Neenah
Annual Report 2015

Plain-text annual report

Financial Highlights F I N A N C I A L Continued Operations HIGHLIGHTS HIGHLIGHTS HIGHLIGHTS HIGHLIGHTS HIGHLIGHTS Year End December 31, 2013 2014 2012 2013 2011 Year End December 31, F I N A N C I A L F I N A N C I A L F I N A N C I A L F I N A N C I A L Continued Operations (Dollars in millions, except share data) Net Sales (In millions of U.S. dollars) Net Sales (In millions of U.S. dollars) 2015 HIGHLIGHTS $ $ 93.3 59.0 $ 8.5% 696.0 $ % ROS Adj. EBIT Net Sales (Dollar in millions, except share data) Adjusted EBITDA Cash Dividend (Average) Earnings (loss) Per Diluted Common Share Adjusted Earnings from continuing operations Consolidated Statement of Operations Data Weighted Average Common Diluted Shares Outstanding (in thousands) Consolidated Statement of Operations Data Continued Operations Continued Operations Continued Operations Continued Operations Net Sales (Dollars in millions, except share data) (Dollars in millions, except share data) (Dollars in millions, except share data) (Dollars in millions, except share data) Adjusted EBIT Consolidated Statement of Operations Data Consolidated Statement of Operations Data Consolidated Statement of Operations Data Consolidated Statement of Operations Data $ % ROS Net Sales Net Sales Net Sales Net Sales Adjusted EBITDA Adjusted EBIT Adjusted EBIT F I N A N C I A L Adjusted EBIT Adjusted EBIT Earnings (loss) per Diluted Common Share % ROS % ROS % ROS % ROS Adjusted Earnings from Continuing Operations Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA Weighted-Average Shares Outstanding (in thousands) Continued Operations 1.91 Earnings (loss) per Diluted Common Share Earnings (loss) per Diluted Common Share Earnings (loss) per Diluted Common Share Earnings (loss) per Diluted Common Share (Dollars in millions, except share data) Consolidated Balance Sheet Data Adjusted Earnings from Continuing Operations Adjusted Earnings from Continuing Operations Adjusted Earnings from Continuing Operations Adjusted Earnings from Continuing Operations Consolidated Statement of Operations Data $ 0.44 Total Assets Weighted-Average Shares Outstanding (in thousands) Weighted-Average Shares Outstanding (in thousands) Weighted-Average Shares Outstanding (in thousands) Weighted-Average Shares Outstanding (in thousands) Net Sales Total Stockholders’ Equity Consolidated Balance Sheet Data Consolidated Balance Sheet Data Consolidated Balance Sheet Data Consolidated Balance Sheet Data Adjusted EBIT Total Debt Total Assets Total Assets Total Assets Total Assets Consolidated Balance Sheet Data % ROS Cash and Cash Equivalents Total Stockholders’ Equity Total Stockholders’ Equity Total Stockholders’ Equity Total Stockholders’ Equity Adjusted EBITDA Total Debt Total Debt Total Debt Total Debt $ Debt to EBITDA Earnings (loss) per Diluted Common Share Cash and Cash Equivalents Cash and Cash Equivalents Cash and Cash Equivalents Cash and Cash Equivalents $ Debt to Capital Adjusted Earnings from Continuing Operations Other Financial Data Weighted-Average Shares Outstanding (in thousands) Debt to EBITDA Debt to EBITDA Debt to EBITDA 2.0x Debt to EBITDA Net Cash Flow Provided by (used for): Debt to Capital Debt to Capital Debt to Capital Consolidated Balance Sheet Data Debt to Capital Operating Activities Other Financial Data Other Financial Data Other Financial Data Total Assets Other Financial Data Capital Expenditures Net Cash Flow Provided by (used for): Net Cash Flow Provided by (used for): Net Cash Flow Provided by (used for): Total Stockholders’ Equity Net Cash Flow Provided by (used for): Operating Activities Operating Activities Total Debt Operating Activities Operating Activities Stock Price Year-End Cash and Cash Equivalents Capital Expenditures Capital Expenditures Capital Expenditures Capital Expenditures Cash Dividends Paid Net Cash flow provided by (used for): Total stockholders' equity Other Financial Data Debt to EBITDA Debt to Capital Total Assets Total Debt 15,649 186.2 565.1 166.7 $ 53% $ $ $ Year End December 31, Year End December 31, Year End December 31, Year End December 31, $781.7 $839.7 $887.7 2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013 844.5 808.8 . . $ $83.7 92 6 $107 9 85.2 $ 80.3 10.7% 11.0% 12.2% $781.7 $839.7 $887.7 $781.7 $839.7 $887.7 $781.7 $839.7 $887.7 $781.7 $839.7 $887.7 9.9% 10.1% $113.7 $123.6 $141.9 $ $83.7 $83.7 $ 92 6 $107 9 92 6 $107 9 $ $83.7 92 6 $107 9 $ $83.7 92 6 $107 9 $ 118.7 113.2 10.7% 10.7% 11.0% 12.2% 11.0% 12.2% 10.7% 11.0% 12.2% 10.7% 11.0% 12.2% $3.21 $3.70 $2.87 $113.7 $123.6 $113.7 $123.6 $141.9 $141.9 $113.7 $123.6 $141.9 $113.7 $123.6 $141.9 17,012 16,872 16,403 Year End December 31, 2.93 2.78 $ . . . . . . . . $ $ $ 16,405 2015 2014 2013 16,072 $3.21 $3.21 $3.70 $3.70 $2.87 $2.87 $3.21 $3.70 $2.87 $3.21 $3.70 $2.87 0.70 0.48 $724.5 $751.4 $670.9 17,012 16,872 16,403 17,012 16,872 16,403 17,012 16,872 16,403 16,403 16,872 17,012 $781.7 $839.7 $887.7 $267.5 $288.7 $311.6 $ $83.7 92 6 $107 9 $228.2 $229.4 $206.9 $724.5 $724.5 $670.9 $751.4 $751.4 $670.9 $724.5 $751.4 $670.9 $724.5 $751.4 $670.9 10.7% 11.0% 12.2% $72.6 $4.2 $73.4 $267.5 $288.7 $267.5 $288.7 $311.6 $311.6 $267.5 $288.7 $311.6 $267.5 $288.7 $311.6 679.7 610.7 $ $113.7 $123.6 $141.9 $228.2 $228.2 $206.9 $229.4 $229.4 $206.9 $228.2 $229.4 $206.9 $228.2 $229.4 $206.9 $ 260.6 197.8 1.8x 1.6x 1.8x $72.6 $72.6 $4.2 $73.4 $4.2 $73.4 $72.6 $4.2 $73.4 $72.6 $4.2 $73.4 211.9 182.3 42% 44% 44% $3.21 $3.70 $2.87 $ . . $ $ $ 16,403 1.8x 1.8x 1.8x 1.6x 1.8x 44% 44% 44% 48% 44% $83.5 $670.9 $(28.7) $267.5 16,872 1.8x 1.8x 1.8x 1.8x 1.8x 44% 44% 44% 45% 44% $94.5 $724.5 $(27.9) $288.7 $83.5 $83.5 $206.9 $83.5 $83.5 $42.77 $73.4 $(28.7) $(28.7) $(28.7) $(28.7) $ 0. 70 40.1 $94.5 $94.5 $228.2 $94.5 $94.5 $60.27 $72.6 $(27.9) $(27.9) $(27.9) $(27.9) $1.02 83.6 17,012 1.6x 1.6x 1.6x 11.0% 1.6x 42% 42% 42% 42% 10.0% $111.2 $751.4 $(48.1) 9.0% $311.6 $111.2 $111.2 8.0% $229.4 $111.2 $111.2 $62.43 $4.2 $(48.1) $(48.1) $(48.1) $(48.1) $1.20 7.0% Operating activities Capital expenditures Return on Invested Capital Stock Price Year-End Stock Price Year-End Debt to EBITDA Stock Price Year-End Stock Price Year-End A reconciliation of adjusted income measures to comparable GAAP measures Cash Dividends Paid Cash Dividends Paid Debt to Capital Cash Dividends Paid is shown below: Cash Dividends Paid $42.77 $42.77 (25.1) 1.8x $42.77 $42.77 $ 0. $ 0. 70 70 11.8% 44% $ 0. 70 $ 0. 70 $60.27 $60.27 (28.7) 1.8x $60.27 $60.27 $1.02 $1.02 12.0% 44% $1.02 $1.02 (23.1) $ $ $ 9.3% 6.0% $62.43 $62.43 1.6x $62.43 $62.43 $1.20 $1.20 42% $1.20 $1.20 5.0% $ 57.2 $ $ 2015 2014 2013 is show below: GAAP Reconciliation EBIT (Operating Income) (Dollars in millions, except share data) Integration/Restructuring Costs Other Financial Data GAAP Reconciliation Year End December 31, A reconciliation of adjusted income measures to comparable GAAP measures A reconciliation of adjusted income measures to comparable GAAP measures A reconciliation of adjusted income measures to comparable GAAP measures Net Cash Flow Provided by (used for): A reconciliation of adjusted income measures to comparable GAAP measures (Dollars in millions, except share data) is shown below: is shown below: is shown below: is shown below: A reconciliation of adjusted income measures to comparable GAAP measures Operating Activities EBIT (Operating Income) GAAP Reconciliation GAAP Reconciliation GAAP Reconciliation GAAP Reconciliation Capital Expenditures (Dollars in millions, except share data) (Dollars in millions, except share data) (Dollars in millions, except share data) (Dollars in millions, except share data) Pension Settlement Charge EBIT (Operating Income) EBIT (Operating Income) EBIT (Operating Income) Stock Price Year-End EBIT (Operating Income) Cost for Early Redemption of Debt Integration/Restructuring Costs Integration/Restructuring Costs Integration/Restructuring Costs Cash Dividends Paid Integration/Restructuring Costs Adjusted EBIT Pension Settlement Charge Pension Settlement Charge Pension Settlement Charge Pension Settlement Charge Depreciation & Amortization Cost for Early Redemption of Debt Cost for Early Redemption of Debt A reconciliation of adjusted income measures to comparable GAAP measures Cost for Early Redemption of Debt Cost for Early Redemption of Debt Amortization Equity-Based Compensation is shown below: Adjusted EBIT Adjusted EBIT Adjusted EBIT Adjusted EBIT Adjusted EBITDA GAAP Reconciliation Depreciation & Amortization Depreciation & Amortization Depreciation & Amortization Depreciation & Amortization (Dollars in millions, except share data) Amortization Equity-Based Compensation Amortization Equity-Based Compensation Diluted Earnings per Share Amortization Equity-Based Compensation Amortization Equity-Based Compensation EBIT (Operating Income) Adjusted EBITDA Adjusted EBITDA Integration/Restructuring Costs Adjusted EBITDA Adjusted EBITDA Integration/Restructuring Costs Amortization Equity-Based Compensation Cost of Early Redemption of Bonds Depreciation & Amortization Acquisition Integration Costs SERP Settlement Charge Year End December 31, Adjusted EBITDA Adjusted EBIT $ $ $ $ $ $ $ 2011 56.6 59.0 30.0 93.3 2.4 4.3 Diluted Earnings per Share Acquisition Integration Costs SERP Settlement Charge R&D Tax Credit Pension Settlement Charge Diluted Earnings per Share Diluted Earnings per Share Diluted Earnings per Share Diluted Earnings per Share Pension Settlement Charge Cost for Early Redemption of Debt Integration/Restructuring Costs Integration/Restructuring Costs Integration/Restructuring Costs Cost for Early Redemption of Debt Integration/Restructuring Costs Prior Period R&D Tax Credits Pension Settlement Charge Pension Settlement Charge Pension Settlement Charge Adjusted EBIT Pension Settlement Charge Diluted Adjusted Earnings per Share Cost for Early Redemption of Debt Cost for Early Redemption of Debt Cost for Early Redemption of Debt Depreciation & Amortization Cost for Early Redemption of Debt Prior Period R&D Tax Credits Prior Period R&D Tax Credits Prior Period R&D Tax Credits Amortization Equity-Based Compensation Prior Period R&D Tax Credits Diluted Adjusted Earnings per Share Diluted Adjusted Earnings per Share Diluted Adjusted Earnings per Share Adjusted EBITDA Diluted Adjusted Earnings per Share Cost of Early Redemption of Bonds 0.09 Diluted Adjusted Earnings per Share $ 1.91 $ $ 1.82 $ $808.8 29.5 Net Sales Net Sales Net Sales Net Sales $839.7 (In millions of U.S. dollars) (In millions of U.S. dollars) (In millions of U.S. dollars) $781.7 (In millions of U.S. dollars) $372.7 $436.1 $839.7 $839.7 $839.7 $839.7 428.4 $ $781.7 $781.7 $781.7 $781.7 $436.1 $436.1 $436.1 $436.1 428.4 428.4 $ $ 428.4 $ 428.4 $ 353.3 $ Net Sales (In millions of U.S. dollars) $403.6 $406.6 $696.0 $274.9 $421.1 11 $887.7 $844.5 26.6 15.8 $ $887.7 $887.7 $887.7 $887.7 $401.7 15.8 15.8 $442.7 $ $ 15.8 $ 15.8 $ $442.7 $442.7 $442.7 $442.7 $4 . 29 2 $416.1 $887.7 $4 . $4 . 29 2 29 2 $4 . 29 2 $4 . 29 2 15.8 2015 13 $ Adjusted EBIT (In millions of U.S. dollars) 12 353.3 353.3 $ $ 353.3 2013 $ 353.3 $ 2013 2013 2013 2013 428.4 $ $403.6 $403.6 $403.6 2014 $403.6 $839.7 $781.7  Technical  Fine Paper Fine Paper Technical Products Products & Packaging 2014 2014 2014 2014 $436.1 6  Technical  Fine Paper  Technical  Fine Paper  Technical  Fine Paper  Technical  Fine Paper Products Products & Packaging & Packaging Products & Packaging Products & Packaging Adjusted EBIT 6 6 (In millions of U.S. dollars) 6 6 $403.6 353.3 $ $80.3 Adjusted EBIT Adjusted EBIT Adjusted EBIT Adjusted EBIT (In millions of U.S. dollars) (In millions of U.S. dollars) 9.9% $83.7 (In millions of U.S. dollars) (In millions of U.S. dollars) 2013 $92. 2014 $92. $92. $92. $92.  Technical  Fine Paper 6 6 6 6 Products & Packaging $83.7 $83.7 $83.7 $83.7 6  Other Other 2015 2015 $442.7 2015 2015  Other  Other  Other  Other $4 . 29 2 $85.2 $107.9 10.1% $107.9 $107.9 $107.9 $107.9 2015  Other 1 % 2.2 10.7 % 11.0% 6 2.2 1 % 2.2 1 % 1 % 2.2 2.2 1 % 13 $107.9 12 Adjusted EBIT 11.0% 11.0% 11.0% 11.0% (In millions of U.S. dollars) 10.7 10.7 % % 10.7 % 10.7 % Adjusted EBIT 2013 $83.7 Adjusted EBIT Margins 2014 $92. 6 2015 $59.0 8.5% 11 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 0.0 % 2013 2013 2013 2013 2014 2014 2014 2014 $111.2 $101.4 $94.5 $86.6  Adjusted EBIT $83.5 $82.6 Year End December 31, Year End December 31, Year End December 31, Year End December 31, $(48.1) $(27.9) $(28.7) 6.5 2.3 0.4 2015 2013 2013 2015 2014 2014 2013 2015 2014 2013 2015 2014 0.2 – 3.5 $86.6 $86.6 $101.4 $82.6 $82.6 $101.4 2013 2012 $86.6 $82.6 $101.4 $62.43 $60.27 $42.77 $86.6 $82.6 $101.4  Adjusted EBIT  Adjusted EBIT  Adjusted EBIT – 0.5 0.2  Adjusted EBIT Adjusted Earnings Per Diluted Share 6.5 6.5 2.3 2.3 0.4 0.4 83.8 70.4 Adjusted Earnings 6.5 2.3 0.4 $1.20 $ 0. $1.02 70 6.5 2.3 0.4 3.5 107.9 92.6 83.7 11.0% Per Share 5.8 0.7 0.2 0.2 – – 3.5 3.5 0.2 – 3.5 0.2 – 3.5 10.7 25.1 27.5 25.0 3.5 0.2 3 – – 0.5 0.5 0.2 0.2 – 0.5 0.2 – 0.5 0.2 6.0 4.9 6.5 0.6 0.5 107.9 107.9 92.6 92.6 83.7 83.7 107.9 92.6 83.7 2.5 107.9 92.6 83.7 $113.7 $123.6 $141.9 Year End December 31, 80.3 $ 85.2 27.5 25.1 25.1 27.5 25.0 25.0 25.1 27.5 25.0 25.1 27.5 25.0 2 28.5 28.0 2015 2014 2013 6.0 6.0 4.9 4.9 6.5 6.5 $2.91 $3.53 $3.99 6.0 4.9 6.5 6.0 4.9 6.5 5.0 4.9 $86.6 $101.4 $82.6 1.5 $113.7 $113.7 $123.6 $141.9 $123.6 $141.9 0.01 0.24 0.08 $113.7 $123.6 $141.9 $113.7 $123.6 $141.9 113.2 $ 118.7 6.5 2.3 0.4 1 – 0.01 0.13 $3.99 $3.53 $2.91 $2.91 $3.53 $3.99 $2.91 $3.53 $3.99 $2.91 $3.53 $3.99 – 3.5 0.2 – 0.02 0.01 2.41 2.96 0.5 0.01 0.01 0.24 0.24 0.08 0.08 0.01 0.24 0.08 – 0.5 0.2 0.01 0.24 0.08 (0.08) (0.07) (1.00) 0.22 0.02 – – 0.01 0.01 0.13 0.13 – 0.01 0.13 0 – 0.01 0.13 107.9 92.6 83.7 $3.70 $2.87 $3.21 0.01 0.13 – – 0.02 0.02 0.01 0.01 – 0.02 0.01 27.5 25.0 25.1 – 0.02 0.01 0.02 0.02 (0.08) (0.08) (0.07) (0.07) (1.00) (1.00) (0.08) (0.07) (1.00) (0.08) 6.0 6.5 4.9 (0.07) (1.00) (0.08) $3.21 $2.87 $2.87 $3.70 $3.70 $3.21 $2.87 $3.70 $3.21 $113.7 $123.6 $141.9 $2.87 $3.70 $3.21 2.78 $ 2.93 Adjusted Earnings Adjusted Earnings Adjusted Earnings Adjusted Earnings 3.21 Per Share Per Share Per Share Per Share $2.87 Adjusted Earnings Per Share 2013 2014 $ 3.21 3.21 $ 3.21 $ 3.21 $  Adjusted EBIT 2013 $1.91 $2.87 $2.87 $2.87 $2.87 $1.91 $1.91 $1.91 $1.91 $ $2.78 2014 $1.91 $ $ 3.21 $ 2014 2014 2014 2014 $2.87 2013 2013 2013 2013 11 12 % of Sales 2015 2015 2015 2015 2.2 1 % % of Sales % of Sales % of Sales % of Sales $3.70 $2.93 $3.70 $3.70 $3.70 $3.70 2015 % of Sales 13 2015 $3.70 2015 2015 2015 2015 Neenah Paper, Inc. 2015 Annual Report Diluted Earnings per Share Integration/Restructuring Costs Pension Settlement Charge Cost for Early Redemption of Debt Prior Period R&D Tax Credits $2.91 $3.99 $3.53 0.01 0.01 0.02 0.08 0.24 0.13 0.01 – – (0.08) (1.00) (0.07) $1.91 Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Diluted Adjusted Earnings per Share $2.87 $3.21 $3.70 2013 2014 2015 Neenah Paper, Inc. 2015 Annual Report T O O U R T O O U R SHAREHOLDERS SHAREHOLDERS 2015 was a year of strong financial performance 2012 was a highly successful year for Neenah. 2012 was a highly successful year for Neenah. and important strategic progress for Neenah. We At the front and center of our efforts was the At the front and center of our efforts was the continued our record of delivering impressive top-line disciplined execution of our strategy, motivated disciplined execution of our strategy, motivated and bottom-line growth while maintaining a very by a clear and consistent vision: To create value for by a clear and consistent vision: To create value for attractive return on capital. We undertook several our customers and shareholders by improving the our customers and shareholders by improving the strategic initiatives to expand and focus our leadership image and performance of everything we touch. image and performance of everything we touch. in defensible specialty niche markets. And we again Our continuing efforts to implement that vision led Our continuing efforts to implement that vision led were pleased to see that our actions and results to substantial growth in 2012, both top-line and to substantial growth in 2012, both top-line and translated into attractive returns for our shareholders. bottom-line, and allowed us to deliver returns to our bottom-line, and allowed us to deliver returns to our shareholders of 30%, more than twice that of the shareholders of 30%, more than twice that of the ACCELERATING OUR STRATEGIES broad markets. broad markets. coating and finishing capabilities. In addition to including new initiatives in specialized market niches, including new initiatives in specialized market niches, bolstering Fine Paper & Packaging, the acquisition also which we achieved despite challenging economic which we achieved despite challenging economic expands the technological capabilities of our Technical headwinds in Europe throughout most of the year. headwinds in Europe throughout most of the year. Products business, while giving us greater scale in % Change 2012 vs 2011 % Change 2012 vs 2011 several product categories and markets within Technical Operating Operating Products. income increased income increased 36% over 2011 36% over 2011 after adjusting after adjusting FiberMark was our fourth acquisition in as many years and we approach each transaction with a deep respect for acquisition for acquisition 6% 6% for the inherent difficulty of consolidating acquired integration integration 4% 4% 5% 5% and other one- and other one- operations, as we realize integration is where value is Net Sales Net Sales gained…or lost. I’m pleased to report that our team has time costs. Our time costs. Our Adj. EBIT Adj. EBIT Adj. EPS Adj. EPS In 2015, three strategic actions in particular helped OUR STRATEGY IS BUILT ON A PLATFORM OF OUR STRATEGY IS BUILT ON A PLATFORM OF higher sales and disciplined approach to managing moved quickly and effectively to execute our integration higher sales and disciplined approach to managing THREE IMPERATIVES: THREE IMPERATIVES: to further our strategy to become a leading specialty plan. We are realizing synergies at or ahead of schedule overhead and other costs allowed us to leverage overhead and other costs allowed us to leverage materials company. • • Focus on profitable, specialty niche markets Focus on profitable, specialty niche markets where we can establish where we can establish market market First, we began an organic investment to add positions based on our core strengths. positions based on our core strengths. transportation filtration capacity in the US by • Increase our size, growth rate and portfolio • Increase our size, growth rate and portfolio repurposing a fine paper machine at our Appleton, diversification in both Fine Paper and Technical diversification in both Fine Paper and Technical Wisconsin mill. With a top-line annual growth Products through organic means and Products through organic means and rate of 8 percent over the past 10 years, capacity complementary acquisitions. complementary acquisitions. for transportation filtration from our operations in and are confident we will deliver the attractive financial Neenah’s infrastructure, and helped boost operating Neenah’s infrastructure, and helped boost operating returns on this investment that our shareholders deserve margins to 9.9% versus 8.5% in 2011. margins to 9.9% versus 8.5% in 2011. and have come to expect from us. During the year, we also actively managed our During the year, we also actively managed our capital structure, redeeming $68 million of bonds capital structure, redeeming $68 million of bonds A third key initiative in 2015 was the sale of our non-woven wall covering mill in Lahnstein, Germany. entered into a new lending facility and improved the entered into a new lending facility and improved the This move reflects our commitment to a disciplined, terms and extended the maturity of our revolver— terms and extended the maturity of our revolver— continuous assessment of our business portfolio, and • Deliver consistent, attractive returns to our • Deliver consistent, attractive returns to our Germany is now nearly fully consumed. The our determination to either improve upon or divest investment in Appleton is a very capital-efficient shareholders through disciplined shareholders through disciplined solution to meet global customer demand for our management. management. products, and expands the geographic footprint of our businesses where we are not competitively advantaged These factors combined to drive a 50% increase in These factors combined to drive a 50% increase in and cannot meet our return standards. adjusted net income, which reached $46 million, or adjusted net income, which reached $46 million, or is evidence of our progress in each of these areas. is evidence of our progress in each of these areas. filtration business, which until now has been focused $2.78 per share. This was our highest level ever. $2.78 per share. This was our highest level ever. Through these three major initiatives, 2015 was an largely in Europe. Our customers have been highly DELIVERING PROFITABLE GROWTH AND DELIVERING PROFITABLE GROWTH AND supportive of the project, which is on track for start-up SHAREHOLDER VALUE SHAREHOLDER VALUE in early 2017. important year of reshaping Neenah – acquiring, Increased income levels along with our continued Increased income levels along with our continued building and refining capabilities to facilitate future growth in targeted areas and further focusing our Invested Capital (ROIC) of over 11% for 2012, up Invested Capital (ROIC) of over 11% for 2012, up Sales increased 16% from 2011 and exceeded Sales increased 16% from 2011 and exceeded portfolio in defensible and profitable market niches. sharply from 9% in 2011. This remains a key metric sharply from 9% in 2011. This remains a key metric $800 million. This was mainly due to our successful $800 million. This was mainly due to our successful Second, our acquisition of FiberMark in August guiding our investment decisions. guiding our investment decisions. acquisition of the Wausau premium paper brands acquisition of the Wausau premium paper brands 2015 was an important step to accelerate our premium FINANCIAL PERFORMANCE BUILT ON EXECUTION packaging strategy, increasing our presence in this market and adding complementary technologies to drive future growth, including extensive downstream execution enabled us to deliver on our commitment execution enabled us to deliver on our commitment Our financial results in 2015 reflected the fact that each to enhance shareholder value. Our total shareholder to enhance shareholder value. Our total shareholder of our businesses “kept its eye on the ball” with respect return for the past year was 30%, anchored by a return for the past year was 30%, anchored by a Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report 17% 17% 17% 17% 18% 18% 15% 15% % Change % Change 2015 vs. 2014 2015 vs. 2014 23% 23% CAGR 2011-2015 CAGR 2011-2015 9% 9% 8% 8% 6% 6% 18% 18% 13% 13% 3% 3% -2% -2% Net Sales Adj. EBIT Adj. EPS Net Sales Adj. EBIT Adj. EPS to the fundamentals of working with customers, • Return on capital, an ongoing priority for us, was 12 managing costs, and optimizing product mix, despite percent and well above our cost of capital, as profitable difficult economic conditions in some markets. As a FINE PAPER multinational company, we were not immune to the growth in our organic businesses helped offset short- term impacts from increased capital spending and the impacts of currency, especially on the top-line, but acquisition. were able to offset this at the bottom-line through Neenah is the leader in the North American premium Fine Paper market. Built on a tradition of quality our cost and pricing initiatives, and benefits of lower and service, we market some of the most recognized and preferred premium papers in North America, commodity input costs that were helped by the stronger US dollar. with distinguished brands including CLASSIC®, ASTROBRIGHTS®, ROYAL SUNDANCE®, % Change Southworth®, and ENVIRONMENT® Papers. • Finally, we continued to use a significant portion Neenah’s leadership role is supported by our broad range of colors, textures and other product of our cash flow to enhance returns for shareholders, features and we have world-class manufacturing, with three facilities located in Wisconsin. returning over $25 million through dividends and share buybacks in 2015. 1.5 We are also a pioneer in eco-friendly paper products. Our ENVIRONMENT® Paper is the premier 1.5 offering of recycled content papers in the market. Annual Dividends $/Share Annual Dividends $/Share $1.20 $1.32 $1.20 $1.32 $1.02 $1.02 2015 vs. 2014 23% CAGR 2011-2015 18% 13% 8% 3% -2% 9% 6% • • 18% $0.70 $0.70 1 1 17% 17% 15% $0.44 $0.48 OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS: $0.44 $0.48 0.5 0.5 for high-end traditional / digital printing for graphic imaging needs, such as business identification, marketing and promotional materials and writing papers 0 0 for specialized uses such as upscale packaging and labels 2011 2012 2013 2014 2015 2016 2011 2012 2013 2014 2015 2016 Net Sales Adj. EBIT Adj. EPS • for unique brightly colored papers for home, school or organization Unique colors, textures and finishes for identity, print collateral, invitations, advertising and envelopes teams, as both Technical Products and Fine Paper & Among the highlights of the past year: GRAPHIC IMAGING • Net sales increased 6 percent to $887.7 million. Contributing to the increase, Technical Products sales were up 6 percent, while Fine Paper & Packaging sales rose 2 percent. Excluding acquired FiberMark sales and unfavorable currency effects, consolidated net sales increased 3 percent from the prior year. • Operating income increased 17 percent, PREMIUM PACKAGING & LABEL benefitting from lower manufacturing input costs, • Adjusted earnings per diluted share increased 15 percent to $3.70. On a GAAP basis, earnings per share were $3.53, compared with $3.99 in 2014, however earnings in 2014 included recognition of a significant amount of R&D tax credits related to prior periods. • Cash provided by operations increased 18 percent BRIGHTS BUSINESS SEGMENTS FOCUSED ON GROWTH OPPORTUNITIES In 2015, we benefited from consistent execution by our Packaging delivered record results and strengthened their ability to capture future growth opportunities in their respective segments. Technical Products sharpened its focus on key global growth markets in 2015, delivering a 6 percent increase Net Sales Constant Currency (Dollars in Millions) Currency Impact Adj. EBIT Margins vs. 2015 450 400 � $35 $353 $403 $404 $366 $429 Image enhancing colors and textures of premium folded cartons, box wrap, bags, premium wine, beverage and spirit labels, food labels and hang tags in sales and an adjusted EBIT margin that topped 13 higher net selling prices and volume growth. percent. to $111.2 million and our balance sheet remained Deep, rich, vivid colors for flyers, posters, school supplies, crafting, direct mail advertising and promotions $318 $319 strong, enabling higher spending for our capital investment in transportation filtration capacity and the 1.5 $118 million acquisition of FiberMark, with debt at $1.32 year-end virtually unchanged from the prior year. Annual Dividends $/Share $1.20 $1.02 200 150 100 11% 12% 13% 2013 2014 2015 18% 17% 16% 15% 14% 13% 12% 11% 10% $0.70 $0.44 $0.48 1 0.5 0 2011 2012 2013 2014 2015 2016 Neenah Paper, Inc. 2015 Annual Report Net Sales (Dollars in millions) Adj. EBIT Margins $428 14% $436 14% 445 440 435 430 425 420 415 410 $443 15% 20.0% 19.0% 18.0% 17.0% 16.0% 15.0% 14.0% 13.0% 2013 2014 2015 Currency Impact Adj. EBIT Margins Net Sales Constant Currency (Dollars in Millions) $403 $429 $35 � $319 11% 12% 13% 18% 17% 16% 15% 14% 13% 12% 11% 450 400 200 150 100 T O O U R T O O U R 2013 2014 2015 SHAREHOLDERS SHAREHOLDERS 10% Within Technical Products our two main business lines, 2012 was a highly successful year for Neenah. 