions: In thousands Prepaid expenses and other current assets Other long term assets Other current liabilities Deferred income taxes December 31 2012 $16,319 8,110 687 62,046 2011 $12,662 12,262 – 69,791 At December 31, 2012 we had state and foreign tax net operating loss (“NOL”) carryforwards of $68.7 million and $247.9 million, respectively. These NOL carryforwards are available to offset future taxable income, if any. The state NOL carryforwards expire between 2014 and 2031; certain foreign NOL carryforwards expire between 2013 and 2032. In addition, we had federal foreign tax credit carryforwards of $0.3 million, which expire in 2013, various state tax credit carryforwards totaling $0.4 million, which expire between 2014 and 2027, and foreign investment tax credits of $3.8 million which expire between 2019 and 2032. We have established a valuation allowance of $30.5 million against the net deferred tax assets, primarily due to the uncertainty regarding the ability to utilize state and foreign tax NOL carryforwards and certain deferred foreign tax credits. Tax credits and other incentives reduce tax expense in the year the credits are claimed. We recorded tax credits of $0.4 million, $1.0 million and $2.6 million in 2012, 2011 and 2010, respectively, related to research and development credits and the fuels tax credits. of subsidiaries outside the United States deemed to be permanently reinvested totaled $236.3 million and $197.4 million, respectively. Because the unremitted earnings of subsidiaries are deemed to be permanently reinvested as of December 31, 2012 and because we have no need for or plans to repatriate such earnings, no deferred tax liability has been recognized in our consolidated financial statements. The determination of additional taxes that have not been provided is not practicable. In March 2010, our application to be registered as a cellulosic biofuel producer was approved by the Internal Revenue Service. The U.S. Internal Revenue Code provides a non refundable tax credit equal to $1.01 per gallon for taxpayers that produce cellulosic biofuel. In a memorandum issued in July 2010, the Internal Revenue Service issued guidance concluding that black liquor sold or used before January 1, 2010, qualifies for the cellulosic biofuel producer credit (“CBPC”) and no further certification of eligibility was needed. In connection with the filing of our 2009 income tax return, we claimed $23.2 million, net of taxes, of CBPC. The CBPC claimed is attributable to black liquor produced and burned from January 1, 2009 through February 19, 2009, after which we began mixing black liquor and diesel fuel to qualify for alternative fuel mixture credits. In 2012, we made the decision to convert a portion of the previously utilized refundable alternative fuel mixture credit, which was equal to $0.50 per gallon, to the non refundable CBPC. The conversion to the CBPC resulted in a net benefit for income taxes in 2012 of $4.0 million. During 2012, we amended our 2009 federal income tax return to claim the credit and this required us to return to the Internal Revenue Service $14.1 million, net of credits used to reduce estimated tax payments. We believe the credits are fully recognizable based on the Company’s projections and economic analysis performed. Our ability to convert additional credits expires March 15, 2013. As of December 31, 2012, 2011 and 2010, we had $30.4 million, $29.7 million and $38.7 million of gross unrecognized tax benefits, respectively. As of December 31, 2012, if such benefits were to be recognized, approximately $30.4 million would be recorded as a component of income tax expense, thereby affecting our effective tax rate. Glatfelter 2012 Form 10-K 39 A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: decrease within the next twelve months by a range of zero to $17.9 million. Substantially all of this range relates to tax positions taken in the U.S., the U.K. and in Germany. In millions Balance at January 1 Increases in tax positions for prior years Decreases in tax positions for prior years Acquisition related: Purchase Accounting Decrease for prior years(1) Increases in tax positions for current year Settlements Lapse in statutes of limitation 2012 $29.7 1.4 2011 2010 $38.7 $40.1 1.6 0. 8 (1.0) (7.5) (1.8) – – 1.9 (0.4) (1.2) – – 1.1 (0.1) (3.3) 3.2 (2.2) 1.9 – (4.1) Balance at December 31 $30.4 $29.7 $38.7 (1) in connection with acquisition accounting for the Concert transaction, we recorded a $2.2 million reserve for an uncertain tax position and at the same time recorded a receivable from the seller due to an indemnification agreement. Prior to the end of 2010, a tax ruling was issued that eliminated this tax risk resulting in the elimination of both items. We, or one of our subsidiaries, file income tax returns with the United States Internal Revenue Service, as well as various state and foreign authorities. The following table summarizes tax years that remain subject to examination by major jurisdiction: Jurisdiction United States Federal State Canada (1) Germany (1) France United Kingdom Philippines Open Tax Years Examinations not yet initiated Examination in progress 2009 – 2012 2008 – 2012 2010 – 2012 2007, 2010 – 2012 2010 – 2012 2009 – 2012 2011 – 2012 N/A 2004, 2006, 2008, 2009 2007 – 2011 2008 – 2010 N/A N/A 2010 (1) includes provincial or similar local jurisdictions, as applicable. The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis and accrues amounts for uncertain tax positions. Based on these reviews and the result of discussions and resolutions of matters with certain tax authorities and the closure of tax years subject to tax audit, reserves are adjusted as necessary. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are determined or resolved or as such statutes are closed. Due to potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible our gross unrecognized tax benefits balance may 40 We recognize interest and penalties related to uncertain tax positions as income tax expense. We recorded a benefit of $0.3 million during 2012, and in total, as of December 31, 2012, had recognized a liability for interest of $1.4 million. During 2011, we recorded a benefit of $2.1 million, and in total, as of December 31, 2011 had recognized a liability for interest of $1.7 million. During 2010, we accrued minimal interest expense and had recognized a liability for interest of $3.8 million at December 31, 2010. We did not record any penalties associated with uncertain tax positions during 2012, 2011 or 2010. 8. STOCK-BASED COMPENSATION On April 29, 2009, our shareholders approved the P. H. Glatfelter Amended and Restated Long Term Incentive Plan (the “LTIP”) authorizing, among other things, the issuance of up to 5,500,000 shares of Glatfelter common stock to eligible participants. The LTIP provides for the issuance of restricted stock units, restricted stock awards, non-qualified stock options, performance shares, incentive stock options and performance units. As of December 31, 2012, there were 1,708,079 shares of common stock available for future issuance under the LTIP. Since the approval of the LTIP, we have issued to eligible participants restricted stock units, performance share awards and stock only stock appreciation rights (“SOSARs”). Restricted Stock Units (“RSUs”) and Performance Share Awards (“PSAs”) Awards of RSUs and PSAs are made under our LTIP. The vesting of RSUs is based solely on the passage of time, generally on a graded scale over a three, four, and five-year period. PSAs were first issued in March 2011 to members of senior management and cliff vest December 31, 2013, assuming the achievement of predetermined, three-year cumulative performance targets. The performance measures include a minimum, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance. For both RSUs and PSAs, the grant date fair value of the awards, which is equal to the closing price per common share on the date of the award, is used to determine the amount of expense to be recognized over the applicable service period. Settlement of RSUs and PSAs will be made in shares of our common stock. The following table summarizes RSU and PSA activity during the past three years: Units Balance January 1, Granted Forfeited Shares delivered 2012 2011 2010 788,088 209,021 (52,800) (96,630) 579,801 251,031 (28,254) (14,490) 564,037 203,889 (37,368) (150,757) Balance December 31, 847,679 788,088 579,801 Dollars in thousands Compensation expense $2,576 $2,069 $1,708 The amount granted in 2012 and 2011 includes 161,083 and 98,187 PSAs, respectively, exclusive of reinvested dividends. The weighted average grant fair value per unit for awards in 2012, 2011 and 2010 was $15.49, $12.47, and $13.24, respectively. As of December 31, 2012, unrecognized compensation expense for outstanding RSUs and PSAs totaled $4.0 million. The weighted average remaining period over which the expense will be recognized is 2.2 years. Stock Only Stock Appreciation Rights The following table sets forth information related to outstanding SOSARS: SOSARS Outstanding at January 1, Granted Exercised Canceled / forfeited Outstanding at December 31, Exercisable at December 31, Vested and expected to vest SOSAR Grants 2012 2011 2010 Wtd Avg Exercise Price $12.35 15.58 12.06 14.31 12.93 12.30 Shares 2,298,288 364,114 (500,074) (40,874) 2,121,454 1,469,537 2,055,599 Wtd Avg Exercise Price $12.28 12.56 – 11.82 12.35 12.45 Shares 2,061,877 345,290 – (108,879) 2,298,288 1,554,852 2,076,341 Wtd Avg Exercise Price $11.84 13.77 – 11.81 12.28 12.78 Shares 1,762,020 470,520 – (170,663) 2,061,877 1,135,281 2,059,524 Weighted average grant date fair value per share Aggregate grant date fair value (in thousands) Black-Scholes assumptions Dividend yield Risk free rate of return Volatility Expected life Compensation expense (in thousands) $ $ $ 4.94 1,797 2.31% 1.02% 41.48% 6 yrs 1,448 Under terms of the SOSAR, the recipients received the right to receive a payment in the form of shares of common stock equal to the difference, if any, in the fair market value of one share of common stock at the time of exercising the SOSAR and the exercise price. The SOSARs vest ratably over a three year period. As of December 31, 2012, the intrinsic value of SOSARs vested and expected to vest totaled $9.4 million. The remaining weighted average contractual life of outstanding SOSARs was 6.7 years as of December 31, 2012. Our LTIP also permits the issuance of nonqualified stock options; however, we have not issued any options since 2004. As of December 31, 2012, 22,500 stock options were outstanding with a weighted average exercise price of $11.29 per share. All options expire on $ $ $ 4.09 1,412 2.87% 2.55% 41.91% 6 yrs 1,564 $ $ $ 4.65 2,179 2.61% 2.48% 42.34% 6 yrs 2,254 the earlier of termination or, in some instances, a defined period subsequent to termination of employment, or ten years from the date of grant. The exercise price represents the quoted market price of Glatfelter common stock on the date of grant, or the average quoted market prices of Glatfelter common stock on the first day before and after the date of grant for which quoted market price information was available if such information was not available on the date of grant. As of December 31, 2012, the intrinsic value of outstanding stock options totaled $0.1 million. Glatfelter 2012 Form 10-K 41 9. RETIREMENT PLANS AND OTHER POST- RETIREMENT BENEFITS Amounts recognized in the consolidated balance sheets consist of the following as of December 31: We provide non-contributory retirement benefits under both funded and unfunded plans to all U.S. employees and to certain non-U.S. employees. U.S. benefits are based on either a final average pay formula or a cash balance formula for salaried employees, and on a unit-benefit formula for bargained hourly employees. Non- U.S. benefits are based, in the case of certain plans, on average salary and years of service and, in the case of other plans, on a fixed amount for each year of service. U.S. plan provisions and funding meet the requirements of the Employee Retirement Income Security Act of 1974. We use a December 31-measurement date for all of our defined benefit plans. We also provide certain health care benefits to eligible U.S.-based retired employees and exclude all salaried employees hired after January 1, 2008. These benefits include a comprehensive medical plan for retirees prior to age 65 and fixed supplemental premium payments to certain retirees over age 65 to help defray the costs of Medicare. Claims are paid as reported. Pension Benefits Other Benefits In millions 2012 2011 2012 Other long-term assets Current liabilities Other long-term liabilities $ 53.7 (2.0) (34.4) $ 59.8 (1.8) (30.0) $ – (4.2) (58.8) 2011 $ – (3.4) (48.1) Net amount recognized $ 17.3 $ 28.0 $(63.0) $(51.5) The components of amounts recognized as “Accumulated other comprehensive income” consist of the following on a pre-tax basis: In millions Prior service cost/(credit) Net actuarial loss Pension Benefits Other Benefits 2012 2011 2012 2011 $ 17.9 237.6 $ 14.9 234.0 $ (1.9) 12.6 ($2.8) 9.2 The accumulated benefit obligation for all defined benefit pension plans was $507.4 million and $451.7 million at December 31, 2012 and 2011, respectively. The weighted-average assumptions used in computing the benefit obligations above were as follows: Pension Benefits 2011 2012 Other Benefits 2011 2012 Pension Benefits 2011 2012 Other Benefits 2012 2011 Discount rate – benefit obligation Future compensation growth rate 4.28% 5.09% 3.58% 4.45% 4.00 4.00 – – The discount rates set forth above were estimated based on the modeling of expected cash flows for each of our benefit plans and selecting a portfolio of high-quality debt instruments with maturities matching the respective cash flows of each plan. The resulting discount rates ranged from 3.50% to 4.51% for pension plans and ranged from 3.02% to 3.69% for other benefit plans. Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows: In millions Projected benefit obligation Accumulated benefit obligation Fair value of plan assets 2012 $36.4 32.0 – 2011 $31.8 27.9 – In millions Change in Benefit Obligation Balance at beginning of year Service cost Interest cost Plan amendments Participant contributions Actuarial (gain)/loss Benefits paid $470.2 11.3 23.0 5.5 – 46.7 (28.3) $434.3 10.3 24.2 2.0 – 33.8 (34.4) $ 56.8 2.8 2.4 – 1.4 4.2 (4.6) $ 58.5 2.9 2.8 – 1.7 (4.4) (4.7) Balance at end of year $528.4 $470.2 $ 63.0 $ 56.8 Change in Plan Assets Fair value of plan assets at beginning of year Actual (loss) return on plan assets Total contributions Benefits paid Intra plan transfers Fair value of plan assets at end of $498.2 68.1 1.8 (28.3) 5.9 $526.4 (2.6) 8.8 (34.4) – $ 5.3 0.6 4.6 (4.6) (5.9) $ 6.2 – 3.8 (4.7) – year 545.7 498.2 – 5.3 Funded status at end of year $ 17.3 $ 28.0 $(63.0) $(51.5) The amount set forth for intra plan transfers represents assets contributed to the pension plan from a post-retirement medical plan sub-account previously established pursuant to Section 420 of the Internal Revenue Code. Benefits due under the post-retirement medical plan continue to be paid for by us. 42 Net periodic benefit cost (income) includes the following components: In millions Pension Benefits Service cost Interest cost Expected return on plan assets Amortization of prior service cost Amortization of actuarial loss One-time settlement charge Year Ended December 31 2012 2011 2010 $ 11.3 23.0 (42.2) 2.5 17.0 – $ 10.3 24.2 (42.0) 2.6 13.3 2.0 $ 9.5 23.9 (40.3) 2.5 13.6 – Total net periodic benefit cost $ 11.6 $ 10.4 $ 9.2 The weighted-average assumptions used in computing the net periodic benefit (income) cost information above were as follows: Year Ended December 31 2012 2011 2010 Pension Benefits 5.09% Discount rate – benefit expense Future compensation growth rate 4.00 Expected long-term rate of return on plan assets 8.50 Other Benefits Discount rate – benefit expense Expected long-term rate of return on plan assets 8.50 4.45% 5.81% 6.10% 4.00 8.50 4.00 8.50 5.12% 5.90% 8.50 8.50 Other Benefits Service cost Interest cost Expected return on plan assets Amortization of prior service cost/(credit) Amortization of actuarial loss $ 2.8 2.4 (0.5) (0.9) 0.7 $ 2.9 2.8 (0.5) (1.2) 0.9 $ 2.9 3.4 (0.5) (1.2) 1.5 To develop the expected long-term rate of return assumption, we considered the historical returns and the future expected returns for each asset class, as well as the target asset allocation of the pension portfolio. Total net periodic benefit cost $ 4.5 $ 4.9 $ 6.1 In connection with the December 31, 2010 retirement of our former chief executive officer and the lump-sum distribution in July 2011 of accrued pension benefits due to him, we recorded a $2.0 million one-time pension settlement charge in 2011. The prior service cost and actuarial net (gain) loss for our defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into our results of operations as a component of net periodic benefit cost over the next fiscal year are $3.1 million and $21.3 million, respectively. The comparable amounts of expected amortization for other benefit plans are a credit of $0.5 million and expense of $0.8 million, respectively. Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: In millions Pension Benefits Actuarial loss Prior service cost Amortization of prior service cost Amortization of actuarial losses Total recognized in other comprehensive loss Total recognized in net periodic benefit cost and other Year Ended December 31 2012 2011 $ 20.6 5.5 (2.5) (17.0) 6.6 $ 76.5 2.1 (2.6) (13.3) 62.7 comprehensive loss $ 18.2 $ 73.1 Other Benefits Actuarial (gain) loss Amortization of prior service cost Amortization of actuarial losses $ 4.0 0.9 (0.7) Total recognized in other comprehensive (income) loss 4.2 $ (3.8) 1.2 (0.9) (3.5) Total recognized in net periodic benefit cost and other comprehensive loss $ 8.7 $ 1.4 Assumed health care cost trend rates used to determine benefit obligations at December 31 were as follows: Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) Year that the rate reaches the ultimate rate 2012 2011 7.68% 7.90% 4.50 2028 4.50 2028 Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effects: In millions Effect on: One Percentage Point Increase Decrease Post-retirement benefit obligation Total of service and interest cost components $4.9 0.6 $4.4 0.5 Plan Assets All pension plan assets in the U.S. are invested through a single master trust fund. The strategic asset allocation for this trust fund is selected by management, reflecting the results of comprehensive asset and liability modeling. The general principles guiding U.S. pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 (ERISA). These principles include discharging our investment responsibilities for the exclusive benefit of plan participants and in accordance with the “prudent expert” standard and other ERISA rules and regulations. We establish strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Investments and decisions will be made solely in the interest of the Plan’s participants and beneficiaries, and for Glatfelter 2012 Form 10-K 43 the exclusive purpose of providing benefits accrued thereunder. The primary goal of the Plan is to ensure the solvency of the Plan over time and thereby meet its distribution objectives. Plan assets will be diversified. All investments in the Plan will be made in accordance with ERISA and other applicable statutes. Risk is minimized by diversification by asset class, by style of each manager and by sector and industry limits when applicable. The target allocation for the Plan assets are: Domestic Equity – Large cap Small and mid cap International equity Real Estate Investment Trusts (REIT) Fixed income, cash and cash equivalents Diversification is achieved by: 39% 13 13 5 30 i. placing restrictions on the percentage of equity investments in any one company, percentage of investment in any one industry, limiting the amount of assets placed with any one manager; and ii. setting targets for duration of fixed income securities, maintaining a certain level of credit quality, and limiting the amount of investment in a single security and in non-investment grade paper. A formal asset allocation review is done periodically to ensure that the Plan has an appropriate asset allocation based on the Plan’s projected benefit obligations. The target return for each equity and fixed income manager will be one that places the manager’s performance in the top 40% of its peers and on a gross basis, exceeds that of the manager’s respective benchmark index. The target return for cash and cash equivalents is a return that at least equals that of the 90-day T-bills. The Investment Policy statement lists specific categories of securities or activities that are prohibited including options, futures, commodities, hedge funds, limited partnerships, and our stock. 44 The table below presents the fair values of our benefit plan assets by level within the fair value hierarchy, as described in Note 2: In millions Total Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2012 Domestic Equity Large cap Small and mid cap Other International equity REIT Fixed income Cash and equivalents Total $169.6 65.7 1.1 100.3 25.4 164.9 18.7 $545.7 $169.6 65.7 0.8 61.9 25.4 27.2 – $350.6 $ – – 0.3 38.4 – 137.7 18.7 $195.1 $– – – – – – – $– In millions Total Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2011 Domestic Equity Large cap Small and mid cap Other International equity REIT Fixed income Cash and equivalents Total $ 164.5 57.7 0.6 79.7 26.4 157.3 17.3 $ 503.5 $ 164.5 57.7 0.5 48.3 26.4 83.4 – $ 380.8 $ – – 0.1 31.4 – 73.9 17.3 $ 122.7 $– – – – – – – $– Cash Flow We were not required to make contributions to our qualified pension plan in 2012 nor do we expect to make any to this plan in 2013. Benefit payments expected to be made in 2013 under our non- qualified pension plans and other benefit plans are summarized below: In thousands Nonqualified pension plans Other benefit plans $2,014 4,238 The following benefit payments under all pension and other benefit plans, and giving effect to expected future service, as appropriate, are expected to be paid: In thousands 2013 2014 2015 2016 2017 2018 through 2022 Pension Benefits $ 32,465 32,135 32,179 31,977 31,986 156,439 Other Benefits $ 4,238 4,557 4,574 4,823 5,104 26,328 Defined Contribution Plans We maintain 401(k) plans for certain hourly and salaried employees. Employees may contribute up to 50% of their earnings, subject to certain restrictions. We will match a portion of the employee’s contribution, subject to certain limitations, in the form of shares of Glatfelter common stock out of treasury. The expense associated with our 401(k) match was $1.7 million, $1.3 million and $1.0 million in 2012, 2011 and 2010, respectively. 10. INVENTORIES Inventories, net of reserves were as follows: In thousands Raw materials In-process and finished Supplies Total 2012 $ 61,084 102,331 58,951 $222,366 2011 $ 57,547 93,096 56,064 $206,707 We value all of our U.S. inventories, excluding supplies, on the LIFO method. If we had valued these inventories using the first-in, first-out method, inventories would have been $22.4 million and $22.1 million higher than reported at December 31, 2012 and 2011, respectively. During 2011, we liquidated certain LIFO inventories, the effect of which did not have a significant impact on results of operations. basis. Customer relationships are amortized over periods ranging from 3 years to 14 years and technology and related intangible assets are amortized over periods ranging from 14 years to 20 years. The following table sets forth information pertaining to amortization of intangible assets: In thousands Aggregate amortization expense Estimated amortization expense 2013 2014 2015 2016 2017 2012 2011 $1,778 $1,858 1,314 1,314 1,314 852 699 The remaining weighted average useful life of intangible assets was 8.2 years at December 31, 2012. 