2012 was a highly successful year for Neenah. Filtration and Performance Materials, both produced At the front and center of our efforts was the At the front and center of our efforts was the high single-digit increases in net sales (in constant disciplined execution of our strategy, motivated disciplined execution of our strategy, motivated by a clear and consistent vision: To create value for our customers and shareholders by improving the currency) and significant growth in EBIT. The major by a clear and consistent vision: To create value for growth driver in both businesses is our ability to our customers and shareholders by improving the create customized solutions that meet customers’ high image and performance of everything we touch. image and performance of everything we touch. performance demands. Our continuing efforts to implement that vision led Our continuing efforts to implement that vision led to substantial growth in 2012, both top-line and to substantial growth in 2012, both top-line and Filtration continues to be led by transportation bottom-line, and allowed us to deliver returns to our bottom-line, and allowed us to deliver returns to our filtration, where our advanced technology gives us shareholders of 30%, more than twice that of the shareholders of 30%, more than twice that of the a competitive edge in this growing global market. broad markets. broad markets. In addition, innovative products for other filtration OUR STRATEGY IS BUILT ON A PLATFORM OF OUR STRATEGY IS BUILT ON A PLATFORM OF applications such as water, industrial catalytic THREE IMPERATIVES: conversion and beverages also drove profitable THREE IMPERATIVES: growth. Adding new capacity for transportation Focus on profitable, specialty niche markets • Focus on profitable, specialty niche markets • filtration in the US further establishes Neenah as a market where we can establish where we can establish market including new initiatives in specialized market niches, including new initiatives in specialized market niches, Fine Paper & Packaging continued to deliver solid results in 2015, with 2 percent growth in sales while maintaining which we achieved despite challenging economic which we achieved despite challenging economic attractive EBIT margins in excess of 15 percent. headwinds in Europe throughout most of the year. headwinds in Europe throughout most of the year. % Change 2012 vs 2011 % Change 2012 vs 2011 Net Sales (Dollars in millions) Operating Operating Adj. EBIT Margins $428 6% 6% 14% $436 5% 5% 14% Adj. EBIT Adj. EBIT Adj. EPS Adj. EPS 445 440 435 430 4% 425 4% 420 415 Net Sales Net Sales 410 income increased income increased 20.0% $443 36% over 2011 36% over 2011 19.0% after adjusting after adjusting 18.0% for acquisition for acquisition 15% integration integration and other one- and other one- 17.0% 16.0% 15.0% 14.0% time costs. Our time costs. Our 13.0% 2013 2014 2015 higher sales and disciplined approach to managing higher sales and disciplined approach to managing overhead and other costs allowed us to leverage overhead and other costs allowed us to leverage Within this segment, we serve several key markets: Neenah’s infrastructure, and helped boost operating Neenah’s infrastructure, and helped boost operating Commercial Print, for high-end business, professional, margins to 9.9% versus 8.5% in 2011. margins to 9.9% versus 8.5% in 2011. office, corporate identity and collateral materials; global competitor and enhances our opportunities for positions based on our core strengths. positions based on our core strengths. During the year, we also actively managed our During the year, we also actively managed our Consumer, which brands fine papers for personal • future growth. Our strategy for above-market growth Increase our size, growth rate and portfolio • Increase our size, growth rate and portfolio is to continue to build our core transportation business diversification in both Fine Paper and Technical diversification in both Fine Paper and Technical in Europe, to accelerate our growth internationally, and Products through organic means and Products through organic means and to develop or acquire new applications for our filtration complementary acquisitions. complementary acquisitions. expertise beyond our existing markets. • Deliver consistent, attractive returns to our • Deliver consistent, attractive returns to our shareholders through disciplined shareholders through disciplined Our Performance Materials portfolio includes saturated management. management. and coated backings for tapes and abrasives, as well as labels, security papers, heat transfer media and other is evidence of our progress in each of these areas. is evidence of our progress in each of these areas. specialized products. In 2015, we created a more DELIVERING PROFITABLE GROWTH AND unified global organizational structure for Performance DELIVERING PROFITABLE GROWTH AND Materials, to optimize our global asset footprint, SHAREHOLDER VALUE SHAREHOLDER VALUE enable closer coordination among our various product Sales increased 16% from 2011 and exceeded Sales increased 16% from 2011 and exceeded groups and provide customers with a single point of $800 million. This was mainly due to our successful $800 million. This was mainly due to our successful contact. This single global structure allows us to share acquisition of the Wausau premium paper brands acquisition of the Wausau premium paper brands intellectual capital and innovation across all of our capital structure, redeeming $68 million of bonds capital structure, redeeming $68 million of bonds use; and Premium Packaging, which includes image- enhancing boxes, wrapping and labels for luxury retail goods as well as food/beverage and beauty/fragrance entered into a new lending facility and improved the entered into a new lending facility and improved the terms and extended the maturity of our revolver— terms and extended the maturity of our revolver— products. In Commercial Print, where we maintain the leading brand and market share, we have continued to invest These factors combined to drive a 50% increase in These factors combined to drive a 50% increase in in improving our supply chain capabilities and adding adjusted net income, which reached $46 million, or adjusted net income, which reached $46 million, or products in growing areas such as wide format media, $2.78 per share. This was our highest level ever. $2.78 per share. This was our highest level ever. which is increasingly used for in-store signage. Increased income levels along with our continued Increased income levels along with our continued Within Consumer, we have continued to build our retail Invested Capital (ROIC) of over 11% for 2012, up Invested Capital (ROIC) of over 11% for 2012, up distribution and had a phenomenal year in 2015, growing sharply from 9% in 2011. This remains a key metric sharply from 9% in 2011. This remains a key metric 10 percent as we won or expanded distribution at guiding our investment decisions. guiding our investment decisions. Walmart, Amazon and Staples. Today, our retail channel sales represent 20 percent of total segment sales. Performance Material product lines, making us an even execution enabled us to deliver on our commitment execution enabled us to deliver on our commitment more effective partner to our customers. to enhance shareholder value. Our total shareholder to enhance shareholder value. Our total shareholder return for the past year was 30%, anchored by a return for the past year was 30%, anchored by a Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Premium Packaging also continues to grow, and we The talent and energy of our employees are essential are leveraging the strength of our high-end color and FINE PAPER texture capabilities as we focus on the high-end market to meeting these goals. We are fortunate to have over 2,400 dedicated team members worldwide who thrive in verticals of beauty, retail and beverage, where image a culture that embraces high achievement and support, the FiberMark acquisition provided new capabilities is essential to a brand’s success. As mentioned earlier, Neenah is the leader in the North American premium Fine Paper market. Built on a tradition of quality and service, we market some of the most recognized and preferred premium papers in North America, and values consistency, experimentation, accountability, and a shared commitment to success. We are also Neenah’s leadership role is supported by our broad range of colors, textures and other product features and we have world-class manufacturing, with three facilities located in Wisconsin. grateful for the support and guidance of our Board, and that are additive to our portfolio and helped to expand our addressable market. with distinguished brands including CLASSIC®, ASTROBRIGHTS®, ROYAL SUNDANCE®, Demand for premium packaging is growing and the Southworth®, and ENVIRONMENT® Papers. deeply appreciate the confidence of our customers and shareholders. We are also a pioneer in eco-friendly paper products. Our ENVIRONMENT® Paper is the premier offering of recycled content papers in the market. three verticals mentioned in the previous paragraph With the actions taken in 2015, we are more excited than represent an addressable market size of about $450 ever by our future opportunities. We look forward to million. Today we hold less than a 15 percent share OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS: continuing to reward your support as we unlock Neenah’s position in this market and are excited about the growth potential of this business and its role as an • for high-end traditional / digital printing for graphic imaging needs, such as business identification, marketing and promotional materials and writing papers potential as a leading global specialty materials company. important driver of future growth in Fine Paper • for specialized uses such as upscale packaging and labels Sincerely, & Packaging. • for unique brightly colored papers for home, school or organization STRONG, CONSISTENT FOCUS Unique colors, textures and finishes for identity, print collateral, invitations, advertising and envelopes John P. O’Donnell President and Chief Executive Officer At Neenah, we remain on a determined, steady path GRAPHIC IMAGING guided by well-established and sharply-focused performance objectives: √ Consistent, profitable top-line and bottom-line growth. √ High return on capital and return on equity. √ A flexible and prudent capital structure. PREMIUM PACKAGING & LABEL √ Attractive shareholder returns, including a Image enhancing colors and textures of premium folded cartons, box wrap, bags, premium wine, beverage and spirit labels, food labels and hang tags meaningful dividend. To achieve these objectives, our business teams will stay focused on meeting highly specialized performance requirements and customer needs in niche markets, fostering innovation, and managing BRIGHTS costs effectively. We will deploy our strong cash flows Deep, rich, vivid colors for flyers, posters, school supplies, crafting, direct mail advertising and promotions toward opportunities that generate the best returns, and as always, will remain disciplined in our approach to asset management. Neenah Paper, Inc. 2015 Annual Report TECHNICAL PRODUCTS The Technical Products group serves customers in transportation, and water filtration, industrial applications, medical packaging, image transfer papers and many others. Neenah is a leading producer of Technical Products, using various substrates to produce specialized materials that employ saturation, coating and other function- enhancing processes TECHNICAL PRODUCTS TECHNICAL PRODUCTS SHAREHOLDERS TECHNICAL PRODUCTS more than 70 countries through manufacturing facilities in the U.S., Germany, and the supported by R&D efforts transportation, and water filtration, industrial applications, focused on developing new processes and products medical packaging, image transfer papers and that will meet customers’ needs and drive our growth. many others. T O O U R Neenah is a leading producer of Technical Products, and abrasive backings, labels and other using various substrates to produce specialized materials that employ saturation, coating and other function- enhancing processes Neenah is a leading producer of Technical Products, 2012 was a highly successful year for Neenah. using various substrates to produce specialized materials Neenah is a leading producer of Technical Products, At the front and center of our efforts was the that employ saturation, coating and other function- using various substrates to produce specialized materials disciplined execution of our strategy, motivated and abrasive backings, labels and other enhancing processes that employ saturation, coating and other function- by a clear and consistent vision: To create value for enhancing processes OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS: as diverse as medical packaging, labels, and outdoor advertising providing essential filtration capabilities for transportation, water and other uses The Technical Products group serves customers in transportation, and water filtration, industrial applications, including new initiatives in specialized market niches, more than 70 countries through manufacturing facilities medical packaging, image transfer papers and transportation, and water filtration, industrial applications, which we achieved despite challenging economic in the U.S., Germany, and the supported by R&D efforts many others. medical packaging, image transfer papers and headwinds in Europe throughout most of the year. focused on developing new processes and products many others. The Technical Products group serves customers in • meeting specialized needs for strength, durability resistance to water and contamination in products that will meet customers’ needs and drive our growth. more than 70 countries through manufacturing facilities % Change 2012 vs 2011 The Technical Products group serves customers in in the U.S., Germany, and the U.K., supported by R&D efforts in the U.S., Germany, and the supported by R&D efforts more than 70 countries through manufacturing facilities income increased focused on developing new processes and products that will focused on developing new processes and products in the U.S., Germany, and the supported by R&D efforts 36% over 2011 meet customers’ needs and drive our growth. that will meet customers’ needs and drive our growth. focused on developing new processes and products after adjusting that will meet customers’ needs and drive our growth. • meeting specialized needs for strength, durability resistance to water and contamination in products for acquisition OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS: sepat dna sevisarba sa hcus snoitacilppa lairtsudni rof stcudorp ni ecnamrofrep roirepus gnilbane providing essential filtration capabilities for transportation, water and other uses OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS: and abrasive backings, labels and other image and performance of everything we touch. and abrasive backings, labels and other Our continuing efforts to implement that vision led as diverse as medical packaging, labels, and outdoor advertising High-performance filtration media for transportation, industrial water and other markets bottom-line, and allowed us to deliver returns to our to substantial growth in 2012, both top-line and FILTRATION our customers and shareholders by improving the Operating 6% • • • 5% • OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS: • integration providing essential filtration capabilities for transportation, water and other uses sepat dna sevisarba sa hcus snoitacilppa lairtsudni rof stcudorp ni ecnamrofrep roirepus gnilbane 4% shareholders of 30%, more than twice that of the • and other one- • meeting specialized needs for strength, durability resistance to water and contamination in products providing essential filtration capabilities for transportation, water and other uses broad markets. as diverse as medical packaging, labels, and outdoor advertising • meeting specialized needs for strength, durability resistance to water and contamination in products time costs. Our as diverse as medical packaging, labels, and outdoor advertising sepat dna sevisarba sa hcus snoitacilppa lairtsudni rof stcudorp ni ecnamrofrep roirepus gnilbane • FILTRATION OUR STRATEGY IS BUILT ON A PLATFORM OF • High-performance filtration media for transportation, industrial water and other markets THREE IMPERATIVES: sepat dna sevisarba sa hcus snoitacilppa lairtsudni rof stcudorp ni ecnamrofrep roirepus gnilbane overhead and other costs allowed us to leverage higher sales and disciplined approach to managing Net Sales Adj. EBIT Adj. EPS Focus on profitable, specialty niche markets • FILTRATION BACKINGS High-performance filtration media for transportation, industrial water and other markets FILTRATION Saturated and coated papers used for backing of specialty abrasives and tapes to enhance their performance, and High-performance filtration media for transportation, industrial water and other markets margins to 9.9% versus 8.5% in 2011. During the year, we also actively managed our where we can establish positions based on our core strengths. market Neenah’s infrastructure, and helped boost operating • Increase our size, growth rate and portfolio diversification in both Fine Paper and Technical BACKINGS Products through organic means and capital structure, redeeming $68 million of bonds entered into a new lending facility and improved the Saturated and coated papers used for backing of specialty abrasives and tapes to enhance their performance, and terms and extended the maturity of our revolver— complementary acquisitions. • Deliver consistent, attractive returns to our BACKINGS PERFORMANCE MATERIALS Saturated and coated papers used for backing of specialty abrasives and tapes to enhance their performance, and SPECIALTIES BACKINGS products for a variety of other end markets including labels, durable printing, and medical packaging applications Saturated and coated papers used for backing of specialty abrasives and tapes to enhance their performance, and These factors combined to drive a 50% increase in shareholders through disciplined management. is evidence of our progress in each of these areas. adjusted net income, which reached $46 million, or $2.78 per share. This was our highest level ever. SPECIALTIES Increased income levels along with our continued DELIVERING PROFITABLE GROWTH AND products for a variety of other end markets including labels, durable printing, and medical packaging applications SHAREHOLDER VALUE SPECIALTIES Sales increased 16% from 2011 and exceeded sharply from 9% in 2011. This remains a key metric products for a variety of other end markets including labels, durable printing, and medical packaging applications SPECIALTIES $800 million. This was mainly due to our successful products for a variety of other end markets including labels, durable printing, and medical packaging applications Neenah Paper, Inc. 2014 Annual Report acquisition of the Wausau premium paper brands guiding our investment decisions. Invested Capital (ROIC) of over 11% for 2012, up Neenah Paper, Inc. 2014 Annual Report return for the past year was 30%, anchored by a execution enabled us to deliver on our commitment to enhance shareholder value. Our total shareholder Neenah Paper, Inc. 2014 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2014 Annual Report FINE PAPER FINE PAPER & PACKAGING Neenah is the leader in the North American premium Neenah is the leader in the North American premium Neenah leads the North American market in the Fine Paper market. Built on a tradition of quality creation and manufacturing of premium paper fine paper market. Built on a tradition of quality and service, we market some of the most recognized and packaging. The Neenah Fine Paper portfolio and service, we market some of the most recognized and preferred premium papers in North America, includes recognizable and distinguished brands like and preferred premium papers in North America, CLASSIC®, ENVIRONMENT®, ROYAL SUNDANCE®, with distinguished brands including CLASSIC®, with distinguished brands including CLASSIC®, ASTROBRIGHTS®, TOUCHE®, and Southworth®. With ASTROBRIGHTS®, ASTROBRIGHTS®, multiple manufacturing facilities specializing in color, Southworth®, and ENVIRONMENT® Papers. Southworth®, and ENVIRONMENT®, the premier texture and specialty features there is an endless offering of recycled content papers in the market. combination of paper, packaging and envelopes available, with manufacturing facilities in the U.S. ROYAL SUNDANCE®, ROYAL SUNDANCE®, Neenah’s leadership role is supported by our Neenah Premium Packaging provides unique, Our products are also used in premium packaging broad range of colors, textures and other product sustainable and custom solutions for many of the and label applications for goods such as spirits, jewelry, features and we have world-class manufacturing, cosmetics and electronics. world’s leading and emerging brands in cosmetics and with three facilities located in Wisconsin. fragrances; wine, spirits and craft beer; and retail. Our Neenah’s leadership role is supported by our offering includes packaging papers for bags, box wraps, broad range of colors, textures and other product We are also a pioneer in eco-friendly paper gift cards, gift card carriers, hangtags, labels, folding features and world-class manufacturing, with products. Our ENVIRONMENT® Paper is the premier board and fragrance strips. We provide captivating four facilities located in Wisconsin. offering of recycled content papers in the market. colors and textures, customized for brands or ready- made, as well as high-performance products and hands- on customer service. OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS: • OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS: for high-end traditional / digital printing for graphic imaging needs, such as business identification, marketing and promotional materials • high-end offset/digital printing of marketing and advertising collateral and • for high-end traditional / digital printing for graphic imaging needs and writing papers business identity systems such as marketing and promotional materials, business identification, for specialized uses such as upscale packaging and labels • and writing papers • specialized uses such as upscale packaging and labels in the beauty, for unique brightly colored papers for home, school or organization • • for specialized uses such as upscale packaging and labels alcohol and retail markets • • unique, brightly colored papers for home, school or organization for unique brightly colored papers for home, school or organization GRAPHIC IMAGING Unique colors, textures and finishes for identity, print collateral, invitations, advertising and envelopes GRAPHIC IMAGING GRAPHIC IMAGING Unique colors, textures and finishes for identity systems, invitations, advertising and marketing collateral, and envelopes PREMIUM PACKAGING & LABEL Image enhancing colors and textures of premium folded cartons, box wrap, bags, premium wine, beverage and PREMIUM PACKAGING spirit labels, food labels and hang tags Image-enhancing colors and textures for premium folded cartons, box wrap, bags and hang tags, and labels for Image-enhancing colors and textures of premium folded cartons, box wrap, bags, premium wine, beverage, wine, spirits and craft beer spirit and food labels and hang tags BRIGHTS Deep, rich, vivid colors for flyers, posters, school supplies, crafting, direct mail advertising and promotions Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2014 Annual Report NEENAH PAPER, INC. 2013 ANNUAL REPORT 5  MERRILL CORPORATION CHE108062//22-MAR-16 03:02 DISK131:[16ZAE1.16ZAE45501]BC45501A.;2 mrll_0915.fmt Free: 4030DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 61421 31OCT201109101132 31OCT201109101132 NOTICE OF 2016 ANNUAL MEETING AND PROXY STATEMENT NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT P r o x y Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: BC45501A.;2 v6.8  MERRILL CORPORATION CHE108077//22-MAR-16 03:36 DISK131:[16ZAE1.16ZAE45501]BD45501A.;5 MERRILL CORPORATION CHE108077//22-MAR-16 03:36 DISK131:[16ZAE1.16ZAE45501]BD45501A.;5 mrll_0915.fmt Free: 25DM/0D Foot: 0D/ 0D VJ Seq: 1 Clr: 0 mrll_0915.fmt Free: 25DM/0D Foot: 0D/ 0D VJ Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 53437 1 C Cs: 53437 31OCT201109101132 31OCT201109101132 31OCT201109101132 April 11, 2016 April 11, 2016 Dear Stockholder: Dear Stockholder: On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2016 Annual On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2016 Annual Meeting of Stockholders of Neenah Paper, Inc. to be held at the Company’s headquarters located at Meeting of Stockholders of Neenah Paper, Inc. to be held at the Company’s headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Thursday, Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Thursday, May 26, 2016 at 10:00 a.m., Eastern Time. May 26, 2016 at 10:00 a.m., Eastern Time. In 2015, we continued our trend of consistently improving results for Neenah and for our In 2015, we continued our trend of consistently improving results for Neenah and for our stockholders. In addition to delivering double digit bottom line growth in each of our businesses, we stockholders. In addition to delivering double digit bottom line growth in each of our businesses, we undertook a number of important strategic initiatives that are helping to shape Neenah as a leader in undertook a number of important strategic initiatives that are helping to shape Neenah as a leader in growing and defensible specialty material niche markets. This included an organic investment currently growing and defensible specialty material niche markets. This included an organic investment currently trajectory in targeted underway in the US to add filtration capacity, the acquisition of FiberMark, a company that overlapped underway in the US to add filtration capacity, the acquisition of FiberMark, a company that overlapped many of our markets and provided enhanced capabilities to grow our premium packaging business, and many of our markets and provided enhanced capabilities to grow our premium packaging business, and the divestiture of a non-core wall covering mill in Germany. We are deploying our strong cash flows the divestiture of a non-core wall covering mill in Germany. We are deploying our strong cash flows towards opportunities that generate the best returns while remaining focused and disciplined on asset towards opportunities that generate the best returns while remaining focused and disciplined on asset management, maintaining our attractive Return on Invested Capital and strong balance sheet. Finally, management, maintaining our attractive Return on Invested Capital and strong balance sheet. Finally, we continue to prioritize a portion of our cash flows directly to shareholders, returning over $25 million we continue to prioritize a portion of our cash flows directly to shareholders, returning over $25 million through dividends and share buybacks in 2015, and announcing a 6th consecutive year of double-digit through dividends and share buybacks in 2015, and announcing a 6th consecutive year of double-digit increases in our dividends. increases in our dividends. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT Neenah’s growth We are proud of our results and of the contributions of Neenah’s dedicated employees around the We are proud of our results and of the contributions of Neenah’s dedicated employees around the world that helped to create this value and appreciate the confidence and ongoing support of our stockholders. world that helped to create this value and appreciate the confidence and ongoing support of our stockholders. The formal business to be transacted at the 2016 Annual Meeting includes: The formal business to be transacted at the 2016 Annual Meeting includes: P r o x y • The election of the three nominees detailed in this Proxy Statement as Class III directors for a • The election of the three nominees detailed in this Proxy Statement as Class III directors for a three-year term; three-year term; • Approval of an advisory vote on the Company’s executive compensation; and • Approval of an advisory vote on the Company’s executive compensation; and • The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent • The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. registered public accounting firm for the fiscal year ending December 31, 2016. At the meeting, we will provide a brief report on our results and strategies. Our directors and At the meeting, we will provide a brief report on our results and strategies. Our directors and executive officers, as well as representatives from Deloitte & Touche LLP, will be in attendance to executive officers, as well as representatives from Deloitte & Touche LLP, will be in attendance to answer any questions you may have. answer any questions you may have. Regardless of whether you choose to attend or not, please either vote electronically using the Regardless of whether you choose to attend or not, please either vote electronically using the Internet, vote by telephone, or follow the procedures for requesting written copies of the proxy Internet, vote by telephone, or follow the procedures for requesting written copies of the proxy materials described in the attached Proxy Statement and mark, date, sign and return the proxy card materials described in the attached Proxy Statement and mark, date, sign and return the proxy card included with those materials at your earliest convenience. This will assure your shares will be included with those materials at your earliest convenience. This will assure your shares will be represented and voted at the Annual Meeting. represented and voted at the Annual Meeting. Sincerely, Sincerely, 15MAR201217460616 15MAR201217460616 JOHN P. O’DONNELL President and Chief Executive Officer JOHN P. O’DONNELL President and Chief Executive Officer Neenah Paper Inc DEF 14A Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: BD45501A.;5 File: BD45501A.;5 v6.8 v6.8 P r o x y MERRILL CORPORATION CHE108077//22-MAR-16 03:37 DISK131:[16ZAE1.16ZAE45501]BE45501A.;5 mrll_0915.fmt Free: 78DM/0D Foot: 0D/ 0D VJ Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 56409 31OCT201109101132 31OCT201109101132 Neenah Paper, Inc. Preston Ridge III 3460 Preston Ridge Road, Suite 600 Alpharetta, Georgia 30005 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 26, 2016 NOTICE HEREBY IS GIVEN that the 2016 Annual Meeting of Stockholders of Neenah Paper, Inc. will be held at the Company’s headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Thursday, May 26, 2016 at 10:00 a.m., Eastern time, for the purpose of considering and voting upon: NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT 1. A proposal to elect the three nominees named as Class III directors in the attached Proxy Statement to serve until the 2019 Annual Meeting of Stockholders; 2. A proposal to approve, on an advisory basis, the Company’s executive compensation; 3. A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Neenah Paper, Inc. for the fiscal year ending December 31, 2016; and 4. Such other business as properly may come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting. Information relating to the above matters is set forth in the attached Proxy Statement. Stockholders of record at the close of business on March 31, 2016 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof. The Proxy Statement and the 2015 Annual Report to Stockholders are available at www.neenah.com/proxydocs. By order of the Board of Directors. 29APR200510193718 29APR200510193718 STEVEN S. HEINRICHS Senior Vice President, General Counsel and Secretary Alpharetta, Georgia April 11, 2016 PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN VOTE ELECTRONICALLY, BY TELEPHONE, OR REQUEST PRINTED PROXY MATERIALS AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE PROXY CARD INCLUDED WITH THE PROXY MATERIALS IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: BE45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:08 DISK131:[16ZAE1.16ZAE45501]BG45501A.;5 mrll_0915.fmt Free: 2630DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 12240 Table of Contents ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BENEFICIAL OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ELECTION OF DIRECTORS (ITEM 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2) . . . . . . . . . . . . . . . . . . . . . ADDITIONAL EXECUTIVE COMPENSATION INFORMATION . . . . . . . . . . . . . . . . . . . . . . COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . . . . . . . . SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . . . AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STOCKHOLDERS’ PROPOSALS FOR 2017 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING . . . . . . . . . . . . . HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS . 3 3 6 9 12 14 18 20 30 31 33 41 41 42 43 43 43 44 45 45 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: BG45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]DA45501A.;5 mrll_0915.fmt Free: 150D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 27693 31OCT201109101132 31OCT201109101132 PROXY STATEMENT General Information Our Board of Directors is soliciting proxies from our stockholders in connection with Neenah’s Annual Meeting of Stockholders. When used in this Proxy Statement, the terms ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘the Company’’ and ‘‘Neenah’’ refer to Neenah Paper, Inc. This Proxy Statement and our 2015 Annual Report are first being mailed to stockholders who requested copies, or made available on April 11, 2016. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT Questions and Answers about the Annual Meeting and Voting P r o x y When and where is the Annual Meeting? When: Thursday, May 26, 2016, at 10:00 A.M. Eastern Daylight Time Where: Company headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 Who is entitled to vote at the Annual Meeting? You are entitled to vote at the Annual Meeting if you owned our common stock, par value $0.01 per share, as of the close of business March 31, 2016 (the ‘‘Record Date’’), with each share entitling its owner to one vote on each matter submitted to the stockholders. On the record date 16,736,282 shares of common stock were outstanding and eligible to be voted at the Annual Meeting. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. How do I vote at the Annual Meeting? You may vote in person at the Annual Meeting or by proxy. We recommend you vote by proxy even if you plan to attend the Annual Meeting. You can always change your vote at the meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If you plan to attend the meeting in person you must provide proof of your ownership of our common stock as of the record date, such as an account statement, and a form of personal identification for admission to the meeting. If you hold your shares in street name and you also wish to be able to vote at the annual meeting, you are required to obtain a proxy from your bank or broker, executed in your favor. If your shares are held in your name, you can vote by proxy in three convenient ways: • Via the Internet: Go to http://www.proxyvote.com and follow the instructions. • By Telephone: Call toll-free 1-800-690-6903 and follow the instructions. 3 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DA45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]DA45501A.;5 mrll_0915.fmt Free: 110D*/120D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 9648 • By Mail: Request a printed copy of the proxy materials disclosed in this Proxy Statement and complete, sign, date and return your proxy card in the envelope included with your printed proxy materials. If your shares are held in street name, the availability of telephone and internet voting will depend on the voting processes of the applicable bank or brokerage firm; therefore, it is recommended that you follow the voting instructions on the form you receive from your bank or brokerage firm. All properly executed proxies received by Neenah in time to be voted at the Annual Meeting and not revoked will be voted at the Annual Meeting in accordance with the directions noted on the proxy card. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment. We are also sending the Notice and voting materials to participants in various employee benefit plans of Neenah. The trustee of each plan, as the stockholder of record of the shares of common stock held in the plan, will vote whole shares of stock attributable to each participant’s interest in the plan in accordance with the directions the participant gives or, if no directions are given by the participant, in accordance with the directions received from the applicable plan committees. Can I Change My Vote? Any stockholder of record delivering a proxy has the power to revoke it at any time before it is voted: (i) by giving written notice to Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary of Neenah, at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia, 30005; (ii) by submitting a proxy card bearing a later date, including a proxy submitted via the Internet or by telephone; or (iii) by voting in person at the Annual Meeting. Please note, however, that any beneficial owner of our common stock whose shares are held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares in person at the Annual Meeting only in accordance with applicable rules and procedures as then may be employed by such beneficial owner’s brokerage firm or bank. What Proposals am I being asked to vote on at the Annual Meeting and what is required to approve each proposal? You are being asked to vote on three proposals: Proposal 1 the election of the proposed nominees as Class III directors; Proposal 2 the approval, in a non-binding advisory vote, of Neenah’s executive compensation; and Proposal 3 the ratification of the appointment of our independent public accounting firm. In voting with regard to Proposal 1, you may vote in favor of each nominess, against each nominee, or may abstain from voting. A majority of the shares of common stock represented and entitled to vote on Proposal 1 is required for the election of each director, provided a quorum is present. Abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for the proposal, and therefore will have the same legal effect as votes against the proposal. In voting with regard to Proposal 2, you may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 2 is majority of the shares of common stock represented and entitled to vote on Proposal 2, provided a quorum is present. Abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for the proposal, and therefore will have the same legal effect as votes against the proposal. In voting with regard to Proposal 3, you may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 3 is a majority of the shares of common stock represented and entitled to vote at the Annual Meeting, provided a quorum is present. 4 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DA45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]DA45501A.;5 mrll_0915.fmt Free: 5DM/0D Foot: 0D/ 0D VJ Seq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 3918 P r o x y Abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for the proposal, and therefore will have the same legal effect as votes against the proposal. Neenah is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion. 31OCT201109101132 What happens if I don’t return my proxy card or vote my shares? If you hold your shares directly your shares will not be voted if you do not return your proxy card or vote in person at the Annual Meeting. If your shares are held in the name of a bank or brokerage firm (in ‘‘street name’’) and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion for proposals which are considered ‘‘discretionary’’ proposals. We believe that Proposal 3 is a discretionary proposal. Brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the broker for proposals which are considered ‘‘non-discretionary’’ (a ‘‘broker non-vote’’). We believe Proposals 1 and 2 are non-discretionary proposals. As such, broker non-votes will be counted for the purpose of determining if a quorum is present, but will not be considered as shares entitled to vote on Proposals 1 and 2, and therefore will have no effect on the outcome of these proposals. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT What happens if I sign, date and return my proxy card but do not specify how to vote my shares? If a signed proxy card is received which does not specify a vote or an abstention, then the shares represented by that proxy card will be voted FOR the election of all Class III director nominees described herein, FOR the approval of the Company’s executive compensation, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016. Why haven’t I received a printed copy of the Proxy Statement or annual report? We are choosing to follow the Securities and Exchange Commission (‘‘SEC’’) rules that allow companies to furnish proxy materials to stockholders via the Internet. If you received a Notice of Internet Availability of Proxy Materials, or ‘‘Notice,’’ by mail, you will not receive a printed copy of the proxy materials, unless you specifically request one. The Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by April 11, 2016. Who pays for the cost of this proxy solicitation? We will bear the cost of preparing, printing and filing the Proxy Statement and related proxy materials. In addition to soliciting proxies through the mail, we may solicit proxies through our directors, officers and employees, in person and by telephone or email and facsimile. We expect to retain Okapi Partners LLC to aid in the solicitation at a cost of approximately $8,000, plus reimbursement of out-of-pocket expenses. Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held of record by them. We will pay all expenses incurred in connection with the solicitation of proxies. When will voting results be made available? We will announce the final results on our web site at www.neenah.com shortly after the meeting and on Form 8-K immediately following the meeting. 5 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DA45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DC45501A.;5 mrll_0915.fmt Free: 130D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 52658 BENEFICIAL OWNERSHIP DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2016 with respect to: (i) each of our directors; (ii) each of the named executive officers appearing elsewhere herein; and (iii) all executive officers and directors as a group, based in each case on information furnished to us by such persons. As used in this Proxy Statement, ‘‘beneficial ownership’’ means that a person has, as of March 31, 2016, or may have within 60 days thereafter, the sole or shared power to vote or direct the voting of a security and/or the sole or shared investment power to dispose of or direct the disposition of a security. Name Shares Beneficially Owned(1) Percent of Class(2) Margaret S. Dano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sean T. Erwin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Edward Grzedzinski . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Steven S. Heinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonnie C. Lind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John P. O’Donnell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Julie A Schertell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . James R. Piedmonte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All directors and executive officers as a group (15 persons) . . . . . . . . . . . . . . . 1,290(3) 17,575(4) 17,315(5) 27,047(6) 32,053(7) 15,205(8) 4,155 15,150(9) 64,434(10) 9,865(11) 49,801(12) 48,255(13) 333,003(14) * * * * * * * * * * * * 2.0 (1) Except as otherwise noted, the directors and executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed. Shares of common stock held by the trustee of Neenah’s 401(k) Retirement Plan and Retirement Contribution Plan for the benefit of, and which are attributable to our executive officers are included in the table. (2) An asterisk indicates that the percentage of common stock beneficially owned by the named individual does not exceed 1% of the total outstanding shares of our common stock. (3) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. (4) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. This total does not include 3,500 vested Stock Appreciation Rights. (5) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. (6) This total does not include 5,670 vested Stock Appreciation Rights. (7) This total does not include 11,790 vested Stock Appreciation Rights. (8) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. This total does not include 12,070 vested Stock Appreciation Rights. 6 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DC45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DC45501A.;5 mrll_0915.fmt Free: 4550DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 42628 (9) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. (10) This total does not include 20,303 vested Stock Appreciation Rights. (11) This total does not include 13,873 vested Stock Appreciation Rights. 31OCT201109101132 (12) This total does not include 10,422 vested Stock Appreciation Rights. (13) Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. (14) On July 1, 2014 the Company converted all outstanding Stock Options to Stock Appreciation Rights which are not included in the calculation of beneficial ownership. Stock Appreciation Rights are disclosed in detail under the Outstanding Equity at the End of 2015 section of this Proxy Statement. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT P r o x y 7 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DC45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DC45501A.;5 mrll_0915.fmt Free: 2250DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 29628 THIRD PARTIES The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2015 for each person known to us to be the beneficial owner of more than 5% of our outstanding common stock. Name and Address of Beneficial Owner Common Stock Beneficially Owned Number of Shares Percent of Class Blackrock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,607,005(1) 9.6% 55 East 52nd Street New York, NY 10055 Royce & Associates LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,584,863(2) 9.5% 745 Fifth Ave. New York, NY 10151 FMR LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 852,680(3) 5.1% 245 Summer Street Boston, MA 02210 (1) The amount shown and the following information is derived from the Schedule 13G filed by BlackRock, Inc. on January 27, 2016, reporting beneficial ownership as of December 31, 2015. Of the 1,607,005 shares shown, BlackRock, Inc. has sole dispositive power over all of the shares and sole voting power over 1,559,850 shares. (2) The amount shown and the following information is derived from the Schedule 13G filed by Royce & Associates, LLC on January 19, 2016, reporting beneficial ownership as of December 31, 2015. Of the 1,584,863 shares shown, Royce & Associates, LLC has sole dispositive power over all shares and sole voting power over all shares. (3) The amount shown and the following information is derived from the Schedule 13G filed by FMR LLC, on February 12, 2016, reporting beneficial ownership as of December 31, 2015. Of the 852,680 shares shown FMR LLC has sole dispositive power over all of the shares, and sole voting power over 2,580 shares. 8 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DC45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DE45501A.;6 mrll_0915.fmt Free: 10D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 16158 P r o x y ELECTION OF DIRECTORS (ITEM 1) The Board currently consists of eight members divided into two classes of three directors and one class of two directors. The directors in each class serve three year terms, with the terms of the Class III directors expiring at the 2016 Annual Meeting. Edward Grzedzinski, who is a Class III director, has announced his intention to resign from the Board effective as of the 2016 Annual Meeting. At that time the Board will consist of seven members divided into two classes of two directors and one class of three directors. The Board has reassigned Timothy S. Lucas from a Class I Director to a Class III director to stand for election in 2016. The Board has nominated Sean T. Erwin, John F. McGovern and Timothy S. Lucas, each a current director of Neenah, for re-election as Class III directors at the 2016 Annual Meeting. If elected, the nominees will serve a three-year term expiring at the 2019 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The Board will search for a director to replace Mr. Grzedzinski, and when a new director is identified and appointed to the Board, the Board will increase to eight members and the appointed director will stand for reelection at the next annual meeting of stockholders. 