11. PLANT, EQUIPMENT AND TIMBERLANDS 13. OTHER LONG-TERM ASSETS Plant, equipment and timberlands at December 31 Other long-term assets consist of the following: were as follows: In thousands Land and buildings Machinery and equipment Furniture, fixtures, and other Accumulated depreciation Construction in progress Asset retirement obligation, net Timberlands, less depletion 2012 2011 $ 194,541 1,158,245 122,425 (915,777) $ 186,846 1,102,709 117,082 (850,255) 559,434 52,782 6,374 2,596 556,382 34,576 7,968 3,024 Total $ 621,186 $ 601,950 12. GOODWILL AND INTANGIBLE ASSETS The following table sets forth information with respect to goodwill and other intangible assets which are recorded in the caption “Other long-term assets” in the accompanying consolidated balance sheets: In thousands Pension Goodwill and intangibles Other Total December 31 2012 2011 $ 53,734 24,902 24,305 $ 59,821 26,051 26,690 $102,941 $112,562 14. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: December 31 In thousands 2012 Accrued payroll and benefits Other accrued compensation and retirement benefits Income taxes payable Accrued rebates Other accrued expenses $ 50,637 8,977 2,656 11,330 39,889 2011 $48,654 6,253 3,543 10,839 28,309 Total $113,489 $97,598 In thousands December 31 2012 2011 15. LONG-TERM DEBT Goodwill – Composite Fibers $16,601 $16,161 Specialty Papers Customer relationships Composite Fibers Technology and related Customer relationships and related Advanced Airlaid Materials Technology and related Customer relationships and related Total intangibles Accumulated amortization $ 6,155 $ 6,155 4,365 1,872 1,579 3,300 17,271 (8,970) 4,174 1,790 1,560 3,238 16,917 (7,027) Net intangibles $ 8,301 $ 9,890 The change in goodwill was due to foreign currency translation adjustments. Other than non-amortizable goodwill, intangible assets are amortized on a straight-line Long-term debt is summarized as follows: In thousands Revolving credit facility, due Nov. 2016 5.375% Notes, due Nov 2020 7.125% Notes, due May 2016 Total long-term debt Less current portion December 31 2012 2011 $ – 250,000 – 250,000 – $ 27,000 – 200,000 227,000 – Long-term debt, net of current portion $250,000 $227,000 On November 21, 2011, we entered into an amendment to our revolving credit agreement with a consortium of banks (the “Revolving Credit Facility”) which increased the amount available for borrowing to $350 Glatfelter 2012 Form 10-K 45 million, extended the maturity of the facility to November 21, 2016, and instituted a lower interest rate pricing grid. For all U.S. dollar denominated borrowings under the Revolving Credit Facility, the borrowing rate is, at our option, (a) the bank’s base rate which is equal to the greater of i) the prime rate; ii) the federal funds rate plus 50 basis points plus an applicable spread ranging from 25 basis points to 125 basis points based on our corporate credit ratings determined by Standard & Poor’s Rating Services and Moody’s Investor Service, Inc. (the “Corporate Credit Rating”); or iii) the daily Euro-rate plus 100 basis points; or (b) the daily Euro-rate plus an applicable margin ranging from 125 basis points to 225 basis points based on the Corporate Credit Rating. For non-US dollar denominated borrowings, interest is based on (b) above. The Revolving Credit Facility contains a number of customary covenants for financings of this type that, among other things, restrict our ability to dispose of or create liens on assets, incur additional indebtedness, repay other indebtedness, limits certain intercompany financing arrangements, make acquisitions and engage in mergers or consolidations. We are also required to comply with specified financial tests and ratios including: i) maximum net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio; ii) a consolidated EBITDA to interest expense ratio; and iii) beginning December 31, 2015, a minimum liquidity ratio. A breach of these requirements would give rise to certain remedies under the Revolving Credit Facility, among which are the termination of the agreement and accelerated repayment of the outstanding borrowings plus accrued and unpaid interest under the credit facility. On October 3, 2012, we completed a private placement offering of $250.0 million aggregate principal amount of 5.375% Senior Notes due 2020 (the “5.375% Notes”). The 5.375% Notes are fully and unconditionally guaranteed, jointly and severally, by PHG Tea Leaves, Inc., Mollanvick, Inc., The Glatfelter Pulp Wood Company, and Glatfelter Holdings, LLC (the “Guarantors”). The net proceeds from this offering totaled approximately $245.1 million, after deducting the commissions and other fees and expenses relating to the offering and were used to tender and call $200.0 million aggregate principal amount of our outstanding 7.125% notes due November 2016, plus the payment of the applicable redemption premium and accrued interest. We used the remaining net proceeds to repay amounts outstanding under our revolving credit facility and for general corporate purposes. Pursuant to the redemption provisions contained in the 7.125% Notes 46 Indenture, we redeemed all of the 7.125% Notes at 102.375% of par. The $4.8 million redemption premium is reported under the caption “other non-operating expenses – other-net” in the accompanying consolidated statements of income. The write-off of the related unamortized deferred financing fees totaled $1.9 million and is reported under the caption “Interest expense” in the accompanying consolidated statements of income. Unamortized deferred debt issuance costs incurred in connection with the offering of the 5.375% Notes totaled $4.8 million and are reported under the caption “Other assets” in the accompanying consolidated balance sheets. The deferred costs are being amortized on a straight line basis over the life of the 5.375% Notes. Interest on the 5.375% Notes will be payable semiannually in arrears on April 15 and October 15, commencing on April 15, 2013. The 5.375% Notes are redeemable, in whole or in part, at anytime on or after October 15, 2016 at the redemption prices specified in the applicable Indenture. Prior to October 15, 2016, we may redeem some or all of the Notes at a “make-whole” premium as specified in the Indenture. These notes and the guarantees of the notes are senior obligations of the Company and the Guarantors, respectively, rank equally in right of payment with future senior indebtedness of the Company and the Guarantors and will mature on October 15, 2020. The 5.375% Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding under the Revolving Credit Agreement at maturity or a default under the Revolving Credit Agreement that accelerates the debt outstanding thereunder. As of December 31, 2012, we met all of the requirements of our debt covenants. The following schedule sets forth the maturity of our long-term debt during the indicated year. In thousands 2013 2014 2015 2016 2017 Thereafter $ – – – – – $250,000 P. H. Glatfelter Company guarantees all debt obligations of its subsidiaries. All such obligations are recorded in these consolidated financial statements. As of December 31, 2012 and 2011, we had $5.2 million and $4.6 million, respectively, of letters of credit issued to us by certain financial institutions. The letters of credit, which reduce amounts available under our revolving credit facility, primarily provide financial assurances for the benefit of certain state workers compensation insurance agencies in conjunction with our self-insurance program. We bear the credit risk on this amount to the extent that we do not comply with the provisions of certain agreements. No amounts are outstanding under the letters of credit. 16. ASSET RETIREMENT OBLIGATION During 2008, we recorded $11.5 million, net present value, of asset retirement obligations related to the legal requirement to close several lagoons at the Spring Grove, PA facility. Historically, lagoons were used to dispose of residual waste material. Closure of the lagoons, which is expected to be completed over the next four years, will be accomplished by filling the lagoons, installing a non- permeable liner which will be covered with soil to construct the required cap over the lagoons. The amount referred to above, in addition to upward revisions, were accrued with a corresponding increase in the carrying value of the property, equipment and timberlands caption on the consolidated balance sheet. The amount capitalized is being amortized as a charge to operations on the straight- line basis in relation to the expected closure period. Following is a summary of the reserve for asset retirement obligations for the periods indicated: In thousands Balance at Jan. 1, Upward revision Accretion Payments Balance at Dec. 31, 2012 2011 $ 9,679 – 458 (1,255) $ 9,717 611 550 (1,199) $ 8,882 $ 9,679 At December 31, 2012 and 2011, $3.6 million and $1.5 million, respectively, is recorded in the accompanying consolidated balance sheets under the caption “Other current liabilities” and the balance is recorded under the caption “Other long-term liabilities.” 17. FAIR VALUE OF FINANCIAL INSTRUMENTS The amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable and short-term debt approximate fair value. The following table sets forth the carrying value and fair value of long- term debt as of December 31: 2012 2011 In thousands Fixed-rate bonds Variable rate debt Total Carrying Value Fair Value Carrying Value Fair Value $250,000 $260,340 $200,000 $204,000 – – 27,000 27,000 $250,000 $260,340 $227,000 $231,000 As of December 31, 2012, we had $250.0 million of 5.375% fixed rate debt, and as of December 31, 2011, we had $200.0 million of 7.125% fixed rate debt. These bonds are publicly registered, but thinly traded. Accordingly, the values set forth above are based on debt instruments with similar characteristics (Level 2). The fair value of financial derivatives is set forth below in Footnote 18. 18. FINANCIAL DERIVATIVES AND HEDGING ACTIVITIES As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge foreign currency risks associated with forecasted transactions – “cash flow hedges”; or ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency hedges.” Derivatives Designated as Hedging In 2011, we Instruments – Cash Flow Hedges began to use currency forward contracts as cash flow hedges to manage our exposure to fluctuations in the currency exchange rates on certain forecasted production costs expected to be incurred over a maximum of twelve months. Currency forward contracts involve fixing the EUR- USD exchange rate or USD-CAD for delivery of a specified amount of foreign currency on a specified date. We designate certain currency forward contracts as cash flow hedges of forecasted raw material purchases or other production costs with exposure to changes in foreign currency exchange rates. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges of foreign exchange risk is deferred as a component of accumulated other comprehensive income in the accompanying consolidated balance sheet and is subsequently reclassified into cost of products sold in the period that inventory produced using the hedged transaction affects earnings. The ineffective portion of the Glatfelter 2012 Form 10-K 47 change in fair value of the derivative is recognized directly to earnings and reflected in the accompanying consolidated statement of income as non-operating income (expense) under the caption “Other-net.” We had the following outstanding derivatives that were used to hedge foreign exchange risks associated with forecasted transactions and designated as hedging instruments: In thousands Derivative Sell / Buy Euro / U.S. dollar U.S. dollar / Canadian dollar 2012 2011 Buy Notional 27,003 12,369 22,730 11,019 These contracts have maturities of twelve months or less. Derivatives Not Designated as Hedging Instruments – Foreign Currency Hedges We also enter into forward foreign exchange contracts to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities. None of these contracts are designated as hedges for financial accounting purposes and, accordingly, changes in value of the foreign exchange forward contracts and in the offsetting underlying on-balance-sheet transactions are reflected in the accompanying statement of operations under the caption “Other – net.” In thousands Derivative Sell / Buy Euro / U.S. dollar Euro / British Pound Canadian dollar / U.S. dollar U.S. dollar / Euro Philippine peso / U.S. dollar 2012 2011 Sell Notional 13,000 4,000 2,000 2,000 – 25,500 – – 150,000 These contracts have maturities of one month from the date originally entered into. Fair Value Measurements The following table summarizes the fair values of derivative instruments as of December 31 for the year 48 indicated and the line items in the accompanying consolidated balance sheet where the instruments are recorded: In thousands 2012 2011 2012 2011 Balance sheet caption Designated as hedging: Forward foreign currency exchange contracts Not designated as hedging: Forward foreign currency exchange contracts Prepaid and Other Current Assets Other Current Liabilities $107 $1,520 $751 – $159 $338 $16 $15 The amounts set forth in the table above represent the net asset or liability giving effect to rights of offset with each counterparty. The following table summarizes the amount of income or loss from derivative instruments recognized in our results of operations for the periods indicated and the line items in the accompanying consolidated statements of income where the results are recorded: In thousands 2012 2011 2010 Designated as hedging: Forward foreign currency exchange contracts: Effective portion – cost of products sold Ineffective portion – other – net Not designated as hedging: Forward foreign currency exchange contracts: Other – net $2,183 311 $ 174 $ 165 – – $ (696) $(686) $(1,047) The impact of activity not designated as hedging was substantially all offset by the remeasurement of the underlying on-balance sheet item. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described in Note 2. The fair values of the foreign exchange forward contracts are considered to be Level 2. Foreign currency forward contracts are valued using foreign currency forward and interest rate curves. The fair value of each contract is determined by comparing the contract rate to the forward rate and discounting to present value. Contracts in a gain position are recorded in the consolidated balance sheet under the caption “Prepaid and other current assets” and the value of contracts in a loss position is recorded under the caption “Other current liabilities.” A rollforward of fair value amounts recorded as a component of accumulated other comprehensive income is as follows: In thousands Balance at Jan. 1 Deferred (loss) gains on cash flow hedges Reclassified to earnings Balance at Dec. 31 2012 2011 $ 1,649 (65) (2,183) $ – 1,823 (174) $ (599) $1,649 We expect substantially all of the amounts recorded as a component of accumulated other comprehensive income will be realized in results of operations within the next twelve months and the amount ultimately recognized will vary depending on actual market rates. Credit risk related to derivative activity arises in the event a counterparty fails to meet its obligations to us. This exposure is generally limited to the amounts, if any, by which the counterparty’s obligations exceed our obligation to them. Our policy is to enter into contracts only with financial institutions which meet certain minimum credit ratings. 19. SHAREHOLDERS’ EQUITY The following table summarizes outstanding shares of common stock: Year Ended December 31, In thousands 2012 2011 2010 Shares outstanding at beginning of year Shares repurchased Treasury shares issued for: Restricted stock awards 401(k) plan Director compensation Employee stock options exercised 42,650 (374) 45,976 (3,505) 45,706 – 76 152 – 280 14 143 12 10 112 132 12 14 Shares outstanding at end of year 42,784 42,650 45,976 20. SHARE REPURCHASES In May 2012, our Board of Directors authorized a new share repurchase program for up to $25.0 million of our outstanding common stock, exclusive of commissions. The following table summarizes share repurchases through December 31, 2012, made under this program: Authorized amount Repurchases Remaining authorization shares (thousands) n/a 291,120 $25,000 (4,462) $20,538 In April 2011, our Board of Directors authorized a share repurchase program for up to $50.0 million of our outstanding common stock, exclusive of commissions, all of which has been used, including 82,533 shares at a cost of $1.2 million repurchased under this program in the first quarter of 2012. 21. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS Contractual Commitments The following table summarizes the minimum annual payments due on noncancelable operating leases and other similar contractual obligations having initial or remaining terms in excess of one year: In thousands 2013 2014 2015 2016 2017 thereafter Leases Other $4,928 3,373 2,798 2,329 2,078 5,595 $133,788 40,595 27,728 1,039 507 – Other contractual obligations primarily represent minimum purchase commitments under energy and pulp wood supply contracts and other purchase obligations. At December 31, 2012, required minimum annual payments due under operating leases and other similar contractual obligations aggregated $21.1 million and $203.7 million, respectively. Fox River – Neenah, Wisconsin Background We have significant uncertainties associated with environmental claims arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River, on which our former Neenah facility was located, and in the Bay of Green Bay Wisconsin (“Site”). The United States, the State of Wisconsin, and two Indian tribes (collectively, the “Governments”) seek to require (a) a cleanup of the Site (“response actions”), (b) reimbursement of cleanup costs (“response costs”), and (c) natural resource damages (“NRDs”). They claim that we, together with seven other entities that have been formally notified that they are potentially responsible parties (“PRPs”) under CERCLA for response costs or NRDs, are jointly and severally responsible under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) for those response actions, response costs, and NRDs, all of which may total in excess of $1 billion. Glatfelter 2012 Form 10-K 49 The PRPs consist of us, Appleton Papers Inc. (“API”), CBC Coating, Inc. (formerly known as Riverside Paper Corporation), Georgia-Pacific Consumer Products, L.P. (formerly known as Fort James Operating Company), Menasha Corporation, NCR Corporation, U.S. Paper Mills Corp., and WTM I. The Governments have identified manufacturing and recycling of NCR®-brand carbonless copy paper as the principal source of the PCBs in sediments at the Site. Our predecessor, the Bergstrom Paper Company, and later we operated a deinking paper mill in Neenah, Wisconsin, that received NCR®-brand carbonless copy paper in its furnish, and discharged PCBs to Little Lake Butte des Morts, an impoundment of the river at the upstream end of the Site. The United States Environmental Protection Agency (“EPA”) has divided the lower Fox River and the Bay of Green Bay site into five “operable units”, including the most upstream (“OU1”) and four downstream reaches of the river and bay (“OU2-5”). OU1 extends from primarily Lake Winnebago to the dam at Appleton, and is comprised of Little Lake Butte des Morts. The Neenah Facility discharged its wastewater into this portion of this site. We have resolved our liability for response actions and response costs associated with the permanent cleanup of Little Lake Butte des Morts through a consent decree, and amendments, entered in United States v. P.H. Glatfelter Co., No. 2:03-cv-949-LA (E.D. Wis.). Together with WTM I Company and with assistance from Menasha Corporation, we have completed that cleanup except for on-going operation and maintenance. In November 2007, the United States Environmental Protection Agency (“EPA”) issued a unilateral administrative order for remedial action (“UAO”) to us and to seven other respondents directing us to implement the cleanup of the Site downstream of Little Lake Butte des Morts. Since that time, the district court has held that one of the respondents, Appleton Papers Inc., is not liable for this Site. In addition, the United States and the State of Wisconsin have entered into a settlement with another respondent, Georgia-Pacific LLP (“GP”), limiting GP’s responsibility to the downstream-most three miles of the river. Work has proceeded to implement the UAO, mostly funded by NCR and its indemnitors. In January 2008, two of the UAO respondents, NCR Corporation and Appleton Papers Inc., brought two actions consolidated under the caption Appleton Papers Inc. v. George A. Whiting Paper Co., No. 2:08-cv-16-WCG (E.D. Wis.)(“Whiting”), that ultimately involved us and more than two dozen parties in litigation to allocate 50 among the parties the responsibility for response actions, response costs, and NRDs for this Site. Most of the parties responsible for relatively small discharges of PCBs settled with the Governments, resolving their liability. As the result of a series of rulings on summary judgment and after trial, the Court has so far determined that (a) neither NCR nor Appleton Papers may pursue any other party for contribution, (b) NCR owes us and the other non-settling parties “full contribution” for any amounts we may have to pay on account of response actions or response costs downstream of Little Lake Butte des Morts or NRDs, and (c) NCR is not liable for response costs, response actions, or NRDs in Little Lake Butte des Morts. A single issue remains concerning set off of our insurance coverage litigation settlement proceeds against our recovery from NCR of $4.28 million in costs we incurred in the past. Upon resolution of that issue, we anticipate entry of a final judgment and appeals by NCR and others of those portions of the rulings with which those parties disagree. Until the Whiting Litigation judgment becomes final and is affirmed on appeal, all past and future costs or damages incurred by any person remain the subject of litigation against us. In October 2010, the United States and the State of Wisconsin sued us and thirteen other defendants to recover an injunction requiring the UAO respondents to complete the response actions required by the UAO and all parties to reimburse past and future response costs incurred by the Governments as well as to pay NRDs. That case is captioned United States v. NCR Corp., No. 1:10-cv-910-WCG (E.D. Wis.) (“Government Action”). To date, litigation of the Government Action has been limited to the United States’ claim against the UAO respondents for a mandatory injunction to require implementation of the remaining work under the UAO, that is, completion of the remedy in the 33 miles of the river downstream of Little Lake Butte des Morts. As the result of a series of summary judgment and other rulings, the district court in the Government Action has held that the remedy selected by the Governments and ordered to be implemented by the UAO may be enforced. The district court has further held that all the UAO respondents other than Appleton Papers are jointly and severally liable for the response actions called for by the UAO, unless any of them can establish the defense of divisibility or apportionment. We contend that discharges to Little Lake Butte des Morts did not cause the need for any of the clean up downstream, that the Site is therefore divisible, and that we are therefore not liable for the response actions the United States seeks. The United States’ entitlement to injunctive relief, our defense of divisibility (which we share with the other parties responsible for discharges to Little Lake Butte des Morts), and NCR’s defense of apportionment were tried to the court in December 2012. Briefing is not yet complete, and the court has yet to rule. The grant or denial of an injunction will be immediately appealable. Other claims will remain