31OCT201109101132 Each of the nominees has consented to serve another term as a director if re-elected. If any of the NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT nominees should be unavailable to serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser number of directors. If any incumbent nominee for director in an uncontested election should fail to receive the required affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting, under Delaware law the director remains in office as a ‘‘holdover’’ director until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. In the event of a holdover director, the Board of Directors in its discretion may request the director to resign from the Board. If the director resigns, the Board of Directors may immediately fill the resulting vacancy, allow the vacancy to remain open until a suitable candidate is located and appointed or adopt a resolution to decrease the authorized number of directors. The Board unanimously recommends that the stockholders vote ‘‘FOR’’ the proposal to elect Sean T. Erwin, John F. McGovern and Timothy S. Lucas as Class III directors for a three-year term expiring at the 2019 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Set forth below is certain information as of March 31, 2016, regarding the nominees and each director continuing in office, including their ages, principal occupations (which have continued for at least the past five years unless otherwise noted), current Board experience and participation, and how the background, experience and qualification of each nominee and director make them well suited to serve on Neenah’s Board. Information Regarding Directors Nominated for Reelection Sean T. Erwin, born in 1951, is the Chairman of our Board of Directors. Mr. Erwin served as Neenah’s President and Chief Executive Officer from 2004 through May 2011. Prior to the spin-off of Neenah from Kimberly-Clark Corporation on November 30, 2004 (the ‘‘spin-off’’), Mr. Erwin had been an employee of Kimberly-Clark since 1978, and had held increasingly senior positions in both finance and business management. In January 2004, Mr. Erwin was named President of Kimberly-Clark’s Pulp and Paper Sector, which comprised the businesses transferred to us by Kimberly-Clark in the spin-off. He served as the President of the Global Nonwoven business from early 2001. He has also served as the President of the European Consumer Tissue business, Managing Director of Kimberly-Clark 9 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DE45501A.;6 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DE45501A.;6 mrll_0915.fmt Free: 50D*/120D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 49068 Australia, as well as previously serving as President of the Pulp and Paper Sector, and President of the Technical Paper business. Mr. Erwin received his BS in Accounting and Finance from Northern Illinois University. Mr. Erwin currently serves as a director of Carmike Cinemas, Inc. Mr. Erwin has served as a director of Neenah since November 30, 2004. Mr. Erwin’s extensive experience as former CEO of the Company and his vast industry experience and leadership positions make him an effective member of Neenah’s Board. John F. McGovern, born in 1946, is the founder, and since 1999 a partner, of Aurora Capital LLC, a private investment and consulting firm based in Atlanta, Georgia. Prior to founding Aurora Capital, Mr. McGovern served in a number of positions of increasing responsibility at Georgia-Pacific Corporation from 1981 to 1999, including Executive Vice President/Chief Financial Officer from 1994 to 1999. Previously, Mr. McGovern had been Vice President and Director, Forest Products and Package Division of Chase Manhattan Bank. He currently serves as a director of Xerium Technologies, Inc. where he serves as audit committee chairman. Mr. McGovern also served as a director of NewPage Corporation from 2012 to 2015 and Collective Brands Inc. from 2003 to 2012. From 2006 to 2010 Mr. McGovern served as lead director of Neenah’s Board for all executive sessions of non-management directors and currently serves in a similar capacity as presiding director for meetings of all of Neenah’s independent directors. Mr. McGovern has served as a director of Neenah since January 10, 2006. Mr. McGovern received his BS from Fordham University. Mr. McGovern’s extensive experience as the senior financial executive of a multi-national paper products company and his experience as an executive in the financial services industry as well as his experience on other public company boards make him an effective member of Neenah’s Board. Timothy S. Lucas, CPA, born in 1946, has served as an independent consultant on financial reporting issues practicing as Lucas Financial Reporting since 2002. From 1988 to 2002, Mr. Lucas worked at the Financial Accounting Standards Board (‘‘FASB’’), where he was the Director of Research and Technical Activities, and Chairman of the FASB’s Emerging Issues Task Force. Mr. Lucas has served as a director of Neenah since November 30, 2004. Mr. Lucas received his BA in Economics and BS in Accounting from Rice University and his Master of Accounting from the Jesse H. Jones Graduate School, Rice University. Mr. Lucas’ experience at FASB and his educational background make him an effective member of Neenah’s Board. Class I Directors—Term Expiring at the 2017 Annual Meeting Philip C. Moore, born in 1953, is Senior Vice President, Deputy General Counsel and Corporate Secretary of TD Bank Group, Toronto, Canada. Mr. Moore joined TD Bank Group in May, 2013, prior to which he had been a partner at McCarthy T´etrault LLP, Canada’s national law firm where he practiced corporate and securities law, with particular emphasis on corporate governance and finance, mergers and acquisitions and other business law issues. He has been involved in many corporate mergers, acquisitions, dispositions and reorganizations, as well as capital markets transactions in a variety of industries and geographies. Mr. Moore has extensive experience in corporate transactions involving the pulp and paper industries. Mr. Moore has been awarded the designation ‘‘Chartered Director’’ from the Directors College, Canada’s leading director education program run by McMaster University and the Conference Board of Canada. He has advised on the design and implementation of numerous executive compensation plans, as well as on executive compensation governance matters. From 1994 until 2000 he was a director of Imax Corporation and is currently a director of a number of private corporations. Mr. Moore has served as a director of Neenah since November 30, 2004. Mr. Moore received his BA from McMaster University and his LLB from Queen’s University. Mr. Moore’s educational background and extensive experience in corporate governance and business law makes him an effective member of Neenah’s Board. John P. O’Donnell, born in 1960, is President and Chief Executive Officer of the Company. Prior to John P. O’Donnell, born in 1960, has been President and Chief Executive Officer of the Company since being CEO, Mr. O’Donnell served as Chief Operating Officer of the Company and President, Fine May 2011, and a director of Neenah since November 2010. Prior to being CEO, Mr. O’Donnell served as Chief Operating Officer of the Company and President, Fine Paper. Mr. O’Donnell was employed by 10 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DE45501A.;6 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DE45501A.;6 MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DE45501A.;6 mrll_0915.fmt Free: 11DM/0D Foot: 0D/ 0D VJ Seq: 3 Clr: 0 mrll_0915.fmt Free: 11DM/0D Foot: 0D/ 0D VJ Seq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 40979 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 40979 P r o x y Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in increasingly senior management positions in the Consumer Products division. Mr. O’Donnell served as increasingly senior management positions in the Consumer Products division. Mr. O’Donnell served as the Consumer Products division. Mr. O’Donnell served as President of the North American Retail President of the North American Retail Business from 2004 through 2007, and as President of the President of the North American Retail Business from 2004 through 2007, and as President of the Business from 2004 through 2007, and as President of the North American Commercial Tissue business North American Commercial Tissue business from 2002 through 2004. Mr. O’Donnell received his BS North American Commercial Tissue business from 2002 through 2004. Mr. O’Donnell received his BS from 2002 through 2004. Mr. O’Donnell received his BS from Iowa State University. Mr. O’Donnell’s from Iowa State University. Mr. O’Donnell’s extensive experience in the paper and consumer products from Iowa State University. Mr. O’Donnell’s extensive experience in the paper and consumer products extensive experience in the paper and consumer products industries, and his leadership positions in the 31OCT201109101132 industries, and his leadership positions in the Company, make him an effective member of industries, and his leadership positions in the Company, make him an effective member of Company, make him an effective member of Neenah’s Board. Neenah’s Board. Neenah’s Board. 2018 Annual Meeting Class II Directors—Term Expiring at the 2016 Annual Meeting Class II Directors—Term Expiring at the 2016 Annual Meeting Margaret S. Dano, born in 1959, is Chairman of the Board for Superior Industries Margaret S. Dano, born in 1959, is Chairman of the Board for Superior Industries International, Inc., a leading manufacturer of aluminum road wheels for use in the automobile and International, Inc., a leading manufacturer of aluminum road wheels for use in the automobile and light truck industry. Ms. Dano was appointed as Chairman of the Board in 2014 and has served as a light truck industry. Ms. Dano was appointed as Chairman of the Board in 2014 and has served as a director for Superior since 2007. In addition, Ms. Dano currently serves as a director of Douglas director for Superior since 2007. In addition, Ms. Dano currently serves as a director of Douglas Dynamics, Inc., a manufacturer of snow and ice control equipment for the global light truck market, a Dynamics, Inc., a manufacturer of snow and ice control equipment for the global light truck market, a position she has held since 2012. From 2002 to 2005 Ms. Dano served as Vice President, Worldwide position she has held since 2012. From 2002 to 2005 Ms. Dano served as Vice President, Worldwide Integrated Supply Chain and Operations for Honeywell Corporation. Prior to that she served as Vice Integrated Supply Chain and Operations for Honeywell Corporation. Prior to that she served as Vice President, Worldwide Supply Chain Office Products & GM Printer Papers for Avery Dennison President, Worldwide Supply Chain Office Products & GM Printer Papers for Avery Dennison Corporation from 1999 to 2002 and Vice President of Corporate Manufacturing & Engineering from Corporation from 1999 to 2002 and Vice President of Corporate Manufacturing & Engineering from 1996 to 1999. Ms. Dano received a BS in mechanical engineering from Kettering University (formerly 1996 to 1999. Ms. Dano received a BS in mechanical engineering from Kettering University (formerly the General Motors Institute). Ms. Dano was appointed to Neenah’s Board in 2015. Ms. Dano’s senior the General Motors Institute). Ms. Dano was appointed to Neenah’s Board in 2015. Ms. Dano’s senior executive experience in global manufacturing and supply chain and her public board experience and executive experience in global manufacturing and supply chain and her public board experience and leadership with manufacturing companies makes her an effective member of Neenah’s Board. leadership with manufacturing companies makes her an effective member of Neenah’s Board. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT Stephen M. Wood, Ph.D., born in 1946, is an Operating Partner with Snow Phipps Group LLC, a Stephen M. Wood, Ph.D., born in 1946, is an Operating Partner with Snow Phipps Group LLC, a diversified international investment company. Prior to this he served as Chairman of the Board for diversified international investment company. Prior to this he served as Chairman of the Board for FiberVisions Corporation which is a leading global manufacturer of synthetic fibers for consumer FiberVisions Corporation which is a leading global manufacturer of synthetic fibers for consumer products, construction and industrial applications. Dr. Wood was President and Chief Executive Officer products, construction and industrial applications. Dr. Wood was President and Chief Executive Officer of FiberVisions from 2006 to 2012. Dr. Wood was also Chairman of the Board of ESFV which is a of FiberVisions from 2006 to 2012. Dr. Wood was also Chairman of the Board of ESFV which is a global joint Venture with JNC Corporation, a leading Japanese Chemical Company. From 2001 to 2004, global joint Venture with JNC Corporation, a leading Japanese Chemical Company. From 2001 to 2004, Dr. Wood served as President and Chief Executive Officer of Kraton Polymers, a specialties chemical Dr. Wood served as President and Chief Executive Officer of Kraton Polymers, a specialties chemical company, and Chairman and Representative Director of JSR Kraton Elastomers, a Japanese joint company, and Chairman and Representative Director of JSR Kraton Elastomers, a Japanese joint venture company. Prior to this Dr. Wood was President of the Global Elastomers business of Shell venture company. Prior to this Dr. Wood was President of the Global Elastomers business of Shell Chemicals, Ltd., and a Vice President of that company. Dr. Wood was also elected International Chemicals, Ltd., and a Vice President of that company. Dr. Wood was also elected International President of the International Institute of Synthetic Rubber Producers. Dr. Wood has a BSc in President of the International Institute of Synthetic Rubber Producers. Dr. Wood has a BSc in Chemistry and a Ph.D. in Chemical Engineering from Nottingham University, United Kingdom and is a Chemistry and a Ph.D. in Chemical Engineering from Nottingham University, United Kingdom and is a graduate of the Institute of Chemical Engineers. Dr. Wood has served as a director of Neenah since graduate of the Institute of Chemical Engineers. Dr. Wood has served as a director of Neenah since November 30, 2004. Dr. Wood’s educational background and his experience as a senior executive of a November 30, 2004. Dr. Wood’s educational background and his experience as a senior executive of a chemical manufacturing company provides the knowledge base and experience to make him an effective chemical manufacturing company provides the knowledge base and experience to make him an effective member of Neenah’s Board. member of Neenah’s Board. Director Retiring as of the 2016 Annual Meeting Director Retiring as of the 2016 Annual Meeting Edward Grzedzinski, born in 1955, served as the Chief Executive Officer of NOVA Information Edward Grzedzinski, born in 1955, served as the Chief Executive Officer of NOVA Information Systems from 1993 to 2001, and Vice Chairman of US Bancorp from November 2001 to 2004. Systems from 1993 to 2001, and Vice Chairman of US Bancorp from November 2001 to 2004. Mr. Grzedzinski has over 25 years of experience in the electronic payments industry and was a Mr. Grzedzinski has over 25 years of experience in the electronic payments industry and was a co-founder of NOVA Information Systems in 1991. Mr. Grzedzinski served as a member of the co-founder of NOVA Information Systems in 1991. Mr. Grzedzinski served as a member of the Managing Committee of US Bancorp, and was a member of the Board of Directors of US Bank, N.A. Managing Committee of US Bancorp, and was a member of the Board of Directors of US Bank, N.A. Mr. Grzedzinski also served as Chairman of euroConex Technologies, Limited, a European payment Mr. Grzedzinski also served as Chairman of euroConex Technologies, Limited, a European payment processor owned by US Bancorp until November 2004 and was a member of the Board of Directors of processor owned by US Bancorp until November 2004 and was a member of the Board of Directors of Indus International, a global provider of enterprise asset management products and services until April Indus International, a global provider of enterprise asset management products and services until April 2005. Mr. Grzedzinski has served as a director of Marlin Business Services since May of 2005 and 2005. Mr. Grzedzinski has served as a director of Marlin Business Services since May of 2005 and Neenah Paper since November 30, 2004. Mr. Grzedzinski’s experience as chief executive officer and Neenah Paper since November 30, 2004. Mr. Grzedzinski’s experience as chief executive officer and chairman of a financial services company and experience on other boards makes him an effective chairman of a financial services company and experience on other boards makes him an effective member of Neenah’s Board. member of Neenah’s Board. 11 11 Neenah Paper Inc DEF 14A Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DE45501A.;6 File: DE45501A.;6 v6.8 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DG45501A.;5 MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DG45501A.;5 MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DG45501A.;5 mrll_0915.fmt Free: 50D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 mrll_0915.fmt Free: 50D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 mrll_0915.fmt Free: 50D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 48979 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 48979 1 C Cs: 48979 The Board of Directors conducts its business through meetings of the full Board and through MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors conducts its business through meetings of the full Board and through committees of the Board, consisting of an Audit Committee, a Compensation Committee and a The Board of Directors conducts its business through meetings of the full Board and through Nominating and Corporate Governance Committee, which we refer to as the Nominating Committee. committees of the Board, consisting of an Audit Committee, a Compensation Committee and a The Board of Directors held 6 meetings in 2015. The Company’s Corporate Governance Policies Nominating and Corporate Governance Committee, which we refer to as the Nominating Committee. provide that all directors are expected to regularly attend and participate in Board and Committee The Board of Directors held 6 meetings in 2015. The Company’s Corporate Governance Policies meetings and encourage the directors to attend the Company’s Annual Meeting. In 2015 all of our provide that all directors are expected to regularly attend and participate in Board and Committee directors attended more than 75% of the meetings of the Board and meetings of the committees of meetings and encourage the directors to attend the Company’s Annual Meeting. In 2015 all of our which he or she is a member. Neenah holds regularly scheduled executive sessions of the independent directors attended more than 75% of the meetings of the Board and meetings of the committees of directors at each Board meeting. As Chairman of the Board Mr. Erwin presides at all the executive which he or she is a member. Neenah holds regularly scheduled executive sessions of the independent other than meeting of the non-affiliated independent directors, at which Mr. McGovern presides. sessions All but one of the Company’s directors were in attendance at the 2015 Annual Meeting. directors at each Board meeting. As Chairman of the Board Mr. Erwin presides at all the executive sessions All but one of the Company’s directors were in attendance at the 2015 Annual Meeting. committees of the Board, consisting of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, which we refer to as the Nominating Committee. The Board of Directors held 6 meetings in 2015. The Company’s Corporate Governance Policies provide that all directors are expected to regularly attend and participate in Board and Committee meetings and encourage the directors to attend the Company’s Annual Meeting. In 2015 all of our directors attended more than 75% of the meetings of the Board and meetings of the committees of which he or she is a member. Neenah holds regularly scheduled executive sessions of the independent directors at each Board meeting. As Chairman of the Board Mr. Erwin presides at all the executive sessions All but one of the Company’s directors were in attendance at the 2015 Annual Meeting. The following table describes the current membership of each of the committees and the number The following table describes the current membership of each of the committees and the number The following table describes the current membership of each of the committees and the number of meetings held during 2015: of meetings held during 2015: of meetings held during 2015: Philip C. Moore . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . Edward Grzedzinski . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Edward Grzedzinski Timothy S. Lucas . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Edward Grzedzinski Stephen M. Wood . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . Number of Meetings . . . . . . . . . . . . . . Number of Meetings . . . . . . . . . . . . . . * * Number of Meetings . . . . . . . . . . . . . . * Audit Committee Audit Committee Audit Committee X Chair* X Chair* X Chair* Nominating and Corporate Governance Committee Nominating and Corporate Nominating and Corporate Governance Committee Governance Committee X X X Compensation Committee Compensation Committee Compensation Committee X X 9 9 X 9 Chair Chair X X 4 4 Chair X 4 X X X Chair X Chair 5 5 X X Chair 5 The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. The following table describes the membership of each of the committees as of the 2016 Annual The following table describes the membership of each of the committees as of the 2016 Annual The following table describes the membership of each of the committees as of the 2016 Annual Meeting: Meeting: Meeting: Audit Committee Philip C. Moore . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . * * * X Chair* X Compensation Committee Compensation Committee Compensation Committee Audit Committee Audit Committee X Chair* X Chair* X X Nominating and Corporate Governance Committee Nominating and Corporate Nominating and Corporate Governance Committee Governance Committee X X Chair Chair X X Chair X X X Chair X X Chair X X Chair X The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC’s rules. Audit Committee Audit Committee Audit Committee The Audit Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange (‘‘NYSE’’) and the Securities Exchange Act of 1934, as amended The Audit Committee is comprised solely of directors who meet the independence requirements of The Audit Committee is comprised solely of directors who meet the independence requirements of (‘‘Exchange Act’’), and are financially literate, as required by NYSE rules. At least one member of the the New York Stock Exchange (‘‘NYSE’’) and the Securities Exchange Act of 1934, as amended Audit Committee is an audit committee financial expert, as defined by the rules and regulations of (‘‘Exchange Act’’), and are financially literate, as required by NYSE rules. At least one member of the SEC. The Audit Committee has been established in accordance with applicable rules promulgated by Audit Committee is an audit committee financial expert, as defined by the rules and regulations of the NYSE and SEC. The Audit Committee assists the Board in monitoring: SEC. The Audit Committee has been established in accordance with applicable rules promulgated by the NYSE and SEC. The Audit Committee assists the Board in monitoring: the New York Stock Exchange (‘‘NYSE’’) and the Securities Exchange Act of 1934, as amended (‘‘Exchange Act’’), and are financially literate, as required by NYSE rules. At least one member of the Audit Committee is an audit committee financial expert, as defined by the rules and regulations of SEC. The Audit Committee has been established in accordance with applicable rules promulgated by the NYSE and SEC. The Audit Committee assists the Board in monitoring: the quality and integrity of our financial statements; the quality and integrity of our financial statements; the quality and integrity of our financial statements; 12 12 12 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Neenah Paper Inc DEF 14A Neenah Paper Inc DEF 14A Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) File: DG45501A.;5 v6.8 Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DG45501A.;5 File: DG45501A.;5 v6.8 v6.8 • • •  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DG45501A.;5 mrll_0915.fmt Free: 590DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 37081 • our compliance with ethical policies contained in our Code of Business Conduct and Ethics and legal and regulatory requirements as well as the administration of our policy regarding related party transactions; the independence, qualification and performance of our registered public accounting firm; 31OCT201109101132 the performance of our internal auditors; and related party transactions. The Audit Committee is governed by the Audit Committee Charter approved by the Board. The charter is available on our website at www.neenah.com. Nominating and Corporate Governance Committee The Nominating Committee is comprised solely of directors who meet the NYSE independence requirements. The Nominating Committee: • oversees the process by which individuals are nominated to our Board; reviews the qualifications, performance and independence of members of our Board; NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT identifies and investigates emerging corporate governance issues and trends that may affect us. reviews and recommends policies with respect to composition, organization, processes and practices of our Board, including diversity; and P r o x y The Nominating Committee is governed by the Nominating and Corporate Governance Committee Charter approved by the Board. The charter is available on our website at www.neenah.com. Compensation Committee The Compensation Committee is comprised solely of directors who meet NYSE independence requirements, meet the requirements for a ‘‘nonemployee director’’ under the Exchange Act, and meet the requirements for an ‘‘outside director’’ under Section 162(m) of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’). The Compensation Committee: reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and sets such compensation; approves, in consultation with our Chief Executive Officer, the compensation of our officers who are elected by our Board; • makes recommendations to our Board with respect to our equity-based plans and executive incentive compensation plans; and reviews with management and approves awards under our long-term incentive-compensation plans and equity-based plans. The Compensation Committee is governed by the Compensation Committee Charter approved by the Board. The charter is available on our website at www.neenah.com. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis below. 