to adjudicate after the court rules on the claim for an injunction. Cost estimates. Estimates of the Site remediation change over time as we, or others, gain additional data and experience at the Site. In addition, disagreement exists over the likely costs for some of this work. Based upon estimates made by the Governments and independent estimates commissioned by various potentially responsible parties, we have no reason to disagree with the Governments’ assertion that total past and future costs and NRDs at this site may exceed $1 billion and that $1.5 billion is a reasonable “outside estimate.” Much of that amount has already been incurred. As described below, some of that amount is NRDs. The parties implementing the response action under the UAO in the downstream part of the river estimate the future cost of work yet to be done at $360 million. NRDs. The Governments’ NRD assessment documents claimed that we are jointly and severally responsible for NRDs with a value between $176 million and $333 million. The Governments now claim that this range should be inflated to 2009 dollars and then certain unreimbursed past assessment costs should be added, so that the range of their claim would be $287 million to $423 million. We deny liability for most of these NRDs and believe that even if anyone is liable, that we are not jointly and severally liable for the full amount. Moreover, we believe that the Trustees may not legally pursue this claim at this late date, as the limitations period for NRD claims is three years from discovery. Allocation and Divisibility. We contend that we are not jointly and severally liable for costs or damages arising from the presence of PCBs downstream of Little Lake Butte des Morts. That issue was tried in December 2012. In addition, the district court has ruled that NCR would owe us full contribution for any response actions, response costs, or NRDs that we are ordered to do or to pay in the Government Action. Reserves for the Site. As of December 31, 2012, our reserve for our claimed liability at the Site, including our remediation and ongoing monitoring obligations in Little Lake Butte des Morts, our claimed liability for the remediation of the rest of the Site, our claimed liability for NRDs associated with PCB contamination at the Site and all pending, threatened or asserted and unasserted claims against us relating to PCB contamination at the Site totaled $16.4 million. Of our total reserve for the Fox River, $0.1 million is recorded in the accompanying condensed consolidated balance sheets under the caption “Environmental liabilities” and the remainder is recorded under the caption “Other long term liabilities.” Although we believe that amounts already funded by us and WTM I to implement the Little Lake Butte des Morts remedy are adequate and no payments have been required since January 2009, there can be no assurance that these amounts will in fact suffice. WTM I has filed a bankruptcy petition in the Bankruptcy Court in Richmond; accordingly, there can be no assurance that WTM I will be able to fulfill its obligation to pay half of any additional costs, if required. We believe that we have strong defenses to liability for further remediation downstream of Little Lake Butte des Morts, including the existence of ample data that indicate that PCBs did not leave Little Lake Butte des Morts in concentrations that could have caused or contributed to the need for additional cleanup downstream. Others, including the EPA and other parties, disagree with us and, as a result, the EPA has issued a UAO to us and to others to perform the additional remedial work, and filed the Government Action seeking, in part, the same relief. NCR and Appleton Papers commenced the Whiting Litigation and joined us and others as defendants, but, to this point, have not prevailed. Even if we are not successful in establishing that we have no further remediation liability, we do not believe that we would be allocated a significant percentage share of liability in any equitable allocation of the remediation costs and natural resource damages. The accompanying consolidated financial statements do not include reserves for defense costs for the Whiting Litigation, the Government Action, or any future defense costs related to our involvement at the Site, which could be significant. In setting our reserve for the Site, we have assessed our legal defenses, including our successful defenses to the allegations made in the Whiting Litigation, and assumed that we will not bear the entire cost of remediation or damages to the exclusion of other known parties at the Site, who are also potentially jointly and severally liable. The existence and ability of other parties to participate has also been taken into account in setting our reserve, and is generally based on our evaluation of recent publicly available financial information on certain of the responsible parties and any known insurance, indemnity or cost sharing agreements between responsible parties and third Glatfelter 2012 Form 10-K 51 parties. In addition, our assessment is based upon the magnitude, nature, location and circumstances associated with the various discharges of PCBs to the river and the relationship of those discharges to identified contamination. We will continue to evaluate our exposure and the level of our reserves, including, but not limited to, our potential share of the costs and NRDs, if any, associated with the Site. The amount and timing of future expenditures for environmental compliance, cleanup, remediation and personal injury, NRDs and property damage liabilities cannot be ascertained with any certainty due to, among other things, the unknown extent and nature of any contamination, the response actions that may ultimately be required, the availability of remediation equipment, and landfill space, and the number and financial resources of any other PRPs. Other Information. The Governments have published studies estimating the amount of PCBs discharged by each identified potentially responsible party’s (“PRP’s”) facility to the lower Fox River and Green Bay. These reports estimate our Neenah mill’s share of the mass of PCBs discharged to be as high as 27%. We do not believe the discharge mass estimates used in these studies are accurate because (a) the studies themselves disclose that they are not accurate and (b) the PCB mass estimates contained in the studies are based on assumptions that are unsupported by existing data on the Site. We believe that the Neenah mill’s absolute and relative contribution of PCB mass is significantly lower than the estimates set forth in these studies. In any event, based upon the rulings in the Whiting Litigation and the Government Action, we continue to believe that an allocation in proportion to mass of PCBs discharged would not constitute an equitable allocation of the potential liability for the contamination at the Fox River. We contend that other factors, such as the location of contamination, the location of discharge, and a party’s role in causing discharge, must be considered in order for the allocation to be equitable. In the 1990s, we entered into interim cost-sharing agreements with six of the other PRPs, which provided for those PRPs to share certain costs relating to scientific studies of PCBs discharged at the Site (“Interim Cost Sharing Agreements”). These Interim Cost Sharing Agreements do not establish the final allocation of remediation costs incurred at the Site. Based upon our evaluation of the rulings in the Whiting Litigation as well as the volume, nature and location of the various discharges of PCBs at the Site and the relationship of those 52 discharges to identified contamination, we believe our allocable share of liability at the Site is less than our share of costs under the Interim Cost Sharing Agreements. Range of Reasonably Possible Outcomes. Our analysis of the range of reasonably possible outcomes is derived from all available information, including but not limited to official documents such as records of decision, discussions with the United States and other parties, as well as legal counsel and engineering consultants. Based on our analysis of the current records of decision and cost estimates for work to be performed at the Site, we believe that it is reasonably possible that our costs associated with the Fox River matter may exceed our cost estimates and the aggregate amounts accrued for the Fox River matter by amounts that are insignificant or that could range up to $275 million over an undeterminable period that could range beyond 10 years. We believe that the likelihood of an outcome in the upper end of the monetary range is significantly less than other possible outcomes within the range and that the possibility of an outcome in excess of the upper end of the monetary range is remote. The rulings in our favor in the Whiting Litigation, if sustained on appeal, suggest that outcomes in the upper end of the monetary range have become somewhat less likely, while adverse rulings on some issues in the Whiting Litigation and the Government Action and increases in cost estimates for some of the work may make an outcome in the upper end of the range more likely. Summary. Our current assessment is that we will be able to manage this environmental matter without a long-term, material adverse impact on the Company. This matter could, however, at any particular time or for any particular year or years, have a material adverse effect on our consolidated financial position, liquidity and/or results of operations or could result in a default under our debt covenants. Moreover, there can be no assurance that our reserves will be adequate to provide for future obligations related to this matter, that our share of costs and/or damages will not exceed our available resources, or that such obligations will not have a long-term, material adverse effect on our consolidated financial position, liquidity or results of operations. Should a court grant the United States or the State of Wisconsin relief that requires us either to perform directly or to contribute significant amounts towards remedial action downstream of Little Lake Butte des Morts or to NRDs, those developments could have a material adverse effect on our consolidated financial position, liquidity and results of operations and might result in a default under our loan covenants. 