13 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DG45501A.;5 v6.8 • • • • • • • • •  MERRILL CORPORATION CHE107604//22-MAR-16 08:04 DISK131:[16ZAE1.16ZAE45501]DI45501A.;5 mrll_0915.fmt Free: 130D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 10202 CORPORATE GOVERNANCE Board Leadership The Board selects from among its members the Chairman of the Board. The Board also elects the Chief Executive Officer of the Company. The current Board Leadership is as Follows: Chairman of the Board: Chief Executive Officer: Sean T. Erwin John P. O’Donnell The Board believes that at this time it is appropriate for Sean T. Erwin to serve as independent Chairman while John P. O’Donnell serves as Chief Executive Officer and a member of the Board. Mr. O’Donnell’s position as both CEO and a Director provides a continuity of leadership between the senior executive team and the Board and enhances the corporate governance environment of the Board. Independent Directors Our Amended and Restated Bylaws provide that a majority of the directors on our Board shall be independent and currently seven out of the eight directors are independent. In addition, the Corporate Governance Policies adopted by the Board, described further below, provide for independence standards consistent with NYSE listing standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. Having seven out of eight independent directors provides Neenah with a sufficient level of oversight, governance and independence without unduly limiting the senior executives from acting in the best interest of the Company and its shareholders. Even though Mr. Erwin is considered independent according to NYSE listing standards and Securities and Exchange Commission (‘‘SEC’’) regulations, the Board appointed John F. McGovern to serve as Presiding Director for meetings of the non-affiliated independent directors. In evaluating the independence of our independent directors, the Board also considered whether any of the independent directors had any material relationships with Neenah and concluded that no such material relationship existed that would impair their independence. See ‘‘Approval of Related Party Transactions’’ below. In making this determination, the Board relied both on information provided by our directors as well as information developed internally by Neenah. As is currently the case, immediately after the election of the nominees to the Board of Directors, a majority of all directors holding office will be independent directors. The Nominating Committee and the Board have affirmatively determined that seven of the Company’s eight directors do not have any relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and are independent in accordance with NYSE listing standards, rules and regulations and our Corporate Governance Policies. Neenah’s independent directors are Sean T. Erwin, Margaret S. Dano, Stephen M. Wood, John F. McGovern, Edward Grzedzinski, Timothy S. Lucas and Philip C. Moore. Nomination of Directors The Board of Directors is responsible for approving candidates for Board membership. The Board has delegated the screening and recruitment process to the Nominating Committee, in consultation with the Chairman of the Board and Chief Executive Officer. More specifically, our Nominating Committee has adopted, and the Board has ratified, the ‘‘Neenah Paper, Inc. Policy Regarding Qualification and Nomination of Director Candidates.’’ 14 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DI45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:04 DISK131:[16ZAE1.16ZAE45501]DI45501A.;5 mrll_0915.fmt Free: 110D*/120D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 63132 P r o x y The Nominating Committee seeks to create a Board that is as a whole strong in its collective knowledge of, and diversity of skills and experience with respect to, accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance, education, background and global markets. 31OCT201109101132 Qualified candidates for director are those who, in the judgment of the Nominating Committee, possess all of the following personal attributes and a sufficient mix of the following experience attributes to assure effective service on the Board. Personal attributes of a Board candidate considered by the Nominating Committee include: leadership, ethical nature, contributing nature, independence, interpersonal skills, and effectiveness. Experience attributes of a Board candidate considered by the Nominating Committee include: financial acumen, general business experience, industry knowledge, diversity of view- points, special business experience and expertise. When the Nominating Committee reviews a potential new candidate, the Nominating Committee looks specifically at the candidate’s qualifications in light of the needs of the Board and our company at that time, given the then current mix of director attributes. Although the Company does not have a specific Board diversity policy, the Nominating Committee looks at the diversity of experience, background and Board composition in NOTICE OF 2013 ANNUAL MEETING recommending director candidates as required by the Nominating Committee’s charter. AND The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees PROXY STATEMENT for director. The Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected. In the event that vacancies are anticipated or otherwise arise, the Nominating Committee will seek to identify director candidates based on input provided by a number of sources, including: (i) Nominating Committee members; (ii) other directors of Neenah; (iii) management of Neenah; and (iv) stockholders of Neenah. The Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates. The Nominating Committee will consider nominees recommended by stockholders as candidates for election to the Board. A stockholder wishing to nominate a candidate for election to the Board at the Annual Meeting is required to give written notice to the Secretary of Neenah of his or her intention to make a nomination. Pursuant to our Amended and Restated Bylaws, the notice of nomination must be received by Neenah not less than 50 days nor more than 75 days prior to the Annual Meeting, or if Neenah gives less than 60 days’ notice of the meeting date, the notice of nomination must be received within 10 days after the Annual Meeting date is announced. To recommend a nominee, a stockholder should write to Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary of Neenah, at 3460 Preston Ridge Road, Preston Ridge III, Suite 600, Alpharetta, Georgia 30005. Any such recommendation must include: the name and address of the stockholder and a representation that the stockholder is a holder of record of shares of our common stock; a brief biographical description for the nominee, including his or her name, age, business and residence addresses, occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above; a description of all arrangements or understandings between the stockholder and each nominee; and the candidate’s consent to serve as a director if elected. Once director candidates have been identified, the Nominating Committee will then evaluate each candidate in light of his or her qualifications and credentials and any additional factors that the 15 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DI45501A.;5 v6.8 • • • •  MERRILL CORPORATION CHE107604//22-MAR-16 08:04 DISK131:[16ZAE1.16ZAE45501]DI45501A.;5 mrll_0915.fmt Free: 170D*/240D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 1140 Nominating Committee deems necessary or appropriate, including those set forth above. Qualified prospective candidates will be interviewed by the Chairman of the Board, the Chief Executive Officer and at least one member of the Nominating Committee. The full Board will be kept informed of the candidate’s progress. Using input from such interviews and other information obtained by the Nominating Committee, the Nominating Committee will evaluate whether a prospective candidate is qualified to serve as a director and, if so qualified, will seek full Board approval of the nomination of the candidate or the election of such candidate to fill a vacancy on the Board. Existing directors who are being considered for re-nomination will be re-evaluated by the Nominating Committee based on each director’s satisfaction of the qualifications described above and his or her performance as a director during the preceding year. All candidates submitted by stockholders will be evaluated in the same manner as candidates recommended from other sources, provided that the procedures set forth above have been followed. All of the current nominees for director are current members of the Board. Based on the Nominating Committee’s evaluation of each nominee’s satisfaction of the qualifications described above, the Nominating Committee determined to recommend the three directors for re-election. The Nominating Committee has not received any nominations from stockholders for the Annual Meeting. Corporate Governance Policies We have adopted the Neenah Paper, Inc. Corporate Governance Policies that guide the Company and the Board on matters of corporate governance, including director responsibilities, Board committees and their charters, director independence, director qualifications, director evaluations, director orientation and education, director access to management, Board access to independent advisors, and management development and succession planning. Copies of the Corporate Governance Policies are available on our website at www.neenah.com. Code of Business Conduct and Ethics We have adopted the Neenah Paper, Inc. Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. The Code of Business Conduct and Ethics meets the requirements of a ‘‘code of ethics’’ as defined by SEC rules and regulations. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under NYSE listing standards. The Code of Business Conduct and Ethics is available on our website at www.neenah.com. Risk Oversight The Board participates in risk oversight through the Company’s Enterprise Risk Evaluation conducted by our Chief Financial Officer and General Counsel, in conjunction with the Company’s senior management team. Annual findings are reported to the Audit Committee pursuant to the requirements of its charter and the full Board reviews an annual report of the findings as required by our Corporate Governance Policies. Communications with the Board of Directors We have established a process for interested parties to communicate with members of the Board, including non-management members of the Board. If you have any concern, question or complaint regarding any accounting, auditing or internal controls matter, or any issue with regard to our Code of Business Conduct and Ethics or other matters that you wish to communicate to our Board or non- management directors, send these matters in writing to c/o General Counsel, Neenah Paper, Inc., Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005. Information about our Board communications policy and procedures for processing Board communications for all 16 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DI45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:04 DISK131:[16ZAE1.16ZAE45501]DI45501A.;5 mrll_0915.fmt Free: 3650DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 2110 interested parties can be found on our website at www.neenah.com under the link ‘‘Investor Relations— Corporate Governance—Board of Directors—Board Communications Policy.’’ Approval of Related Party Transactions The charter of the Audit Committee requires that the Audit Committee review and approve any 31OCT201109101132 transactions that would require disclosure under SEC rules and regulations. To help identify related party transactions and relationships, each director and named executive officer, as such term is used is ‘‘Additional Executive Compensation Information—Summary Compensation Table,’’ completes a questionnaire on an annual basis that requires the disclosure of any transaction or relationships that the person, or any member of his or her immediate family, has or will have with the Company. Additionally, the Company’s Code of Business Conduct and Ethics prohibits related party transactions and requires that any employee with knowledge of such a transaction provide written notice of the relationship or transaction to the Company’s General Counsel. Neither Neenah nor the Board is aware of any matter in 2015 that required the review and approval of the Audit Committee in accordance with the terms of the charter. Shareholder Rights Plan NOTICE OF 2013 ANNUAL MEETING AND The Company’s stockholder Rights Agreement expired on November 30, 2014. The Company has PROXY STATEMENT decided at this time to not put a new plan in place. We will evaluate the need for such a plan in the future as such need may arise. P r o x y 17 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DI45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:27 DISK131:[16ZAE1.16ZAE45501]DK45501A.;6 mrll_0915.fmt Free: 1730D*/1840D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 63855 2015 DIRECTOR COMPENSATION The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors regarding compensation for our nonemployee directors. Each of our directors who are not employees receives the following compensation: Item Amount Annual cash retainer . . . . . . . . . . . . . . . . . . $36,000 Board and committee meeting fee . . . . . . . . . $1,500 per meeting Additional cash retainers for Committee and Board Chairs: • Board Chairman . . . . . . . . . . . . . . . . • Audit Committee Chairman . . . . . . . . • Compensation Committee Chairman . . • Nominating Committee Chairman . . . . Annual value of equity grant . . . . . . . . . . . . . $30,000 $15,000 $15,000 $10,000 $80,000 (choice of 100% restricted stock units or 50% restricted stock units / 50% non-qualified stock options) In 2015 the directors all received 100% RSUs, which grant was a total of 1,290 shares. The number of stock options and RSUs granted to nonemployee directors is calculated annually using a annual equity grant modified Black Scholes formula used to provide a total equity value equal to the annual retainer fee in target in the same manner as used to calculate grants for Company employees under the Long-Term Compensation Plan (‘‘LTCP’’). Stock Options, when granted, become fully vested and exercisable on the first anniversary of the date of grant. The RSUs become fully vested and convert to shares of our common stock on the first anniversary of the date of grant. Employee directors receive no additional compensation and no perquisites for serving on our Board. Neenah also established the Neenah Paper Directors’ Deferred Compensation Plan (the ‘‘Directors’ Plan’’), which enables each of our nonemployee directors to defer a portion of their cash compensation and RSU awards. In 2015 Mr. McGovern participated in the Director’s Plan. Each of our nonemployee directors are required to own Company stock equal to two times their annual cash retainer. The valuation of restricted stock and options owned by our directors is calculated pursuant to the same guidelines detailed in this Proxy Statement for our named executive officers. All of our nonemployee directors met or exceeded the guidelines as of December 31, 2015. 18 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DK45501A.;6 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:27 DISK131:[16ZAE1.16ZAE45501]DK45501A.;6 mrll_0915.fmt Free: 3790DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 55211 The following table shows the total compensation paid to each of our nonemployee directors in 2015. Name Fees Earned or Paid in Cash ($) Sean T. Erwin . . . . . . . . . . . . . . . . . . . . . . . . . . Edward Grzedzinski . . . . . . . . . . . . . . . . . . . . . Margaret S. Dano . . . . . . . . . . . . . . . . . . . . . . . Timothy S. Lucas . . . . . . . . . . . . . . . . . . . . . . . John F. McGovern . . . . . . . . . . . . . . . . . . . . . . Philip C. Moore . . . . . . . . . . . . . . . . . . . . . . . . Stephen M. Wood . . . . . . . . . . . . . . . . . . . . . . . 81,500 49,500 37,500 71,000 67,069 71,417 76,139 Stock Awards Option Awards ($)(1) 79,993 79,993 79,993 79,993 79,993 79,993 79,993 ($) 31OCT201109101132 — — — — — — — Total ($) 161,493 129,493 117,493 150,993 147,062 151,410 156,132 (1) Amounts reported in this column represent the grant date fair value of the 2015 RSU award granted to each director, calculated in accordance with Financial Accounting Standards Board Statement ASC Topic 718 (‘‘ASC 718’’), excluding any estimate of forfeitures related to service- based conditions. Due to restrictions imposed by Canadian law, Mr. Moore is not able to receive a NOTICE OF 2013 ANNUAL MEETING quarterly cash dividend on his RSUs. In lieu of receiving such dividends, Mr. Moore is granted additional RSUs on the date of each dividend payment and in value to the cash dividend that he AND would have received. Mr. Moore received 21 of these RSUs in 2015. PROXY STATEMENT P r o x y 19 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DK45501A.;6 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 190D*/240D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 12823 EXECUTIVE COMPENSATION Compensation Discussion and Analysis The following section presents an analysis, summary and overview of our compensation policies and programs, including material decisions made under those policies and programs in setting the compensation levels for 2015 for our ‘‘named executive officers’’ listed below. Following this section under the heading ‘‘Additional Executive Compensation Information’’ we have included certain tables where you will find detailed compensation information for the named executive officers. This section is intended to provide additional details regarding Neenah’s compensation practices, as well as the information and process used to create and implement our compensation program for our named executive officers and our other executive officers. Named Executive Officers John P. O’Donnell, President and Chief Executive Officer • Bonnie C. Lind, Senior Vice President, Chief Financial Officer and Treasurer • Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary Julie A. Schertell, Senior Vice President, President Fine Paper & Packaging James R. Piedmonte, Senior Vice President-Global Operations Compensation Objectives and Philosophy Neenah’s compensation policies are designed to accomplish the following key objectives: • Reward executives for long-term achievement of our strategic objectives and enhancement of stockholder value; • Support a performance-oriented work environment that rewards achievement of identified internal goals and recognizes the Company’s performance against that of the market and selected peer companies; and • Attract and retain leaders whose abilities are essential to Neenah’s long-term success and competitiveness. We believe that executive compensation, both long-term and short- term, should be directly linked with performance. Our measures of performance are keyed off of individual responsibilities, Neenah’s operational and financial goals and the creation of shareholder value. Decisions made concerning the total compensation package for our executives take into consideration the individual executive’s level of responsibility within Neenah, the performance of Neenah relative to internal targets and peer companies, and the creation of long term shareholder value. We strive to achieve a balanced and competitive compensation package through a mix of base salary, performance-based cash bonuses, long-term equity based incentives and awards, deferred compensation plans, pension plans and welfare benefits. Our Compensation-Setting Process Role of Compensation Committee The Compensation Committee is responsible for carrying out the Board’s responsibilities for determining the compensation for our named executive officers. In that capacity, the Compensation Committee (1) annually reviews and approves the corporate goals and objectives relating to our 20 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8 • • •  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 1310D*/2280D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 58629 executive compensation programs; (2) evaluates performance against those goals and objectives; and (3) approves the compensation payable to our named executive officers. The Role of Shareholder Say-on-Pay Votes The Company provides its shareholders with the opportunity to cast an annual advisory vote on executive compensation (a ‘‘say-on-pay proposal’’). At the Company’s annual meeting of shareholders held on May 21, 2015, greater than 98% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee considered these results and believes the voting results reflect strong shareholder support for the Company’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes in order to understand the environment of future compensation decisions for the named executive officers. 31OCT201109101132 Use of Compensation Consultants The Compensation Committee charter grants the Compensation Committee authority to independently retain compensation consultants, and in 2015 the Compensation Committee again engaged Hugessen Consulting Inc. (‘‘Hugessen’’) to provide it with independent advice and assistance in its deliberations regarding compensation matters. At the Committee’s request, Hugessen originated certain analyses, reviewed the information provided by management and assisted the Compensation Committee in assessing 2015 compensation for Neenah’s named executive officers. In addition, Hugessen provided input to assist the Compensation Committee in establishing the 2015 targeted compensation levels and performance criteria under the Company’s incentive plans. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT The Compensation Committee must pre-approve any additional work of a material nature assigned to its consultants and will not approve any such work that, in its view, could compromise Hugessen’s independence as advisor to the Committee. Hugessen does not provide any other services to Neenah. Decisions made by the Compensation Committee are the responsibility of the Committee and reflect factors and considerations in addition to the information and recommendations provided by Hugessen. In 2015, the Compensation Committee, in accordance with SEC rules, considered the independence factors having to do with consultant conflicts of interest and determined that the work of the compensation consultant did not raise any conflicts of interest. Role of Executive Officers At the request of the Compensation Committee, our President and Chief Executive Officer, along with our Vice President-Human Resources, make recommendations to our Compensation Committee regarding base salary and target levels for our annual performance bonuses and long-term equity compensation for our executive officers. Mr. O’Donnell is not involved in setting or approving his own compensation levels. These recommendations are based on the philosophy and analysis described in this Compensation Discussion and Analysis section of this Proxy Statement. P r o x y 21 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 230D*/300D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 60796 Peer Comparison To assist in evaluating and determining levels of compensation in 2015 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management including: • Proxy data collected and analyzed from a peer group of companies in the paper, packaging, and base materials and specialty chemical industries similar in size to Neenah (the ‘‘Peer Group’’). In 2015 the Peer Group consisted of the following companies: — AEP Industries Inc. —Omnova Solutions, Inc —Clearwater Paper Corporation —OM Group Inc. —Innophos Holdings Inc. —Quaker Chemical Corp —Innospec, Inc. —Rayonier Advanced Materials Inc. —Kraton Performance Polymers Inc. —Schweitzer-Mauduit International, Inc. —Myers Industries Inc. —Tredegar Corporation —P.H. Glatfelter Company • Data collected from Equilar’s database using a broad industry cut of manufacturing companies with revenues between $500 million and $2.0 billion. To develop market figures, compensation opportunities for the named executive officers were compared to the compensation opportunities for similarly situated executives in comparable positions. Hugessen reviewed the results of these analyses and provided feedback to the Compensation Committee in connection with their review of competitive pay practices. Neenah’s management and the Compensation Committee do not believe that it is appropriate to establish compensation levels based solely on peer comparisons or benchmarking; however, marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation. Management and the Compensation Committee believe that information regarding pay practices at other companies is useful to confirm that our compensation practices are competitive in the marketplace. Targeted Compensation Levels The Compensation Committee establishes targeted total compensation levels based upon performance objectives for our executive officers eligible to receive an annual cash bonus opportunity under the Management Incentive Plan (‘‘MIP’’) and the equity awards under the Long-Term Compensation Plan (‘‘LTCP’’) as authorized by the Omnibus Plan. In making these determinations, our Compensation Committee is guided by the compensation philosophy described below. Our Compensation Committee also considers historical compensation levels, pay practices at companies in the Peer Group and the relative compensation among Neenah’s senior executive officers. The Compensation Committee also considers industry conditions, corporate performance versus peer companies and the overall effectiveness of Neenah’s compensation program in achieving desired performance levels. As targeted total compensation levels are determined, our Compensation Committee also determines the portion of total compensation that will be contingent, performance-based pay. Performance-based pay includes cash awards under our MIP program and equity awards under our LTCP, which may be earned based on the Company’s achievement of performance goals and whose value depends upon long-term appreciation in stock price. 22 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 390D*/540D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 12915 P r o x y Neenah’s compensation philosophy is intended to provide competitive pay within the relevant market by targeting the total compensation opportunities and to reward the executives for short term and long term performance through an overall compensation mix that is targeted to include a minimum of 50% performance based compensation for named executive officers. Our Chief Executive Officer’s compensation in 2015 was approximately 70% performance based at target levels. 31OCT201109101132 Compensation Components Our executive compensation includes the base components described below, each of which is designed to accomplish specific goals of our compensation philosophy described above. In connection with our discussion of each of such base components, the following questions will be addressed: • Why Neenah chooses to pay each of the base components; • How Neenah determines the amount of the various base components; • How each component fits into Neenah’s overall compensation scheme and supports Neenah’s compensation philosophy. Base Salary NOTICE OF 2013 ANNUAL MEETING AND Base salary is a critical element of executive compensation because it provides our executives with PROXY STATEMENT a base level of monthly income and also sets the base level for performance compensation. Individual base salaries for our named executive officers are generally determined by comparing total compensation opportunities within the Peer Group as discussed above. Salary increases, if any, are reviewed and approved by the Compensation Committee on an annual basis. Factors considered in base salary increases include the Company’s performance over the past year, changes in individual executive responsibility and the position of base salary together with all other compensation as indicated by our analysis of the Peer Group. This approach to base salary supports our compensation philosophy. The Compensation Committee has determined that setting NEO base salaries at this level allows Neenah to be competitive in attracting and retaining talent, while at the same time a substantial portion of the executive’s overall compensation is performance based, thus aligning the executive’s and stockholders’ interests. 2015 and 2016 Base Salary Decisions After discussing the individual performance, experience, scope of responsibilities, and Mr. O’Donnell’s recommendations for the other NEOs, the Compensation Committee established the base salaries for each NEO in January of 2015 and again in January of 2016. In general, any increases in base pay are intended to be competitive with the market and take into consideration the individual performance and scope of responsibilities of each NEO. The following table provides the base salary received by each named executive officer for 2015 and 2016. 2014 Base Salary 2015 Base Salary % Increase 2016 Base Salary % Increase O’Donnell . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . $625,000 $346,000 $310,000 $336,000 $267,883 $625,000 $346,000 $310,000 $336,000 $280,000 0% 0% 0% 0% 4% $750,000 $370,000 $330,000 $360,000 $280,000 20% 7% 6% 7% 0% 23 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 850D*/1180D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 21964 Annual Performance Bonuses Annual cash incentive bonus opportunities are awarded under the MIP, and are based on our achievement of performance goals established in the beginning of each calendar year. MIP target bonuses are established as a percentage of base salary with a target bonus ranging from 45% to 80% for named executive officers. The Compensation Committee annually approves the target bonus range based on data provided from the market surveys as previously described and based on the experience and knowledge of the executive and the quality and effectiveness of their leadership within Neenah as determined by the Compensation Committee. The amount of the actual MIP bonus may be adjusted up or down from the target bonus based on Neenah’s year-end results (as measured by the objective and subjective criteria set forth in the MIP plan for the applicable year, as previously approved by the Compensation Committee). Actual MIP payments can range from 0-200% of the target bonus for our chief executive, legal, operations and financial officers, and 0-250% for the business unit leaders, depending on whether the results fall short of, achieve or exceed the identified performance goals. Under the MIP, the Compensation Committee generally sets a range of possible payments from zero to a maximum percentage of the target award based on its belief that no bonus should be earned if performance is below established thresholds and its determination that the top end of the range should provide an appropriate incentive for management to achieve exceptional performance. Under the MIP, specific performance measures and thresholds are determined by the Compensation Committee in consultation with Mr. O’Donnell, based on key metrics that support the achievement of Neenah’s short-term and long- term strategic objectives. Annual performance bonuses support our compensation philosophy in that they: (i) reward Neenah’s executives for meeting and exceeding goals that contribute to Neenah’s short-term and long-term strategic plan and growth; (ii) promote a performance-based work environment; and (iii) serve as a material financial incentive to attract and retain executive talent. 2015 Annual Performance Bonus Awards For 2015, the Compensation Committee approved target bonuses for our named executive officers as a percentage of base salary with a target bonus ranging from 45% to 80% as follows: 2015 TARGET MIP (% of Base Salary) O’Donnell . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . 80% 55% 50% 55% 45% The performance goals for the 2015 MIP program were set based on the following performance criteria and the relative weighting set forth below: (i) adjusted corporate earnings before interest, income taxes, depreciation and amortization (‘‘Corporate EBITDA’’), which is calculated as net income plus income tax expenses, plus depreciation expense and amortization expense for intangibles, plus amortization expense for stock options and restricted stock units adjusted for any one time events outside of the ordinary course of business and (ii) business unit earnings before interest and taxes 24 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 70D /120D Foot: 0D/ 0D VJ RSeq: 6 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 6961 (‘‘EBIT’’) for our Fine Paper and Technical Products business units, and (iii) Progress achieved in implementing the Company’s strategic plan: O’Donnell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate EBITDA 75% 75% 75% 25% 75% Strategic Initiatives Business Unit EBIT 31OCT201109101132 — — — 50% — 25% 25% 25% 25% 25% P r o x y Each goal was set at levels that both the Compensation Committee and management believed to be challenging but attainable, and achievements would reflect significant performance by the Company. On a stand-alone basis, MIP EBITDA could have yielded a payout from 0% at threshold, 100% at target and 200% at outstanding, and business unit EBIT could have yielded a payout from 0% at threshold, 100% at target and 300% at maximum, based on year-end results. This increase is consistent with our desire to incentivize and reward significant growth in profits. The strategic plan objective was paid out at 200% of target reflecting performance in achieving a set of strategic objectives considered critical for long-term growth. The results included organic growth of strategic categories, the successful acquisition and integration of FiberMark business in August of 2015, progress on a large capital project for our filtration business, the divestiture of a non-strategic wallcovering mill in Lahnstein, Germany, and other strategic corporate initiatives. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT The performance goals and results for each of the financial metrics in 2015 were as follows: Metric ($MM) Threshold Target Outstanding Maximum 2015 Results Payout % MIP EBITDA . . . . . . . . . . . . . . . . . . Fine Paper & Packaging EBIT . . . . . . 111 51 136 64 146 69 N/A 72 143 71 160% 275% Based on the process described above, MIP payments were awarded as follows: 2015 MIP at Target 2015 MIP at Actual % of Target Earned O’Donnell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500,000 $189,750 $155,000 $184,800 $126,000 $850,000 $322,575 $263,500 $416,724 $214,200 170% 170% 170% 226% 170% Long-Term Equity Compensation Long-term equity incentives under the LTCP consist of performance share units, stock options and stock appreciation rights granted on an annual basis, with stock option awards and/or stock appreciation rights representing approximately 30% of the total value of the equity incentive awards and performance shares representing approximately 70% of the total value of the equity award granted to an executive officer for that year. This reflects the Company’s desire to emphasize the performance based incentives in the LTCP. The total target LTCP grants are set at the beginning of the year for each named executive officer at a minimum of 55% of the executive’s base salary. The Company typically grants 100% of the option and/or stock appreciation rights in conjunction with the first Board meeting of each fiscal year. Each year the Compensation Committee reviews and approves a target number of performance share units for each of our named executive officers and each other participant in the LTCP plan. The number of units actually earned by each participant is determined by the Company’s corporate performance. The range of possible awards is set by the Compensation 25 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 110D*/120D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 19219 Committee based on its: (i) belief that a minimal award shall be granted if the performance measures are significantly below target levels; and (ii) determination that the top end of the range provided an appropriate incentive for management to achieve exceptional performance. The combination of stock appreciation rights (SARs) and performance share units focuses our executives on Neenah’s financial performance and increasing shareholder value. It is aligned with and supports our stock ownership policy. Long-term incentives also help retain employees during the performance periods. 2015 LTCP Awards For 2015, the Compensation Committee approved equity grants under the LTCP for our named executive officers with target values ranging from 55% to 150% of base salary pay as follows: 2015 LTCP (% of base Salary) O’Donnell . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . 150% 75% 65% 70% 55% For each of our named executive officers, the value was divided into awards of SARs and a target number of performance share units, with 70% of the value in performance share units and 30% of the value in SARs. The range of possible awards under the LTCP was selected to tie a substantial percentage of their compensation to Neenah’s performance. The number of SARs to be awarded to each named executive officer in 2015 was determined by dividing the value of the portion of the LTCP award to be awarded as SARs (determined by the Compensation Committee as described above) by the fair value of one stock option (determined using a modified Black- Scholes formula), and then rounded to the nearest tens to produce the number of shares subject to the applicable option award. Each grant of SARs made in 2015 vests in increments of 33.34%, 33.33% and 33.33% over a three year period, with vesting occurring on each anniversary of the applicable grant and a ten year term to exercise. The process described above resulted in grants of SARs in 2015 to purchase the following options: O’Donnell . . . . . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . . . . . . 2015 SARs 17,440 4,810 3,750 4,380 2,870 The target number of performance share units to be awarded to each named executive officer in 2015 was determined by dividing the value of the portion of the LTCP award to be awarded as performance share units (determined by the Compensation Committee as described above) using fair market value of the stock price as of the date of grant, and then rounded to the nearest ten shares. The target number of performance share units are increased or decreased (to an amount equal to between 40% to 200% of the target number) prior to being converted to actual shares after a two year after a one year performance period. The units are then subject holding period. After the end of the performance period, the adjustment of the target number of to a two year holding period. After the end of the performance period, the adjustment of the target number of shares will be calculated based on the Company’s achievement of performance goals relative to the shares will be calculated based on the Company’s achievement of performance goals relative to the following following equally weighted criteria: year over year growth in sales (constant currency), year over year equally weighted criteria: year over year growth in sales (constant currency), year over year growth in return on growth in return on invested capital, free cash flow as a percentage of Net Sales and relative total invested capital, free cash flow as a percentage of Net Sales and relative total 26 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8 P r o x y MERRILL CORPORATION CHE107604//22-MAR-16 08:09 DISK131:[16ZAE1.16ZAE45501]DM45501A.;10 mrll_0915.fmt Free: 260DM/0D Foot: 0D/ 0D VJ RSeq: 8 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 22438 shareholder return (‘‘Relative TSR’’). The Relative TSR (including dividend yield), is compared against the Russell 2000 Value Index. The payout levels for the performance share unit metrics include a 0% payout below threshold, 100% payout at target, and 200% payout at outstanding. The specific targets and results in 2015 were as follows: Metric Threshold Payout (as a % of Target) . . . . . . . . . . . 0% Return on Capital . . . . . . . . . . . . . . . . No increase Target 100% Increase of 40 basis points Growth in Sales . . . . . . . . . . . . . . . . . 0% growth 3% growth Outstanding 31OCT201109101132 2015 Results Payout % 200% Increase of greater than 80 basis points More than 6% growth Decrease of 53 basis points 0% 10.3% 200% Free Cash Flow as % of Sales . . . . . . . . 4% 5.5% 7% 7.4% Relative Total Shareholder Return . . . . . 3rd Quartile Median Top Quartile 2nd Quartile 200% 184% Aggregate Payout Percentage . . . . . . . . . share unit (‘‘PSU’’) grants were awarded as follows: NOTICE OF 2013 ANNUAL MEETING Based on the process described above and our performance against the targets noted, performance AND PROXY STATEMENT 2015 PSUs at Target 2015 PSUs % of Target Granted Earned 146% O’Donnell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Heinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schertell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Piedmonte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,990 3,030 2,360 2,760 1,810 16,046 4,424 3,446 4,030 2,643 146% 146% 146% 146% 146% The earned shares are now in a two year hold period and are still subject to forfeiture based on continued employment. All shares are scheduled to be released to active participants on December 31, 2017. Retirement Benefits We maintain the Neenah Paper Retirement Contribution Plan (the ‘‘Retirement Contribution Plan’’), which is a tax-qualified defined contribution plan for employees, including Mr. O’Donnell, Mr. Heinrichs, and Ms. Schertell, who are ineligible to participate in the Pension Plan, the Supplemental Pension Plan. Further, we maintain a supplemental retirement contribution plan (the ‘‘Supplemental RCP’’) which is a non- qualified defined contribution plan which is intended to provide a tax- deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Additional information regarding the Supplemental RCP can be found in the 2015 Nonqualified Deferred Compensation table later in this Proxy Statement. We also maintain the Neenah Paper 401(k) Plan (the ‘‘401(k) Plan’’), which is a tax-qualified defined contribution plan available to all of Neenah’s U.S. employees, and the Neenah Paper Deferred Compensation Plan (the ‘‘Deferred Compensation Plan’’), which is a non- qualified deferred compensation plan for our executive officers. The Deferred Compensation Plan enables our executive officers to defer a portion of annual cash compensation (base salary and non-equity awards under our MIP). This plan is intended to assist our executive officers in maximizing the value of the compensation they receive from the Company and assist in their retention. Additional information regarding the Deferred Compensation Plan can be found in the 2015 Nonqualified Deferred Compensation table later in this Proxy Statement. 27 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DM45501A.;10 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DO45501A.;12 mrll_0915.fmt Free: 290D*/540D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 32085 We also maintain the Neenah Paper Pension Plan, a tax-qualified defined benefit plan (the ‘‘Pension Plan’’) and the Neenah Paper Supplemental Pension Plan, a non-qualified defined benefit plan (the ‘‘Supplemental Pension Plan’’) which provide tax-deferred retirement benefits for certain of our employees, including Ms. Lind and Mr. Piedmonte, who were employed by Kimberly-Clark (our predecessor company prior to being spun-off) prior to December 31, 1996. Mr. O’Donnell, Mr. Heinrichs, and Ms. Schertell do not participate in these plans. Additional information regarding the Pension Plan and the Supplemental Pension Plan can be found in the 2015 Pension Benefits table later in this Proxy Statement. Neenah and the Compensation Committee believe that the Pension Plan, Supplemental Pension Plan, Retirement Contribution Plan, Supplemental RCP, Deferred Compensation Plan and 401(k) Plan are core components of our compensation program. The plans are competitive with plans maintained by our peer companies and are necessary to attract and retain top level executive talent. Additionally, the plans support the long-term retention of key executives by providing a strong incentive for the executive to remain with Neenah over an extended number of years. Severance Payments The Neenah Paper Executive Severance Plan (the ‘‘Executive Severance Plan’’) covers designated officers, including all of our named executive officers, and provides certain severance benefits upon termination of employment following a change in control of Neenah. Upon termination of the officer’s employment by Neenah without ‘‘cause’’ or by the officer for ‘‘good reason’’ (as defined in the Executive Severance Plan) within the two-year period following a change in control or a termination by us without ‘‘cause’’ during the one-year period preceding such a change in control, the officer will be entitled to a lump-sum cash payment equal to the sum of: (i) two times the sum of his annual base salary and targeted annual bonus; (ii) any qualified retirement plan benefits forfeited as a result of such termination; (iii) the amount of retirement benefits such officer would have received under the qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; (iv) the cost of medical and dental COBRA premiums for a period of two years; and (v) a cash settlement of any accrued retiree welfare benefits. In addition, the officer will be eligible to receive outplacement services for a period of two years (up to a maximum cost to us of $50,000). Payment of the benefits under the Executive Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against us. These benefits are intended to recruit and retain key executives and provide continuity in Neenah’s management in the event of a change in control. We believe the Executive Severance Plan is consistent with similar plans maintained by our peer companies and therefore is a core component of our compensation program necessary to attract and retain key executives. In 2011 the Compensation Committee closed the excise gross up provision of the Executive Severance Plan to new participants and determined that it would phase out the excise tax gross up provision in the Executive Severance Plan over time for the current named executive officers. Timing of Compensation Base salary adjustments, if any, are made by our Compensation Committee at the first meeting of each fiscal year (with the adjustments effective as of January 1 of that same year). Stock option grants and performance share unit target levels and awards are made in the manner described above. We do not coordinate the timing of equity awards with the release of non-public information. The exercise price of the stock options is established at the fair market value of the closing price of our stock on the date of the grant. 28 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DO45501A.;12 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DO45501A.;12 mrll_0915.fmt Free: 490D*/1780D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 18408 P r o x y Tax and Accounting Consideration In general, the tax and accounting treatment of compensation for our named executive officers has not been a core component used in setting compensation. In limited circumstances we do consider such treatment and attempt to balance the cost to Neenah against the overall goals we intend to achieve through our compensation philosophy. In particular, our intent is to maximize deductibility of our named executive officers’ compensation under Code Section 162(m) while maintaining the flexibility necessary to appropriately compensate our executives based on performance and the existing competitive environment. The MIP and LTCP programs are performance based and are designed to be fully deductible under Code Section 162(m). 31OCT201109101132 Stock Ownership Guidelines The Compensation Committee has adopted stock ownership guidelines to foster long-term stock holdings by company leadership. These guidelines create a strong link between stockholders’ and management’s interests. Named executive officers are required to own a designated multiple of their respective annual salaries. The multiples are as follow: Stock Ownership Multiple of Salary NOTICE OF 2013 ANNUAL MEETING AND O’Donnell . . . . . . . . . . . . . . . . 6x PROXY STATEMENT Lind . . . . . . . . . . . . . . . . . . . . 4x Heinrichs . . . . . . . . . . . . . . . . 4x Schertell . . . . . . . . . . . . . . . . . 4x Piedmonte . . . . . . . . . . . . . . . 4x Each of the named executive officers is required to hold at least 50% of their annual performance share grants until they reach the ownership guidelines. The following holdings are counted toward fulfilling guidelines, with each being valued using our stock price as of December 31 of each year; (i) stock held in the 401(k) plan, other deferral plans, outright or in brokerage accounts; (ii) performance share units or restricted stock units earned but not vested or not paid out; and (iii) ‘in the money’ value of vested or unvested stock options. Penalties for continued failure to meet the guidelines include payment of MIP compensation in Neenah stock and reduction of LTCP compensation. All of our named executive officers met or exceeded the guidelines as of December 31, 2015. Clawback Policy The Compensation Committee adopted a ‘‘clawback policy’’ for all executives and other employees participating in our MIP program concerning the future payment of MIP payments and long term equity grants under the LTCP program. This policy gives the Board the authority to reclaim certain overstated payments made to Neenah employees due to materially inaccurate results presented in the Company’s audited financial statements. Policies against Hedging and Pledging Securities Our insider trading policy provides that directors, officers and employees are prohibited from engaging in short sales and buying or selling puts or calls or other derivative securities of Neenah. Directors and officers are also prohibited from holding Neenah securities in a margin account or pledging Neenah securities as collateral for a loan. 29 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DO45501A.;12 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DO45501A.;12 mrll_0915.fmt Free: 4510DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 60089 COMPENSATION COMMITTEE REPORT The Compensation Committee oversees Neenah’s compensation policies and programs on behalf of the Board. In fulfilling this responsibility, the Compensation Committee has reviewed and discussed with Neenah’s management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on such review and discussions, the Compensation Committee recommended to Neenah’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Compensation Committee: Stephen M. Wood, Chairman John F. McGovern Edward Grzedzinski 30 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DO45501A.;12 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DQ45501A.;4 mrll_0915.fmt Free: 310D*/600D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 23005 P r o x y ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2) Section 14A of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’) requires that we include in this proxy statement a non- binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as ‘‘Say-on-Pay’’). 31OCT201109101132 We encourage stockholders to review the Compensation Discussion and Analysis (‘‘CD&A’’) section of this proxy statement. Our executive compensation program has been designed to pay for performance and align our compensation programs with business strategies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation. The Company’s executive compensation programs are designed to attract, motivate and retain highly qualified executive officers who are able to achieve corporate objectives and create stockholder value. The Compensation Committee believes the Company’s executive compensation programs reflect a strong pay-for- performance philosophy and are well aligned with the stockholders’ long-term interests without promoting excessive risk. We feel this design is evidenced by the following: • A majority of our executives’ compensation is directly linked to our performance and the creation of stockholder value. The overall compensation mix is targeted to include at least 50% NOTICE OF 2013 ANNUAL MEETING performance based compensation for the named executive officers with a higher percentage of our CEO’s compensation being performance based. In 2015 70% of our CEO’s compensation AND was performance based at target levels. PROXY STATEMENT • Our long-term incentive awards are exclusively in the form of performance share units, stock options and stock appreciation rights and all of our incentive plans have capped payouts. • LTCP grants are split with 70% of the total value of the awards granted as performance share units with a three-year vesting period, and 30% as stock appreciation rights with annual vesting over a three-year period. This reflects the Company’s desire to emphasize performance based incentives. For our performance share units, we use objective performance metrics closely tied to financial performance and shareholder value, such as increasing return on invested capital, revenue growth, cash flow generation and relative total shareholder return. In 2015 LTCP grants were awarded at 146% of target based on achieved growth in sales, free cash flow as a percent of sales and total shareholder return. • Our short-term incentive plan (MIP) also is based on a pay- for-performance philosophy, with target bonus opportunities ranging from 45% to 80% of base salary based on improvements in corporate and business unit profits and successful execution of strategic objectives. In 2015, executives received a payment of 170% to 226% of target as a result of significant increases in corporate EBITDA, business unit EBIT and the successful execution of strategic objectives. • We have meaningful stock ownership requirements for our named executive officers. • We do not have employment agreements or other individual arrangements with our named executive officers that provide for a specified term of employment, compensation terms or specific benefits upon a termination of employment. • Benefits are payable under our Executive Severance Plan only on a double trigger basis (i.e., following both a change in control and a qualifying termination of employment). • The Compensation Committee is advised by an independent compensation consultant who keeps the Compensation Committee apprised of developments and best practices. • The Company has a clawback policy which allows the Company to recoup awards if payment or vesting was based on financial criteria that are later deemed to be materially inaccurate. 