22. SEGMENT AND GEOGRAPHIC INFORMATION The following tables set forth profitability and other information by business unit: For the year ended December 31, 2012 In millions Specialty Papers Composite Fibers Advanced Airlaid Materials Other and Unallocated Net sales Energy and related sales, net Total revenue Cost of products sold Gross profit SG&A Gains on dispositions of plant, equipment and timberlands, net Total operating income (loss) Non-operating expense $894.8 7.0 901.8 779.5 122.3 55.0 – 67.3 – $436.7 – 436.7 362.6 74.2 38.1 – 36.1 – $246.3 – 246.3 218.7 27.6 9.6 – 18.0 – $ – – – 10.3 (10.4) 18.9 (9.8) (19.5) (22.9) Total $1,577.8 7.0 1,584.8 1,371.1 213.6 121.6 (9.8) 101.9 (22.9) Income (loss) before income taxes $ 67.3 $ 36.1 $ 18.0 $(42.4) $ 78.9 Supplementary Data Plant, equipment and timberlands, net Depreciation, depletion and amortization Capital expenditures $247.9 37.4 23.1 $200.1 23.5 31.4 $172.9 8.7 3.9 $ 0.3 – 0.3 $ 621.2 69.5 58.8 For the year ended December 31, 2011 In millions Specialty Papers Composite Fibers Advanced Airlaid Materials Other and Unallocated Net sales Energy and related sales, net Total revenue Cost of products sold Gross profit SG&A Gains on dispositions of plant, equipment and timberlands, net Total operating income (loss) Non-operating expense Income (loss) before income taxes Supplementary Data Plant, equipment and timberlands, net Depreciation, depletion and amortization Capital expenditures $875.1 9.3 884.4 775.7 108.7 51.4 – 57.3 – $ 57.3 $250.2 36.0 31.4 $476.0 – 476.0 395.7 80.3 39.5 – 40.8 – $ 40.8 $176.2 24.8 22.5 $252.0 – 252.0 227.7 24.3 10.9 – 13.4 – $ 13.4 $175.6 8.5 10.6 $ – – – 7.2 (7.2) 23.0 (4.0) (26.2) (34.4) (60.7) $ – – – For the year ended December 31, 2010 In millions Specialty Papers Composite Fibers Advanced Airlaid Materials Other and Unallocated Net sales Energy and related sales, net Total revenue Cost of products sold Gross profit SG&A Gains on dispositions of plant, equipment and timberlands, net Total operating income (loss) Non-operating expense Income (loss) before income taxes Supplementary Data Plant, equipment and timberlands, net Depreciation, depletion and amortization Capital expenditures $842.6 10.7 853.3 740.2 113.1 54.7 – 58.4 – $ 58.4 $251.3 34.9 24.1 $419.2 – 419.2 350.5 68.7 35.8 – 32.9 – $ 32.9 $181.6 23.7 8.2 $193.5 – 193.5 181.7 11.8 7.4 – 4.4 – 4.4 $ $175.3 7.2 4.2 Total $1,603.2 9.3 1,612.5 1,406.3 206.2 124.9 (4.0) 85.3 (34.4) $ 50.8 $ 602.0 69.3 64.5 Total $1,455.3 10.7 1,466.0 1,279.7 186.2 122.1 (0.5) 64.6 (31.1) $ – – – 7.4 (7.4) 24.3 (0.5) (31.2) (31.1) $(62.3) $ 33.5 $ – – – $ 608.2 65.8 36.5 The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding. Glatfelter 2012 Form 10-K 53 Results of individual business units are presented Specialty Papers’ revenue composition by market consisted of the following for the years indicated: In thousands 2012 2011 2010 Carbonless & forms Book publishing Envelope & converting Engineered products Other $372,950 155,925 174,781 187,724 3,397 $368,582 166,506 170,380 166,660 2,950 $359,033 168,155 157,202 155,257 2,967 Total $894,777 $875,078 $842,614 Our Composite Fibers business unit serves customers globally and focuses on higher value-added products in the following markets: (cid:129) Food & Beverage papers used for single-serve coffee and tea products and other applications; (cid:129) Metallized products used in the labeling of beer bottles, packaging innerliners, gift wrap, self- adhesive labels and other consumer products applications; (cid:129) Composite Laminates papers used in production of decorative laminates, furniture and flooring applications; and (cid:129) Technical Specialties is a diverse line of paper products used in batteries, adhesive tapes and other highly engineered applications. Composite Fibers’ revenue composition by market consisted of the following for the years indicated: In thousands 2012 2011 2010 Food & beverage Metallized Composite laminates Technical specialties and other Total $265,423 87,720 44,613 $284,748 95,276 53,334 $242,882 88,753 50,801 38,984 42,671 36,781 $436,740 $476,029 $419,217 based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services. Management evaluates results of operations of the business units before pension income or expense, alternative fuel mixture credits, debt redemption costs, restructuring related charges, certain corporate level costs, and the effects of certain asset dispositions. Management believes that this is a more meaningful representation of the operating performance of its core businesses, the profitability of business units and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors. Our Specialty Papers business unit focuses on producing papers for the following markets: (cid:129) Carbonless & forms papers for credit card receipts, multi-part forms, security papers and other end-user applications; (cid:129) Book publishing papers for the production of high quality hardbound books and other book publishing needs; (cid:129) Envelope and converting papers for the direct mail market, shopping bags, and other converting applications; and (cid:129) Engineered products for digital imaging, casting, release, transfer, playing card, postal, FDA-compliant food and beverage applications, and other niche specialty applications. 54 On February 12, 2010, we acquired Concert Industries Corp., which we now operate as the Advanced Airlaid Materials business unit. This business unit is a leading global supplier of highly absorbent cellulose-based airlaid non-woven materials used to manufacture a diverse range of consumer and industrial products for growing global end-user markets. These products include: (cid:129) feminine hygiene; (cid:129) adult incontinence; (cid:129) home care; (cid:129) specialty wipes; (cid:129) table top; and (cid:129) food pads. Advanced Airlaid Materials’ revenue composition by market consisted of the following for the years indicated: In thousands 2012 2011 2010 Feminine hygiene Home care Wipes Adult incontinence Other $197,792 14,527 13,562 6,959 13,442 $206,724 15,308 5,463 6,083 18,469 $157,660 13,691 – 6,167 15,981 Total $246,282 $252,047 $193,499 No individual customer accounted for more than 10% of our consolidated net sales in 2012, 2011 or 2010. However, one customer accounted for the majority of Advanced Airlaid Materials’ net sales in 2012, 2011 and 2010. Our net sales to external customers and location of net plant, equipment and timberlands are summarized below. Net sales are attributed to countries based upon origin of shipment. In thousands United States Germany United Kingdom Canada Other Total 2012 2011 2010 Plant, Equipment and Timberlands – Net $248,185 191,559 59,131 83,796 38,515 Plant, Equipment and Timberlands – Net $250,217 181,537 57,634 86,079 26,483 Net sales $ 880,089 327,952 128,598 75,195 43,497 Net sales $ 933,357 410,183 122,218 88,018 49,378 $621,186 $1,603,154 $601,950 $1,455,331 Plant, Equipment and Timberlands – Net $251,318 198,585 55,672 80,177 22,418 $608,170 Net sales $ 952,195 358,442 119,092 106,702 41,357 $1,577,788 Glatfelter 2012 Form 10-K 55 23. GUARANTOR FINANCIAL STATEMENTS Our 5.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our 100%- owned domestic subsidiaries, PHG Tea Leaves, Inc., Mollanvick, Inc., The Glatfelter Pulp Wood Company, and Glatfelter Holdings, LLC. The guarantees are subject to certain customary release provisions including i) the designation of such subsidiary as an unrestricted or excluded subsidiary; (ii) in connection with any sale or disposition of the capital stock of the subsidiary guarantor; and (iii) upon our exercise of our legal defeasance option or our covenant defeasance option, all of which are more fully described in the Indenture, dated as of October 3, 2012 among us, the Guarantors and U.S. Bank National Association, as Trustee, relating to the 5.375% Notes. The following presents our consolidating statements of income, including comprehensive income, and cash flows for the years ended December 31, 2012, 2011 and 2010 and our consolidating balance sheets as of December 31, 2012 and 2011. These financial statements reflect P. H. Glatfelter Company (the parent), the guarantor subsidiaries (on a combined basis), the non-guarantor subsidiaries (on a combined basis) and elimination entries necessary to combine such entities on a consolidated basis. Condensed Consolidating Statement of Income for the year ended December 31, 2012 Non Guarantors Adjustments/ Eliminations Parent Company $894,777 7,000 901,777 794,364 107,413 71,228 (514) Guarantors $53,838 – 53,838 49,061 4,777 2,818 (9,276) $683,022 – 683,022 581,544 101,478 47,544 (25) 36,699 11,235 53,959 (18,689) (2,867) 40,332 18,776 55,475 (3,904) 59,379 2,775 – 6,831 749 7,580 18,815 6,585 12,230 3,243 (5) (3,504) 1,283 (2,226) 51,733 16,889 34,844 3,920 $(53,849) – (53,849) (53,830) (19) – – (19) – – (47,063) (47,063) (47,082) (8) (47,074) (7,163) Consolidated $1,577,788 7,000 1,584,788 1,371,139 213,649 121,590 (9,815) 101,874 (18,694) 460 (4,699) (22,933) 78,941 19,562 59,379 2,775 $ 62,154 $15,473 $ 38,764 $(54,237) $ 62,154 In thousands Net sales Energy and related sales, net Total revenues Costs of products sold Gross profit Selling, general and administrative expenses Gains on dispositions of plant, equipment and timberlands, net Operating income Other non-operating income (expense) Interest expense Interest income Other, net Total other non-operating income (expense) Income (loss) before income taxes Income tax provision (benefit) Net income (loss) Other comprehensive income Comprehensive income 56 Parent Company $875,077 9,344 884,421 787,216 97,205 70,632 (348) 26,921 (30,741) 2,706 41,954 13,919 40,840 (1,854) 42,694 Parent Company $842,615 10,653 853,268 753,562 99,706 73,802 (123) 26,027 (24,306) (657) Condensed Consolidating Statement of Income for the year ended December 31, 2011 In thousands Net sales Energy and related sales, net Total revenues Costs of products sold Gross profit Selling, general and administrative expenses Gains on dispositions of plant, equipment and timberlands, net Operating income Other non-operating income (expense) Interest expense Interest income Other, net Total other non-operating income (expense) Income (loss) before income taxes Income tax provision (benefit) Net income (loss) Other comprehensive income Comprehensive income Guarantors Non Guarantors Adjustments/ Eliminations $50,837 – 50,837 47,330 3,507 2,681 (3,590) 4,416 – 7,838 467 8,305 12,721 2,161 10,560 $728,077 – 728,077 622,841 105,236 51,558 (12) 53,690 (1,053) (5,578) 1,447 (5,184) 48,506 9,369 39,137 Consolidated $1,603,154 9,344 1,612,498 1,406,305 206,193 124,871 (3,950) 85,272 (31,794) 666 (3,299) (34,427) 50,845 8,151 42,694 (45,494) $(50,837) – (50,837) (51,082) 245 – – 245 – (4,300) (47,167) (51,467) (51,222) (1,525) (49,697) 8,626 (45,494) (3,350) (5,276) $ (2,800) $ 7,210 $ 33,861 $(41,071) $ (2,800) Condensed Consolidating Statement of Income for the year ended December 31, 2010 In thousands Net sales Energy and related sales – net Total revenues Costs of products sold Gross profit Selling, general and administrative expenses Gains on dispositions of plant, equipment and timberlands, net Operating income Other non-operating income (expense) Interest expense Interest income Other, net Total other non-operating income (expense) Income (loss) before income taxes Income tax provision (benefit) Net income (loss) Other comprehensive income Comprehensive income Guarantors Non Guarantors Adjustments/ Eliminations $49,919 – 49,919 43,468 $612,716 – 612,716 532,454 $(49,919) – (49,919) (49,747) Consolidated $1,455,331 10,653 1,465,984 1,279,737 6,451 2,287 (373) 4,537 – 7,445 24,428 (1,218) (535) 25,492 (28,942) 54,434 6,227 10,764 2,463 8,301 80,262 46,022 43 34,197 (1,241) (4,665) 330 (5,576) 28,621 6,142 22,479 (172) – – (172) – (1,315) (29,861) (31,176) (31,348) (568) (30,708) 22,281 186,247 122,111 (453) 64,589 (25,547) 808 (6,321) (31,060) 33,529 (20,905) 54,434 (1,362) (1,362) (6,875) (15,406) $ 53,072 $ 1,426 $ 7,073 $ (8,499) $ 53,072 Glatfelter 2012 Form 10-K 57 Condensed Consolidating Balance Sheet as of December 31, 2012 In thousands Assets Current assets Cash and cash equivalents Other current assets Plant, equipment and timberlands, net Other assets Total assets Liabilities and Shareholders’ Equity Current liabilities Long-term debt Deferred income taxes Other long-term liabilities Total liabilities Shareholders’ equity Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated $ 43,748 204,961 241,969 787,348 $ 4,311 387,627 6,204 160,741 $ 49,620 214,568 373,013 45,133 $ – (385,977) – (890,281) $ 97,679 421,179 621,186 102,941 $1,278,026 $558,883 $682,334 $(1,276,258) $1,242,985 $ 337,761 250,000 34,604 115,982 738,347 539,679 $ 6,041 – 3,691 10,602 20,334 538,549 $291,547 – 40,972 11,093 343,612 338,722 $ (384,441) $ 250,908 250,000 62,046 140,352 – (17,221) 2,675 (398,987) (877,271) 703,306 539,679 Total liabilities and shareholders’ equity $1,278,026 $558,883 $682,334 $(1,276,258) $1,242,985 Condensed Consolidating Balance Sheet as of December 31, 2011 In thousands Assets Current assets Cash and cash equivalents Other current assets Plant, equipment and timberlands, net Other assets Total assets Liabilities and Shareholders’ Equity Current liabilities Long-term debt Deferred income taxes Other long-term liabilities Total liabilities Shareholders’ equity Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated $ 3,007 203,173 243,554 736,733 $ 2,894 378,519 6,648 175,945 $ 32,376 223,494 351,748 48,610 $ – (421,050) – (848,726) $ 38,277 384,136 601,950 112,562 $1,186,467 $564,006 $656,228 $(1,269,776) $1,136,925 $ 310,814 227,000 42,252 115,997 696,063 490,404 $ 31,328 – 4,079 10,059 45,466 518,540 $293,283 – 39,511 9,415 342,209 314,019 $ (424,185) – (16,051) 3,019 $ 211,240 227,000 69,791 138,490 (437,217) (832,559) 646,521 490,404 Total liabilities and shareholders’ equity $1,186,467 $564,006 $656,228 $(1,269,776) $1,136,925 58 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2012 In thousands Net cash provided (used) by Operating activities Investing activities Expenditures for plant, equipment and timberlands Proceeds from disposal plant, equipment and timberlands, net Repayments from (advances of) intercompany loans, net and other Other Total investing activities Financing activities Net proceeds from indebtedness Payments of note offering costs Payment of dividends to shareholders Repurchases of common stock (Repayments) borrowings of intercompany loans, net Proceeds from stock options exercised and other Total financing activities Effect of exchange rate on cash Net increase in cash Cash at the beginning of period Cash at the end of period Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated $ 26,385 $ 5,360 $ 81,101 $ – $112,846 (23,064) 662 14,597 (225) (399) 9,574 (4,518) – (8,030) 4,657 17,869 (4,748) (15,608) (5,675) 27,875 2,673 22,386 – 40,741 3,007 – – – – (8,600) – (8,600) – 1,417 2,894 (35,289) 36 (514) – (35,767) – – – – (28,840) – (28,840) 750 17,244 32,376 $ 43,748 $ 4,311 $ 49,620 $ – – (9,565) – (9,565) – – – – 9,565 – 9,565 – – – – (58,752) 10,272 – (225) (48,705) 17,869 (4,748) (15,608) (5,675) – 2,673 (5,489) 750 59,402 38,277 $ 97,679 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2011 In thousands Net cash provided (used) by Operating activities Investing activities Expenditures for plant, equipment and timberlands Proceeds from disposal plant, equipment and timberlands, net Proceeds from installment note receivable Repayments from (advances of) intercompany loans, net Intecompany capital contributed Total investing activities Financing activities Net (repayments of) proceeds from indebtedness Payments of note offering costs Payment of dividends to shareholders Repurchases of common stock (Repayments) borrowings of intercompany loans, net Intercompany capital received Payment of inter-company dividend Proceeds from stock options exercised and other Total financing activities Effect of exchange rate on cash Net increase (decrease) in cash Cash at the beginning of period Cash at the end of period Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated $ 75,787 $ 1,705 $ 67,115 $ (4,300) $ 140,307 (31,239) 627 – (11,924) – (124) 3,821 – (6,974) (16,000) (33,128) 43 43,170 (7,600) – (42,536) (19,277) 2,485 (76,563) (1,672) (16,611) (48,033) 50,450 – – 232 (92,197) – (58,946) 61,953 – – – – 24,675 – (4,300) – 20,375 – 2,803 91 (37,493) – – – (48,627) 16,000 – – (70,120) (848) (1,368) 33,744 $ 3,007 $ 2,894 $ 32,376 $ – – – 26,498 16,000 42,498 – – – – (26,498) (16,000) 4,300 – (38,198) – – – – (64,491) 4,491 43,170 – – (16,830) (114,056) (1,672) (16,611) (48,033) – – – 232 (180,140) (848) (57,511) 95,788 $ 38,277 Glatfelter 2012 Form 10-K 59 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2010 In thousands Net cash provided (used) by Operating activities Investing activities Expenditures for plant, equipment and timberlands Proceeds from disposal plant, equipment and timberlands, net Repayments from (advances of) intercompany loans, net Intercompany capital contributed, net Acquisitions, net of cash acquired Total investing activities Financing activities Net (repayments of) proceeds from indebtedness Payments of note offering costs Payment of dividends to shareholders (Repayments) borrowings of intercompany loans, net Intercompany capital received, net Payment of inter-company dividend Proceeds from stock options exercised and other Total financing activities Effect of exchange rate on cash Net decrease in cash Cash at the beginning of period Cash at the end of period 24. QUARTERLY RESULTS (UNAUDITED) Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated $ 137,406 $ (12,077) $ 43,991 $ (1,315) $ 168,005 (23,367) 124 (8,257) (143,520) – (695) 387 (105,294) (24,995) – (12,429) 53 6,895 – (228,290) (175,020) (130,597) (233,771) – – 106,656 168,515 – 275,171 – (3,208) – 81,000 (5,340) (16,746) (40,292) – – 3,975 22,597 – (15,017) 76,970 $ 61,953 $ – (425) 143,520 (1,315) – 141,780 – (894) 985 91 – 147,373 24,995 – – 169,160 (3,101) (23,721) 57,465 – (106,656) (168,515) 1,315 – (273,856) – – – – $ 33,744 $ (36,491) 564 – – (228,290) (264,217) 77,792 (5,340) (16,746) – – – 3,975 59,681 (3,101) (39,632) 135,420 $ 95,788 In thousands, except per share First Second Third Fourth Net sales Gross Profit Net Income Diluted earnings per share 2012 $397,352 384,693 404,354 391,389 2011 2012 2011 2012 $396,771 397,985 416,493 391,905 $60,970 40,878 59,192 52,609 $60,167 37,500 54,916 53,610 $18,878 13,432 20,099 6,970 2011 $17,426 2,501 13,026 9,741 2012 $0.43 0.31 0.46 0.16 2011 $0.38 0.05 0.28 0.22 The information set forth above for net income and earnings per share includes the impact of the following, on an Early Redemption of Bonds Alternative Fuel Mixture/ Cellulosic Biofuel Credits Gains (losses) on Sales of Plant Equipment and Timberlands Acquitsition Integration Costs 2012 $ – – – (4,784) 2011 2012 2011 $ – – – (6,065) $ – 4,440 111 (309) $– – – – 2012 $ – 3,696 859 834 2011 2012 $1,718 (69) 245 2,266 $– – – – 2011 $(275) (518) – – after-tax basis: In thousands First Second Third Fourth 60 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our chief executive officer and our chief financial officer have, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of December 31, 2012, concluded that, as of the evaluation date, our disclosure controls and procedures were effective. Executive Officers of the Registrant The information with respect to the executive officers required under this Item incorporated herein by reference to “Executive Officers” as set forth in Part I, page 11 of this report. We have adopted a Code of Business Ethics for the CEO and Senior Financial Officers (the “Code of Business Ethics”) in compliance with applicable rules of the Securities and Exchange Commission that applies to our chief executive officer, chief financial officer and our principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Business Ethics is filed as an exhibit to this Annual Report on Form 10-K and is available on our website, free of charge, at www.glatfelter.com. Internal Control Over Financial Reporting ITEM 11 EXECUTIVE COMPENSATION Management’s report on the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and the related report of our independent registered public accounting firm are included in Item 8 – Financial Statements and Supplementary Data. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended December 31, 2012, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. ITEM 9B OTHER INFORMATION None. PART III The information required under this Item is incorporated herein by reference to our Proxy Statement, to be dated on or about April 3, 2013. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required under this Item is incorporated herein by reference to our Proxy Statement, to be dated on or about April 3, 2013. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required under this Item is incorporated herein by reference to our Proxy Statement, to be dated on or about April 3, 2013. ITEM 10 DIRECTORS, EXECUTIVE OFFICERS ITEM 14 PRINCIPAL ACCOUNTANT FEES AND AND CORPORATE GOVERNANCE SERVICES Directors The information with respect to directors required under this Item is incorporated herein by reference to our Proxy Statement, to be dated on or about April 3, 2013. Our board of directors has determined that, based on the relevant experience of the members of the Audit Committee, all members are audit committee financial experts as this term is set forth in the applicable regulations of the SEC. The information required under this Item is incorporated herein by reference to our Proxy Statement, to be dated on or about April 3, 2013. Our Chief Executive Officer has certified to the New York Stock Exchange that he is not aware of any violations by the Company of the NYSE corporate governance listing standards. Glatfelter 2012 Form 10-K 61 PART IV ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) 1. 2. Our Consolidated Financial Statements as follows are included in Part II, Item 8: Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010 Notes to Consolidated Financial Statements for the Years Ended December 31, 2012, 2011 and 2010 Financial Statement Schedules (Consolidated) are included in Part IV: Schedule II -Valuation and Qualifying Accounts – For Each of the Three Years in the Period Ended December 31, 2012 i. ii. iii. iv. v. vi. i. (b) Exhibit Index Exhibit Number Description of Documents Incorporated by Reference to Exhibit Filing 2 (a) Share Purchase Agreement, dated January 4, 2010, among Brookfield Special Situations 2(a) 2009 Form 10-K Management Limited, P. H. Glatfelter Company and Glatfelter Canada, Inc., (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request). Amendment to the Share Purchase Agreement, dated February 12, 2010. Articles of Incorporation, as amended through December 20, 2007 (restated for the purpose of filing on EDGAR) By-Laws as amended through January 20, 2012. 3 (b) (a) (b) 4 (a) Indenture, dated as of October 3, 2012, by and among P. H. Glatfelter Company, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to 5.375% Notes due 2020. 2(b) 3(b) 3.1 4.1 2009 Form 10-K 2007 Form 10-K Form 8-K filed January 20, 2012 Form 8-K filed October 3, 2012 10 (a) Amended Credit Agreement, dated as of November 21, 2011, by and among the Company, 10.1 Form 8-K filed certain of its subsidiaries as borrowers and certain of its subsidiaries as guarantors and PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, J.P. Morgan Securities LLC and RBS Citizens, N.A. as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Citizens Bank of Pennsylvania, as co-syndication agents, and certain other banks as lenders. November 23, 2011 P. H. Glatfelter Company Amended and Restated Management Incentive Plan, effective 10.1 Form 8-K filed January 1, 2010** May 6, 2010 P. H. Glatfelter Company Supplemental Executive Retirement Plan (amended and restated effective January 1, 2010), filed herewith** P. H. Glatfelter Company Supplemental Management Pension Plan (amended and restated effective January 1, 2008), filed herewith** P. H. Glatfelter Company Amended and Restated Long-Term Incentive Plan** 10.1 Form 8-K filed Form of 2007 Top Management Restricted Stock Unit Award Certificate** Form of Top Management Restricted Stock Unit Award Certificate** Form of Non-Employee Director Restricted Stock Unit Award Certificate** Form of Stock-Only Stock Appreciation Right Award Certificate** 10(t) 10.2 May 5, 2009 2006 Form 10-K Form 8-K filed May 5, 2009 10.3 Form 8-K filed April 29, 2005 10.3 Form 8-K filed May 5, 2009 Form of Performance Share Award Certificate, filed herewith** P. H. Glatfelter Company Deferred Compensation Plan for Directors, effective as of January 1, 2007, filed herewith** Form of Change in Control Employment Agreement by and between P. H. Glatfelter Company 10(j) 2008 Form 10-K and certain employees, dated as of December 8, 2008 ** (A) Schedule of Change in Control Employment Agreements, filed herewith. ** Non-Competition and Non-Solicitation Agreement by and between P. H. Glatfelter Company and Dante C. Parrini, dated July 2, 2010. ** Summary of Non-Employee Director Compensation (effective January 1, 2005)** 10.1 10.1 Form 8-K filed July 6, 2010 Form 8-K filed December 20, 2004 Service Agreement, commencing on August 1, 2007, between the Registrant (through a wholly 10(r) 2006 Form 10-K owned subsidiary) and Martin Rapp** (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (l) (m) (n) (o) 