31 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DQ45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DQ45501A.;4 mrll_0915.fmt Free: 4430DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 38219 The Board strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution: RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers as described in this proxy statement under ‘‘Executive Compensation’’, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement. Because the vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee and neither the Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. The Board of Directors unanimously recommends that the stockholders vote ‘‘FOR’’ the approval of the Company’s executive compensation. 32 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DQ45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DS45501A.;4 mrll_0915.fmt Free: 336DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 55396 ADDITIONAL EXECUTIVE COMPENSATION INFORMATION Summary Compensation Table The following table reflects compensation paid to or earned by our named executive officers for services rendered during 2015, 2014 and 2013: Name and Principal Position Year Salary ($) Stock Awards ($)(1) John P. O’Donnell . . . . . . . . . . . . 2015 625,000 31OCT201109101132 Change in Pension Value and Non-Qualified Deferred Non-Equity Option Incentive Plan Compensation Awards Compensation ($)(2) Earnings ($)(4) ($)(3) All Other Compensation ($)(5) President and Chief Executive Officer 878,890 287,237 2014 625,000 1,144,078 236,502 724,170 237,367 2013 600,000 850,000 827,500 501,600 — — — Bonnie C. Lind . . . . . . . . . . . . . . 2015 346,000 2014 346,000 2013 330,000 Senior Vice President, Chief Financial Officer and Treasurer 242,340 315,685 197,175 79,221 65,268 65,348 322,575 314,036 189,668 Steven S. Heinrichs . . . . . . . . . . . 2015 310,000 2014 310,000 2013 290,000 Senior Vice President, General Counsel and Secretary NOTICE OF 2013 ANNUAL MEETING 61,763 AND 50,778 49,972 PROXY STATEMENT 72,139 55,062 47,089 . . . . . . . . . . . . 2015 336,000 2014 336,000 2013 300,000 416,724 233,251 189,000 220,745 266,430 143,400 263,500 256,525 151,527 188,753 245,533 150,570 Senior Vice President, Fine Paper & Packaging President Fine Paper & Packaging Julie A. Schertell — — — — — — 410,095 695,665 77,002 James R. Piedmonte . . . . . . . . . . 2015 280,000 2014 267,883 2013 267,883 Senior Vice President, Global Operations Operations 144,764 179,859 111,135 47,269 37,170 36,518 214,200 199,506 125,972 291,444 504,763 88,833 133,766 101,590 111,986 9,930 13,079 8,883 52,517 41,951 49,598 53,623 46,385 51,685 11,183 12,800 15,007 P r o x y Total ($) 2,774,893 2,934,670 2,175,123 1,410,161 1,749,733 868,076 876,533 904,787 691,667 1,099,231 937,128 731,174 988,860 1,201,981 645,348 (1) Amounts shown reflect the aggregate grant date fair value with respect to performance share units, restricted stock units and restricted stock granted pursuant to our Omnibus Plan, all disregarding any estimates of forfeitures related to service- based vesting conditions. The amounts for represent the grant date fair value of the awards on the date of the grant in accordance with ASC 718. The grant date fair value of the stock awards is equal to the fair market value of the underlying common stock on the date of grant. See Note 8 to the audited Financial Statement included in our 2015 Annual Report on Form 10-K for the assumptions used in valuing the performance share units. (2) Amounts shown reflect the aggregate grant date fair value with respect to stock options and stock appreciation rights (‘‘SAR’’) granted pursuant to our Omnibus Plan, disregarding any estimates of forfeitures related to service-based vesting conditions. The amounts represent grant date fair value of the SARs on the date of the grant in accordance with ASC 718. The grant date fair value of the SAR awards is determined using the Black-Scholes option valuation model. See Note 8 to the audited Financial Statement included in our 2015 Annual Report on Form 10-K for the assumptions used in valuing the SARs. (3) Amounts shown reflect annual performance bonuses earned in the fiscal year and paid in the following year, and are described in detail in the portion of our Compensation Discussion and Analysis, captioned ‘‘2015 Annual Performance Bonus Awards.’’ (4) Amounts shown reflect the aggregate change during the year in the actuarial present value of accumulated benefit under our Pension Plan and Supplemental Pension Plan. The large variability in value year-to-year is caused, for the most part, by changes in the discount rates used to calculate the value from year to year, and not any increase or change in the pension plan for any individual named executive officer. Messrs. Heinrichs, O’Donnell and Ms. Schertell do not participate in any of the defined pension plans. (5) ‘‘All Other Compensation’’ includes Neenah’s contribution to the 401(k) account of each of our named executive officers. The amounts shown for Messrs. Heinrichs, O’Donnell and Ms. Schertell also include Neenah’s contribution to their accounts in the Retirement Contribution Plan and Supplemental Retirement Contribution Plan. The amounts shown for Ms. Lind, Mr. Heinrichs and Ms. Schertell include expenses for an annual physical. The totals shown for Messrs. O’Donnell, Heinrichs, Piedmonte and Ms. Schertell in 2015, 2014, and 2013 include expenses for tax preparation and financial planning. 33 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DS45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DU45501A.;6 mrll_0915.fmt Free: 1810DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 47839 2015 Grants of Plan Based Awards The following table contains information relating to the plan based awards grants made in 2015 to our named executive officers under the Omnibus Plan and is intended to supplement the 2015 Summary Compensation Table listed above. Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Option Awards (3) Grant Date Fair Exercise Number of or Base Value of Securities Price of Stock and Underlying Option Award ($/SH) Option Awards ($) (#) Name and Principal Position Plan Grant Date John P. O’Donnell . . President and Chief Executive Officer . . . . MIP 01/27/2015 Performance Units 01/27/2015 SAR 01/27/2015 . . . Bonnie C. Lind . . Senior Vice President, Chief Financial Officer and Treasurer . . MIP 01/27/2015 Performance Units 01/27/2015 SAR 01/27/2015 Steven S. Heinrichs . . Senior Vice President, General Counsel and Secretary . . . MIP 01/27/2015 Performance Units 01/27/2015 SAR 01/27/2015 . . Julie A. Schertell . Senior Vice President, President Fine and President—Fine Paper & Packaging . . . MIP 01/27/2015 Performance Units 01/27/2015 SAR 01/27/2015 James R. Piedmonte . Senior Vice President, Global Operations Operations . . . MIP 01/27/2015 Performance Units 01/27/2015 SAR 01/27/2015 Threshold Target Maximum Threshold Target Maximum Options (#) (#) (#) ($) ($) ($) 0 0 0 0 0 500,000 1,000,000 4,396 10,990 21,980 195,250 390,500 1,212 3,030 6,060 17,440 59.72 4,810 59.72 155,000 310,000 944 2,360 4,720 3,750 59.72 184,800 462,000 1,104 2,760 5,520 4,380 59.72 126,000 252,000 724 1,810 3,620 2,870 59.72 878,980 287,237 242,340 79,221 188,753 61,763 220,745 72,139 144,764 47,269 (1) (2) Reflects the range of potential annual incentive bonus payments that could have been earned by each named executive officer under Neenah’s MIP in 2015. The actual bonuses earned in 2015 are reflected in the Summary Compensation Table above under the caption ‘‘Non-Equity Incentive Plan Compensation.’’ For more information regarding annual incentive bonus opportunities, see the discussion in the Compensation Discussion and Analysis. Reflects the range of potential performance share units that may be earned by each named executive officer, based on the Company’s level of achievement of performance goals in 2015 and total shareholder return relative to a peer group for the performance period ending December 31, 2015. For more information regarding the performance share units, including how the number of performance share units awarded was determined and the vesting terms applicable to such units, see the discussion in the Compensation Discussion and Analysis. Outstanding restricted share units receive dividends at the same rate as other stockholders. (3) The stock options vest as to one-third of the shares on each of the first three anniversaries of the grant date. 34 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DU45501A.;6 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DW45501A.;4 mrll_0915.fmt Free: 80D*/95D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 53464 Outstanding Equity Awards at 2015 Fiscal Year-End The following table sets forth information concerning outstanding equity awards for our named executive officers as of December 31, 2015. Option Awards 31OCT201109101132 Stock Awards Name and Principal Position John P. O’Donnell . . . . . . . . . . . President and Chief Executive Officer Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Option Number of Number of Securities Securities Underlying Underlying Unexercised Unexercised Options (#) Options (#) Exercisable Unexercisable Options (#) Price ($) Number of Shares or Market Value of Units or shares or Rights That Stock That Option Units of Exercise Expiration Have Not Stock Date Have Not Vested Unearned or Other Vested Equity Incentive Equity Incentive Plan Awards: Plan Awards: Market or Number of Unearned Payout Value of Unearned Shares, Units Shares, Units 0 8,234 6,256 0 125,000 0 6,258 17,440 0 0 0 0 24.09(3) 01/24/2022 31.23(6) 01/28/2023 42.82(5) 01/27/2024 59.72(6) 01/26/2025 28,207(7) 10,990(8) 1,144,078 878,980 or Other Rights That Have Not Vested ($) P r o x y Bonnie C. Lind . . . . . . . . . . . . . Senior Vice President, Chief Financial Officer and Treasurer 2,201 4,534 3,452 0 NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT 24.09(2) 01/24/2022 31.23(4) 01/29/2023 42.82(5) 01/27/2024 59.72(6) 01/26/2025 0 0 1,728 4,810 0 0 0 0 7,783(7) 3,030(8) 315,685 242,340 Steven S. Heinrichs . . . . . . . . . . . Senior Vice President, General Counsel and Secretary Julie A. Schertell . . . . . . . . . . . . Senior Vice President, President Fine —Fine Paper & Packaging Paper & Packaging James R. Piedmonte . . . . . . . . . . Senior Vice President, Global Operations Operations 1,734 2,686 0 1,601 3,000 4,900 2,912 0 3,700 3,800 1,966 0 0 1,344 3,750 0 0 0 1,458 4,380 0 0 984 2,870 0 0 0 0 0 0 0 0 0 0 0 0 31.23(4) 01/28/2023 42.82(5) 01/27/2024 59.72(6) 01/26/2025 19.25(1) 01/27/2021 24.09(2) 01/24/2022 31.23(4) 01/28/2023 42.82(5) 01/27/2024 59.72(6) 01/26/2025 24.09(2) 01/24,2022 31.23(4) 01/28/2023 42.82(5) 01/27/2024 59.72(6) 01/26/2025 6,054(7) 2,360(8) 245,533 188,753 6,569(7) 2,760(8) 266,430 220,745 4,434(7) 1,810(8) 179,859 144,764 (1) (2) (3) (4) (5) (6) (7) These options were granted on January 28, 2011 and vested as follows: 33.34% on January 28, 2012 and 33.33% on both January 28, 2013 and January 28, 2014. These options were converted to stock appreciation rights on July 1, 2014. These options were granted on January 25, 2012 and vest as follows: 33.34% on January 25, 2013 and 33.33% on both January 25, 2014 and January 25, 2015. These options were converted to stock appreciation rights on July 1, 2014. These options were granted to Mr. O’Donnell on January 25, 2013 and vest as further described in the CD&A section of the Company’s 2012 Proxy Statement under the title ‘‘2012 CEO Special Option Grant’’. These options were converted to stock appreciation rights on July 1, 2014. These options were granted on January 29, 2013, and vest as follows: 33.34% on January 29, 2014 and 33.33% on both January 29, 2015 and January 29, 2016. These options were converted to stock appreciation rights on July 1, 2014. These options were granted on January 28, 2014, and vest as follows: 33.34% on January 28, 2015 and 33.33% on both January 28, 2016 and January 28, 2017. These options were converted to stock appreciation rights on July 1, 2014. These stock appreciation rights were granted on January 27, 2015, and vest as follows: 33.34% on January 27, 2016 and 33.33% on both January 27, 2017 and January 27, 2018. These performance share units target levels were set on January 28, 2014 and were earned and vested on December 31, 2014, based on the Company’s achievement of performance goals relating to return on invested capital and total shareholder return during the performance period 35 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DW45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DW45501A.;4 mrll_0915.fmt Free: 5350DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 49257 ending December 31, 2014. The awards were granted at 184% of target as disclosed in the CD&A Section of the 2015 Proxy Statement and the market value disclosed in this table reflects the sizing of these awards. These performance share units are subject to a two year hold requirement after vesting. (8) These performance share units target levels were set on January 27, 2015 and were earned and vested on December 31, 2015, based on the Company’s achievement of performance goals relating to return on invested capital and total shareholder return during the performance period ending December 31, 2015. The awards were granted at 146% of target as disclosed in the CD&A Section of this Proxy Statement and the market value disclosed in this table reflects the sizing of these awards. These performance share units are subject to a two year hold requirement after vesting. 36 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DW45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]DW45501A.;4 mrll_0915.fmt Free: 1005DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 29863 Option Exercises and Stock Vested in 2015 The following table sets forth information regarding options exercised and stock awards vested for our named executive officers in 2015. Option Awards 31OCT201109101132 Stock Awards(2) Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) John P. O’Donnell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonnie C. Lind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Steven S. Heinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Julie A. Schertell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . James R. Piedmonte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,523 2,568 10,367 — 4,600 642,360 118,829 368,735 — 196,664 (1) Reflects the market value of the shares on the vesting date. Number of Shares Acquired on Vesting (#) 24,846 6,765 5,166 4,920 3,813 Value Realized on Vesting ($)(1) 1,551,136 422,339 322,513 307,156 238,046 (2) These shares represent the vesting of the Performance Share Units granted to each of our named executive officer Pension Plans in January of 2013, which vested on December 31, 2015, after a one year performance and two year holding period. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT The Neenah Paper Pension Plan is a broad-based, tax-qualified defined benefit pension plan, which provides a benefit upon retirement to eligible employees of the Company. The Neenah Paper Supplemental Pension Plan is a non-qualified defined benefit pension plan which covers pay and benefits above the qualified limits in the Pension Plan. The compensation covered by these defined benefit plans includes the salary and non-equity incentive payments set forth above in the Summary Compensation Table. Under our Pension Plan an employee is entitled to receive an annual standard benefit based on years of service and integrated with social security benefits. The Code generally places limits on the amount of pension benefits that may be paid from the tax qualified Pension Plan. However, we will pay any participant in our Supplemental Pension Plan the amount of the benefit payable under the Pension Plan that is limited by the Code. Retirement benefits for participants in the Pension Plan who have at least five years of service may begin on a reduced basis at age 55 or on an unreduced basis at the normal retirement age of 65. Unreduced benefits also are available (i) for participants with ten years of service at age 62 or as early as age 60 with thirty years of service and (ii) as described below, for certain involuntary terminations. Ms. Lind and Mr. Piedmonte are eligible for early retirement on a reduced basis. None of our other named executive officers currently is eligible for retirement under our Pension Plan or Supplemental Pension Plan. The normal form of benefit is a single-life annuity payable monthly and other optional forms of benefit are available including a joint and survivor benefit. Accrued benefits under our Supplemental Pension Plan will, at the participant’s option, either be paid as monthly payments in the same form as the retirement payments from the Pension Plan or as an actuarially determined lump sum payment upon retirement after age 55. For a discussion of how we value these obligations and the assumption we use in that valuation, see Note 7 to our financial statements included in our 2015 Annual Report on Form 10-K. For purposes of determining the present value of accumulated benefits, we have used the normal retirement age under the plans, which is 65. P r o x y 37 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DW45501A.;4 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:07 DISK131:[16ZAE1.16ZAE45501]DY45501A.;8 mrll_0915.fmt Free: 1510D*/2300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 27929 2015 Pension Benefits The following table sets forth information as of December 31, 2015 regarding accumulated benefits to our named executive officers under our Pension Plan, Supplemental Pension Plan and German Pension Plans. Name Plan Name Number of Years Credited Service(1) Present Value of Accumulated Benefit ($)(2) Bonnie C. Lind . . . . . . . . . . . Neenah Paper Pension Plan Neenah Paper Supplemental Pension Plan James R. Piedmonte . . . . . . . Neenah Paper Pension Plan Neenah Paper Supplemental Pension Plan 34.0 34.0 37.6 37.6 1,509,796 2,313,935 1,723,363 1,576,066 (1) Includes years of service credited for employment with Kimberly-Clark prior to Neenah’s spin-off for Ms. Lind and Mr. Piedmonte. (2) For a description of the assumptions applied in determining the present value of accumulated benefits reported above, see Note 7 to the audited Financial Statements included in our 2015 Annual Report on Form 10-K. 2015 Nonqualified Deferred Compensation The Supplemental RCP is a nonqualified excess benefit and supplemental retirement plan pursuant to which the Company provides additional retirement benefits to certain highly compensated employees. These Company contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant’s elections under the Supplemental RCP. Payments can be tied to termination of employment, including retirement, and would be paid in lump sum. If a participant dies before receiving the full value of their account balance, the participant’s beneficiary would receive the remainder of the benefit in one lump sum payment. All accounts would be immediately distributed upon a change in control, subject to a 10% reduction in a current participant’s account and a 5% reduction in an account for a retired participant. The Deferred Compensation Plan enables our executive officers to defer a portion of annual cash compensation (base salary and non-equity awards under our MIP). This plan is intended to assist our executive officers in maximizing the value of the compensation they receive from the Company and assist in their retention. Named 38 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DY45501A.;8 v6.8 P r o x y MERRILL CORPORATION CHE107604//22-MAR-16 08:07 DISK131:[16ZAE1.16ZAE45501]DY45501A.;8 mrll_0915.fmt Free: 90D /240D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 39525 executive officer participation in the Supplemental RCP and the Deferred Compensation Plan in 2015 is as follows: Name John P. O’Donnell . . . . . . . . . . . . . . President and Chief Executive Officer Steven S. Heinrichs . . . . . . . . . . . . . Senior Vice President, General Counsel and Secretary Julie A. Schertell . . . . . . . . . . . . . . . Senior Vice President, President Fine Paper & Packaging Executive Contributions in last Fiscal Year(1) Company Contributions in last Fiscal Year(1) Aggregate Earnings in last Fiscal Year Aggregate Withdrawal/ 31OCT201109101132 Distributions Aggregate Balance at Last Fiscal Year 0 0 0 $ 103,906 $(23,009) 0 $ 423,252 $ 22,614 $ (1,240) 0 $ 161,367 $ 22,818 $(1,699) 0 $ 116,231 (1) None of our named executive officers elected to defer compensation in 2015 under the Deferred Compensation Plan NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT (2) Amounts are reported as 2015 compensation in the ‘‘All Other Compensation’’ column of the Summary Compensation Table. Potential Payments Upon Termination We do not have employment agreements or other individual arrangements with our named executive officers that provide for specific benefits upon a termination of employment. In general, upon termination of employment, an executive officer will receive compensation and benefits for which he or she has already vested. This includes accrued but unpaid salary, accrued and unused vacation pay, and payments and benefits accrued under our broad-based benefit programs. The following section describes certain payments and benefits that would be payable to our named executive officers in the event of their involuntary termination in connection with a change-in-control of Neenah, or other involuntary termination. Involuntary Termination in Connection with a Change in Control The Executive Severance Plan covers designated officers, including all of our named executive officers, and provides certain severance benefits upon termination of employment following a change in control of Neenah. Upon termination of the officer’s employment by Neenah without ‘‘cause’’ or by the officer for ‘‘good reason’’ (as defined in the Executive Severance Plan) within the two-year period following a change in control or a termination by us without ‘‘cause’’ during the one-year period preceding such a change in control, the officer will be entitled to a lump-sum cash payment equal to the sum of: (i) two times the sum of his annual base salary and targeted annual bonus; (ii) any qualified retirement plan benefits forfeited as a result of such termination; (iii) the amount of retirement benefits such officer would have received under the qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; (iv) the cost of medical and dental COBRA premiums for a period of two years; and (v) a cash settlement of any accrued retiree medical credits. In addition, the officer will be eligible to receive outplacement services for a period of two years (up to a maximum cost to us of $50,000). Payment of the benefits under the Executive Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against us. The Executive Severance Plan has been designed to limit exposure for any ‘‘parachute’’ excise taxes; but if such excise taxes apply, we 39 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DY45501A.;8 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:07 DISK131:[16ZAE1.16ZAE45501]DY45501A.;8 mrll_0915.fmt Free: 790DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 60327 will reimburse the officer on an after-tax basis for any excise taxes incurred by that executive due to payments received under the Executive Severance Plan. The following table shows the payments that would be made to each of our named executive officers under the Executive Severance Plan in connection with a change-in-control termination. Payments(8) John P. O’Donnell Bonnie C. Lind Steven S. Heinrichs Julie A. Schertell James R. Piedmonte Severance(1) . . . . . . . . . . . . . . . . . . . . . . Prorated Non-Equity Incentive Payment(2) Unvested Stock Option Spread(3) . . . . . . . Unvested Restricted Stock(4) . . . . . . . . . . LTCP Payment . . . . . . . . . . . . . . . . . . . . . Retirement Benefit Payment(5) . . . . . . . . . Welfare Benefit Values(6) . . . . . . . . . . . . . Outplacement . . . . . . . . . . . . . . . . . . . . . Excise Tax & Gross-Up(7) . . . . . . . . . . . . Aggregate Payments . . . . . . . . . . . . . . . . . 