62 Exhibit Number (p) (q) (r) Description of Documents Incorporated by Reference to Exhibit Filing Retirement Pension Contract, dated October 31, 2007, between Registrant (through a 10(t) 2007 Form 10-K wholly owned subsidiary) and Martin Rapp** Guidelines for Executive Severance Agreement between the State of Wisconsin and Certain Companies Concerning the Fox River, dated as of January 31, 1997, among P. H. Glatfelter Company, Fort Howard Corporation, NCR Corporation, Appleton Papers Inc., Riverside Paper Corporation, U.S. Paper Mills, Wisconsin Tissue Mills Inc. and the State of Wisconsin 10.2 10(i) Form 8-K filed July 6, 2010 1996 Form 10-K (s) Consent Decree for Remedial Design and Remedial Action at Operable Unit 1 of the 10.3(a) (t) (A) (t) (B) Lower Fox River and Green Bay site by and among the United States of America and the State of Wisconsin v. P. H. Glatfelter Company and WTMI Company (f/k/a Wisconsin Tissue Mills, Inc.) Agreed Supplement to Consent Decree between United States of America and the State of Wisconsin vs. P.H. Glatfelter Company and WTM I Company (f/k/a Wisconsin Tissue Mills Inc.) Second Agreed Supplement to Consent Decree between United States of America and the State of Wisconsin vs. P.H. Glatfelter Company and WTM I Company (f/k/a Wisconsin Tissue Mills Inc.) June 30, 2010 Form 10-Q 10.3(b) June 30, 2010 Form 10-Q 10.3(c) June 30, 2010 Form 10-Q (u) Amended Consent Decree for Remedial Design and Remedial Action at Operable Unit 1 10.3(d) of the Lower Fox River and Green Bay Site by and among the United States of America and the State of Wisconsin v. P. H. Glatfelter and WTM I Company (f/k/a Wisconsin Tissue Mills Inc.), certain Appendices have been intentionally omitted, copies of which can be obtained free of charge from the Registrant) June 30, 2010 Form 10-Q (v) Administrative Order for Remedial Action dated November 13, 2007; issued by the 10.2 Form 8-K filed November 19, 2007 14 2003 Form 10-K 14 21 23 31.1 31.2 32.1 32.2 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE United States Environmental Protection Agency Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter Subsidiaries of the Registrant, filed herewith Consent of Independent Registered Public Accounting Firm, filed herewith. Certification of Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter, pursuant to Section 302 (a) of the Sarbanes-Oxley Act Of 2002, filed herewith Certification of John P. Jacunski, Senior Vice President and Chief Financial Officer of Glatfelter, pursuant to Section 302 (a) of the Sarbanes-Oxley Act Of 2002, filed herewith Certification of Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, furnished herewith Certification of John P. Jacunski, Senior Vice President and Chief Financial Officer of Glatfelter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, furnished herewith XBRL Instance Document, furnished herewith XBRL Taxonomy Extension Schema, furnished herewith XBRL Extension Calculation Linkbase, furnished herewith XBRL Extension Definition Linkbase, furnished herewith XBRL Extension Label Linkbase, furnished herewith XBRL Extension Presentation Linkbase, furnished herewith ** Management contract or compensatory plan Glatfelter 2012 Form 10-K 63 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. SIGNATURES March 7, 2013 P. H. GLATFELTER COMPANY (Registrant) By /s/ Dante C. Parrini Dante C. Parrini Chairman and Chief Executive Officer 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: Date Signature Capacity March 7, 2013 /s/ Dante C. Parrini Principal Executive Officer and Director Dante C. Parrini Chairman and Chief Executive Officer March 7, 2013 /s/ John P. Jacunski Principal Financial Officer John P. Jacunski Senior Vice President and Chief Financial Officer March 7, 2013 /s/ David C. Elder Chief Accounting Officer David C. Elder Vice President, Finance March 7, 2013 /s/ Kathleen A. Dahlberg Kathleen A. Dahlberg March 7, 2013 /s/ Nicholas DeBenedictis Nicholas DeBenedictis March 7, 2013 /s/ Kevin M. Fogarty Kevin M. Fogarty March 7, 2013 /s/ J. Robert Hall J. Robert Hall March 7, 2013 /s/ Richard C. Ill Richard C. Ill March 7, 2013 /s/ Ronald J. Naples Ronald J. Naples March 7, 2013 /s/ Richard L. Smoot Richard L. Smoot March 7, 2013 /s/ Lee C. Stewart Lee C. Stewart 64 Director Director Director Director Director Director Director Director CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002 I, Dante C. Parrini, certify that: 1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2012 of P. H. Glatfelter Company (“Glatfelter”); 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. Glatfelter’s other certifying officer 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 Glatfelter 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 Glatfelter, 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 Glatfelter’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 Glatfelter’s internal control over financial reporting that occurred during Glatfelter’s most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Glatfelter’s internal control over financial reporting; and 5. Glatfelter’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Glatfelter’s auditors and the audit committee of Glatfelter’s board of directors or persons performing the equivalent functions: (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 Glatfelter’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 Glatfelter’s internal control over financial reporting. Date: March 7, 2013 By: /s/ Dante C. Parrini Dante C. Parrini Chairman and Chief Executive Officer Glatfelter 2012 Form 10-K 65 CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002 I, John P. Jacunski, certify that: 1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2012 of P. H. Glatfelter Company (“Glatfelter”); 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. Glatfelter’s other certifying officer 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 Glatfelter 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 Glatfelter, 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 Glatfelter’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 Glatfelter’s internal control over financial reporting that occurred during Glatfelter’s most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Glatfelter’s internal control over financial reporting; and 5. Glatfelter’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Glatfelter’s auditors and the audit committee of Glatfelter’s board of directors or persons performing the equivalent functions: (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 Glatfelter’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 Glatfelter’s internal control over financial reporting. Date: March 7, 2013 By: /s/ John P. Jacunski John P. Jacunski Senior Vice President and Chief Financial Officer 66 P. H. GLATFELTER COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE For each of the three years ended December 31, 2012 Valuation and Qualifying Accounts Allowance for Schedule II In thousands Balance, beginning of year Provision Write-offs, recoveries and discounts allowed Other (a) Balance, end of year Doubtful Accounts 2011 $3,118 149 (385) (21) $2,861 2012 $2,861 71 (91) 17 $2,858 2010 $2,888 1,269 (993) (46) $3,118 Sales Discounts and Deductions 2011 2012 2010 $ 2,831 3,661 (4,173) (17) $ 2,302 $ 2,845 4,080 (4,070) (24) $ 2,831 $ 2,789 3,593 (3,517) (20) $ 2,845 The provision for doubtful accounts is included in selling, general and administrative expense and the provision for sales discounts and deductions is deducted from sales. The related allowances are deducted from accounts receivable. (a) Relates primarily to changes in currency exchange rates. Glatfelter 2012 Form 10-K 67 [THIS PAGE INTENTIONALLY LEFT BLANK] GLATFELTER Headquartered in York, PA, Glatfelter is a global manufacturer of specialty papers and ﬁ ber-based engineered materials, offering more than a century of experience, technical expertise and world- class service. U.S. operations include facilities in Spring Grove, PA and Chillicothe and Fremont, OH. International operations include facilities in Canada, Germany, France, the United Kingdom and the Philippines, a representative ofﬁ ce in China, and a sales and distribution ofﬁ ce in Russia. Glatfelter’s sales approximate $1.6 billion annually and its common stock is traded on the New York Stock Exchange under the ticker symbol GLT. DRIVING TO EXCELLENCE Glatfelter PEOPLE are not satisﬁ ed with being good; we are driven to achieve excellence in all four of our core business drivers: Specialization, Innovation, Continuous Improvement, and Globalization. Our operating model is designed to achieve higher revenue and proﬁ t from global growth businesses, while leveraging the strong cash ﬂ ow from mature product lines to fund our initiatives. Throughout 2012, Glatfelter demonstrated the ability to continue building a sustainable, successful company that beneﬁ ts shareholders, customers, employees and communities where we live and work. 1 2 4 8 CONT ENT S Financial Highlights Glatfelter at a Glance Letter to Our Shareholders Form 10-K Directory of Locations Directors and Offi cers and Corporate Information FORWARD-LOOKING STATEMENTS Certain statements made in this annual report which pertain to future fi nancial and business performance and conditions and other fi nancial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors which may cause actual results or performance to diff er materially from the Company’s expectations. Some of the risks, uncertainties and other factors that could cause actual results to diff er materially from those expressed in the forward-looking statements are detailed on page 14 of the accompanying 2012 Annual Report on Form 10-K included herein and in other fi lings with the SEC. LOCATIONS W OR L D HE A DQ U A R T ERS P. H. Glatfelter Company 96 South George Street Suite 520 York, PA 17401 U.S.A. U.S. OPER AT ING L OC AT IONS Spring Grove Facility 228 South Main Street Spring Grove, PA 17362 Chillicothe Facility 232 East Eighth Street Chillicothe, OH 45601 Fremont Facility 2275 Commerce Drive Fremont, OH 43420 Glatfelter Pulp Wood Company 228 South Main Street Spring Grove, PA 17362 IN T ER N AT ION A L OPER AT ING L OC AT IONS Gernsbach Facility Hördener Straße 5 76593 Gernsbach Germany Scaër Facility BP 2 29390 Scaër France Lydney Facility Church Road Lydney, Gloucestershire GL15 5EJ United Kingdom Caerphilly Facility Pontygwindy Industrial Estate Caerphilly, Mid Glamorgan CF83 3HU United Kingdom Gatineau Facility 1680 rue Atmec Gatineau, QC J8P 7G7 Canada SALES OFFICES Spring Grove, Pennsylvania Gernsbach, Germany Falkenhagen Facility Gewerbepark Prignitz/Falkenhagen Rolf-Hövelmann-Straße 10 16928 Pritzwalk Germany Newtech Pulp Facility Bo. Maria Cristina 9217 Balo-I, Lanao del Norte Philippines O T HER L OC AT IONS China Representative Offi ce Century Financial Tower, A205 No. 1 Suhua Road Suzhou-SIP, Jiangsu 215021 China Hong Kong P.O. Box No. 13158 Central Post Offi ce, Hong Kong Caerphilly, United Kingdom Pontygwindy Industrial Estate Caerphilly, Mid Glamorgan CF83 3HU United Kingdom 228 South Main Street Spring Grove, PA 17362 Chillicothe, Ohio 232 East Eighth Street Chillicothe, OH 45601 Gainesville, Georgia 200 Broad Street, Suite 206 Gainesville, GA 30501 Gatineau, Canada 1680 rue Atmec Gatineau, QC J8P 7G7 Canada Hördener Straße 5 76593 Gernsbach Germany Falkenhagen, Germany Gewerbepark Prignitz/Falkenhagen Scaër, France Rolf-Hövelmann-Straße 10 16928 Pritzwalk Germany BP 2 29390 Scaër France Lydney, United Kingdom Moscow, Russia Church Road Lydney, Gloucestershire GL15 5EJ United Kingdom 13 2-ya Zvenigorodskaya Street Building 41 Moscow, 123022 Russia P . H . G L A T F E L T E R C O M P A N Y • 2 0 1 2 A N N U A L R E P O R T DRIVING TO EXCELLENCE P. H. GLATFELTER COMPANY • 96 SOUTH GEORGE STREET • SUITE 520 • YORK, PA 17401 • WWW.GLATFELTER.COM © 2013 G L AT F E LT E R 2 0 1 2 A N N U A L R E P O R T

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