2,250,000 500,000 5,342,028 2,762,715 0 232,695 39,852 50,000 0 11,177,290 1,069,500 189,750 151,475 762,083 0 811,219 38,328 50,000 0 3,072,355 930,000 155,000 116,930 593,085 0 70,695 52,188 50,000 0 1,967,898 1,041,600 184,800 119,961 661,696 0 80,145 39,852 50,000 0 2,178,054 812,000 126,000 85,865 441,817 0 197,140 34,308 50,000 0 1,747,130 (1) Severance payment equal to two times the sum of the executive’s annual base salary at the time of the termination plus the target bonus. (2) The Target Non-Equity Incentive Payment is prorated for the number of days in the calendar year prior to termination due to assumed termination on December 31, 2015. (3) Total value of unvested stock option spread and unvested restricted stock that would become vested upon a change in control assuming a share price of $60.27 and a change-in-control date of December 31, 2015. (4) All unearned target performance share units vest upon a change-in-control event. Amounts are based on target 2014 and 2015 performance share unit grants. (5) Actuarial value attributable to retirement benefits. (6) Estimated value associated with the continuation of life insurance, medical, dental, and disability benefits for two years post-termination. (7) Gross-up payments covering the full cost of applicable excise taxes under Code sections 280G and 4999. In 2011 the Compensation Committee closed the plan to new participants and determined that it would phase out the excise tax gross up provision in the Executive Severance Plan for the current named executive officers. Other Involuntary Termination The Neenah Paper Severance Pay Plan (the ‘‘Severance Pay Plan’’) provides regular severance to our executive officers. Participation in the Severance Pay Plan is conditioned upon each participant’s execution of a noncompete agreement. In the event of a qualifying termination, the Severance Pay Plan generally provides officers (including named executive officers) severance equal to one year of base salary. 40 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DY45501A.;8 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 08:07 DISK131:[16ZAE1.16ZAE45501]DY45501A.;8 mrll_0915.fmt Free: 3410DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 32514 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The following directors served on the Compensation Committee during 2015: Messrs. Grzedzinski, McGovern and Dr. Wood. None of the members of the Compensation Committee was an officer or employee of Neenah during 2015 or any time prior thereto, and none of the members had any relationship with Neenah during 2015 that required disclosure under Item 404 of Regulation S-K. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee. 31OCT201109101132 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act and rules and regulations of the SEC thereunder require our directors, officers and persons who beneficially own more than 10% of our common stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our common stock and subsequent reports of changes in such ownership with the SEC. Directors, officers and persons owning more than 10% of our common stock are required by SEC rules and regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports received by us and on information provided by the reporting persons, we believe that during 2015, our directors, officers and owners of more than 10% of our common stock complied with all applicable filing requirements, except that Mr. Moore filed a Form 4 late on March 30, 2016 representing restricted stock units granted in lieu of a quarterly cash dividend granted in 2015 and 2016. NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT P r o x y 41 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: DY45501A.;8 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 06:11 DISK131:[16ZAE1.16ZAE45501]EA45501A.;4 mrll_0915.fmt Free: 2170DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 53609 AUDIT COMMITTEE REPORT The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the accuracy and integrity of Neenah’s financial reporting, including the performance and the independence of Neenah’s independent registered public accounting firm, Deloitte & Touche LLP (‘‘Deloitte’’). On November 30, 2004, our Board of Directors adopted an Audit Committee Charter, which sets forth the responsibilities of the Audit Committee. The Audit Committee reviewed and discussed with management and Deloitte our audited financial statements for the fiscal year ended December 31, 2015. The Audit Committee also discussed with Deloitte the matters required to be discussed under Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU § 380). The Audit Committee received the written disclosures and other communications from Deloitte that are required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee, which included independence considerations. The Audit Committee reviewed the audit and non-audit services provided by Deloitte for the fiscal year ended December 31, 2015 and determined to engage Deloitte as the independent registered public accounting firm of Neenah for the fiscal year ending December 31, 2016. The Audit Committee also received and reviewed a report by Deloitte outlining communications required by NYSE listing standards describing: (1) the firm’s internal quality control procedures; (2) any material issue raised by a) the most recent internal quality control review of the firm, b) peer review of the firm, or c) any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with issues; and (3) (to assess Deloitte’s independence) all relationships between Deloitte and us. Based upon the Audit Committee’s review of the audited financial statements and the discussions noted above, the Audit Committee recommended that the Board of Directors include the audited financial statements for the year ended December 31, 2015 in our Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the SEC. Audit Committee: Timothy S. Lucas, Chairman Philip C. Moore Stephen M. Wood 42 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: EA45501A.;4 v6.8 P r o x y MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]EC45501A.;5 mrll_0915.fmt Free: 515D*/540D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 61308 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3) The Audit Committee of our Board of Directors, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016. As a matter of good corporate practice, the Board has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting. Deloitte & Touche LLP has served as our independent registered public accounting firm since our spin-off from Kimberly-Clark Corporation in November 2004 and is considered by our Audit Committee to be well qualified. If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment. Even if the stockholders ratify the appointment, the Audit Committee, in its discretion, may appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interests of Neenah and its stockholders. 31OCT201109101132 Representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. They also will be available to respond to appropriate questions from stockholders. NOTICE OF 2013 ANNUAL MEETING AND The Audit Committee and the Board unanimously recommend that the stockholders vote ‘‘FOR’’ PROXY STATEMENT the proposal to ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES Audit Fees Aggregate fees for professional services rendered for us by Deloitte & Touche LLP, the member firms of Deloitte Touche and Tohmatsu and their respective affiliates (‘‘Deloitte & Touche’’) as of or for the fiscal years ended December 31, 2015 and December 31, 2014 are set forth below. The aggregate fees included in the Audit category are fees billed for the fiscal year for the integrated audit of our annual financial statements and review of statutory and regulatory filings. The aggregate fees included in each of the other categories are fees billed in the fiscal years. Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,711,455 0 66,355 0 $ $1,766,132 0 56,100 0 $ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,777,810 $1,822,232 2014 2015 Audit Fees were for professional services rendered for the audit of our annual consolidated financial statements including the audit of our internal control over financial reporting and review of quarterly reports on Form 10-Q filed by us with the SEC. Tax Fees were for professional services rendered to assist us with compliance with the revised Tangible Property Regulations of the Internal Revenue Service. 43 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: EC45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]EC45501A.;5 mrll_0915.fmt Free: 610D*/740D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 8337 Policy on Audit Committee Pre-Approval To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly-traded company from obtaining certain non-audit services from its independent registered public accounting firm. The law also requires the audit committee of a publicly traded company to pre-approve other services provided by the independent registered public accounting firm. Pursuant to its charter, the Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. In its pre-approval of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom pre-approval authority is delegated shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services performed by the independent registered public accounting firm in fiscal 2015 and fiscal 2014, including those services described in the table above under the captions ‘‘Audit Fees’’. STOCKHOLDERS’ PROPOSALS FOR 2017 ANNUAL MEETING Proposals of stockholders, excluding nominations for the Board, intended to be presented at the 2017 Annual Meeting should be submitted by certified mail, return receipt requested, and must be received by us at our executive offices in Alpharetta, Georgia, on or before the date that is 120 calendar days prior to the first anniversary of the date that this Proxy Statement is released to stockholders, to be eligible for inclusion in our Proxy Statement and form of proxy relating to that meeting and to be introduced for action at the 2017 Annual Meeting. In the event that the date of the 2017 Annual Meeting is changed more than thirty days from the date of this year’s meeting, notice by stockholders should be received no later than the close of business on the later of the 150th calendar day prior to the 2017 meeting or the 10th calendar day on which public announcement of the date of such meeting is first made. Any stockholder proposal must be in writing and must comply with Rule 14a-8 under the Exchange Act and must set forth (i) a description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting; (ii) the name and address, as they appear on our books, of the stockholder submitting the proposal; (iii) the class and number of shares that are beneficially owned by such stockholder; (iv) the dates on which the stockholder acquired the shares; (v) documentary support for any claim of beneficial ownership as required by Rule 14a-8; (vi) any material interest of the stockholder in the proposal; (vii) a statement in support of the proposal; and (viii) any other information required by the rules and regulations of the SEC. Stockholder nominations for the Board must comply with the procedures set forth above under ‘‘Corporate Governance— Nomination of Directors.’’ The failure of a stockholder to deliver a proposal in accordance with the requirements of the preceding paragraph may result in it being excluded from our Proxy Statement and ineligible for consideration at the 2017 Annual Meeting. Further, the submission of a proposal in accordance with the requirements of the preceding paragraph does not guarantee that we will include it in our Proxy Statement or that it will be eligible for consideration at the 2017 Annual Meeting. We strongly encourage any stockholder interested in submitting a proposal to contact our Corporate Secretary in advance of the submission deadline to discuss the proposal. 44 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: EC45501A.;5 v6.8  MERRILL CORPORATION CHE107604//22-MAR-16 07:52 DISK131:[16ZAE1.16ZAE45501]EC45501A.;5 mrll_0915.fmt Free: 2110DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;134 1 C Cs: 16227 OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING Our Board knows of no matters other than those referred to in the accompanying Notice of Annual Meeting of Stockholders which may properly come before the Annual Meeting. However, if any other matter should be properly presented for consideration and vote at the Annual Meeting or any adjournment(s) thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in the best interest of Neenah and its stockholders. 31OCT201109101132 HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for Notices, and if applicable, the proxy statements and annual reports, with respect to two or more stockholders sharing the same address by delivering a single Notice to those stockholders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that stockholders receive and lower printing and mailing costs for companies. Neenah and certain intermediaries are householding Notices, and if applicable, proxy statements and annual reports, for shareholders of record in connection with its 2016 Annual Meeting. This means that: NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT • Only one Notice, and if applicable, proxy statement and annual report, will be delivered to multiple stockholders sharing an address unless you notify your broker or bank to the contrary; • You can contact Neenah by calling 678-566-6500 or by writing to INVESTOR RELATIONS, Neenah Paper, Inc., at 3460 Preston Ridge Road, Preston Ridge III, Suite 600, Alpharetta, Georgia 30005 to request a separate copy of the Notice, and if applicable, proxy statement and annual report, for the 2016 Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future or you can contact your bank or broker to make a similar request; and • You can request delivery of a single copy of the Notice, and if applicable, proxy statement and annual report, from your bank or broker if you share the same address as another Neenah shareholder and your bank or broker has determined to household proxy materials. P r o x y 45 Neenah Paper Inc DEF 14A Proj: P2355ATA16 Job: 16ZAE45501 (16-2355-1) Page Dim: 8.500� X 11.000� Copy Dim: 38. X 54.3 File: EC45501A.;5 v6.8 Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Washington, D.C. 20549 FORM 10-K FORM 10-K Year Ended December 31, 2012 2011 2010 (Mark One) (Mark One) Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Consolidated EXCHANGE ACT OF 1934 EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 For the fiscal year ended December 31, 2015 OR OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES December 31, 2012 2011 2010 $543.4 265.4 $416.2 279.8 $413.6 244.1 $808.8 $696.0 $657.7 Total Assets EXCHANGE ACT OF 1934 EXCHANGE ACT OF 1934 United States Canada Europe For the transition period from For the transition period from to to Consolidated Commission file number 001-32240 Commission file number 001-32240 NEENAH PAPER, INC. NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. 20-1308307 20-1308307 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) $610.7 $565.1 $606.7 Delaware Delaware (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 3460 Preston Ridge Road 3460 Preston Ridge Road Alpharetta, Georgia Alpharetta, Georgia (Address of principal executive offices) (Address of principal executive offices) Raw Materials 30005 30005 (Zip Code) (Zip Code) $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 F o r m 1 0 - K Registrant’s telephone number, including area code: (678) 566-6500 Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Title of Each Class Title of Each Class Common Stock — $0.01 Par Value Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Preferred Stock Purchase Rights Name of Each Exchange on Which Registered Name of Each Exchange on Which Registered New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:30) No (cid:31) Act. Yes (cid:30) No (cid:31) Act. Yes (cid:31) No (cid:30) Act. Yes (cid:31) No (cid:30) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) files). Yes (cid:31) No (cid:30) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, 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 and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one): all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:31) Smaller reporting company (cid:30) percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Accelerated filer (cid:30) Non-accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller (Do not check if a smaller reporting company) reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2015 (based on the closing The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $985,000,000. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 22, 2016, there were 16,725,000 shares of the Company’s common stock outstanding. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. held on May 26 2016 is incorporated by reference into Part III hereof. 5 (This page has been left blank intentionally.) TABLE OF CONTENTS Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Washington, D.C. 20549 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FORM 10-K Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Part I Item 1. Item 1A. Item 1B. Item 2. Item 3. (Mark One) Item 4. Net sales United States Europe Year Ended December 31, $416.2 279.8 $543.4 265.4 $413.6 244.1 2012 2011 2010 1 10 20 20 21 21 Page $808.8 $696.0 $657.7 Part II Item 5. Consolidated EXCHANGE ACT OF 1934 December 31, For the transition period from Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 22 OR 23 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 26 40 42 42 42 43 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 Disclosure . . . . Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities 44 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors and Executive Officers of the Registrant Delaware 20-1308307 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business (I.R.S. Employer (State or other jurisdiction of 45 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by incorporation or organization) Identification No.) 45 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . business segment. 3460 Preston Ridge Road 45 Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . Alpharetta, Georgia 46 Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Address of principal executive offices) Part III Item 10. Item 11. Item 12. Item 13. Item 14. $308.9 0.1 297.7 $322.5 0.2 288.0 $286.4 0.3 278.4 30005 (Zip Code) Consolidated Raw Materials $610.7 $565.1 $606.7 2012 2011 2010 to F o r m 1 0 - K Registrant’s telephone number, including area code: (678) 566-6500 Part IV Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Exhibits and Financial Statement Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 15. Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class 47 51 Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 5 (This page has been left blank intentionally.) Item 1. Business PART I Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than In this report, unless the context requires otherwise, references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Neenah’’ or the ‘‘Company’’ 10 percent of our consolidated net sales. UNITED STATES are intended to mean Neenah Paper, Inc., its consolidated subsidiaries and predecessor companies. The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K We are organized into two primary businesses: a performance-based technical products business and a premium $413.6 (Mark One) fine paper and packaging business (formerly known as the fine paper business). On January 1, 2015, we changed 244.1 the name of our fine paper business to fine paper and packaging. The name change better reflects the increasing (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES importance, and plans for continued growth, of our premium packaging products. $657.7 Net sales United States Europe Year Ended December 31, $543.4 265.4 $416.2 279.8 Consolidated Overview $808.8 $696.0 2012 2011 2010 EXCHANGE ACT OF 1934 to 2010 2011 2012 $610.7 $606.7 December 31, Title of Each Class Consolidated Raw Materials 30005 (Zip Code) $286.4 0.3 278.4 $322.5 0.2 288.0 For the transition period from 20-1308307 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code: (678) 566-6500 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Our technical products business is a leading international producer of performance-based substrates such as filtration media for transportation, water and other filtration markets, and saturated and coated performance materials used for industrial backings, labels and a variety of other end markets. The business is focused on categories where we believe we are a market leader or have a competitive advantage, including, among others, $308.9 transportation, water and other filter media, specialty tape, label, abrasive, image transfer and customer-specific 0.1 applications used in durable print and other applications. Our customers are located in more than 70 countries. 297.7 Our technical products manufacturing facilities are located in Munising, Michigan, Pittsfield, Massachusetts, Bolton, England and near Munich, Germany. In addition, certain products manufactured in shared facilities $565.1 acquired in the FiberMark Acquisition (as defined below) support our technical products business. For a description of the shared facilities acquired in the FiberMark Acquisition, see Part I, Item 2 ‘‘Properties.’’ Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business We believe our fine paper and packaging business is the leading supplier of premium printing and other high end Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by specialty papers in North America. We are also focused on increasing our presence in international markets. Our business segment. premium writing, text, cover and specialty papers are used in commercial offset and digital printing and imaging applications for corporate identity packages, invitations, personal stationery, premium labels and luxury packaging. Our bright papers are used in applications such as direct mail, advertising inserts, scrapbooks and marketing collateral. Our products include some of the most recognized and preferred fine paper brands and we enjoy Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our leading market positions in many of our product categories. We sell our products primarily to authorized paper Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex distributors, as well as through converters, specialty businesses and major retail customers. Our fine paper and from various suppliers. The technical products business purchases substantially all of its raw material requirements packaging manufacturing facilities are located in Appleton, Neenah and Whiting, Wisconsin; and Canton, Ohio. In externally. We believe that all of the raw materials for our technical products operations, except for certain addition, certain products manufactured in shared facilities acquired in the FiberMark Acquisition support our specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a fine paper and packaging business. For a description of the shared facilities acquired in the FiberMark single supplier would not cause a shutdown of our manufacturing operations. Acquisition, see Part I, Item 2 ‘‘Properties.’’ Act. Yes (cid:31) No (cid:30) Company Structure Act. Yes (cid:30) No (cid:31) Our corporate structure consists of Neenah Paper, Inc., and six direct wholly owned subsidiaries. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Neenah Paper, Inc. is a Delaware corporation that holds our trademarks and patents related to all of our U.S. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term businesses (except Neenah Paper FVC, Inc), all of our U.S. fine paper and packaging inventory, the real estate, Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp mills and manufacturing assets associated with our fine paper and packaging operations in Neenah and Whiting, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur Wisconsin, and all of the equity in our subsidiaries listed below. The common stock of Neenah is publicly traded chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative on the New York Stock Exchange under the symbol ‘‘NP.’’ files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Neenah Paper Michigan, Inc. is a Delaware corporation and a wholly owned subsidiary of Neenah that owns the and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other real estate, mill and manufacturing assets associated with our U.S. technical products business in Munising, reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Michigan. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Neenah Paper FVC, LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): owns all of the equity of Neenah Paper FR, LLC. Neenah Paper FR, LLC is a Delaware limited liability company percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) that owns the real estate, mills and manufacturing assets associated with our fine paper and packaging operation that the loss of a single supplier would not cause a shutdown of our manufacturing operations. in Appleton, Wisconsin. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Accelerated filer (cid:30) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) Neenah Paper International Holding Company, LLC is a Delaware limited liability company and wholly owned increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing subsidiary of Neenah that owns all of the equity of Neenah Paper International, LLC. Neenah Paper ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. International, LLC is a Delaware limited liability company that owns all of the equity of Neenah Germany GmbH fiber supply issues to have a material effect on our operations. and in conjunction with Neenah Germany GmbH all of the equity of Neenah Services GmbH & Co. KG. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 1 5 F o r m 1 0 - K NPCC Holding Company LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of the equity of Neenah Paper Company of Canada (‘‘Neenah Canada’’). Neenah Canada is a Nova Scotia unlimited liability corporation that holds certain post-employment liabilities of our former Canadian operations. Neenah Paper International Finance Company BV is a private company with limited liability organized under the laws of the Netherlands and a wholly owned subsidiary of Neenah that facilitates the financing of our international operations. Neenah Filtration, LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of the equity of Neenah Technical Materials, Inc. (‘‘NTM’’) and Neenah Filtration Appleton, LLC (‘‘NFA’’). NTM is a Massachusetts corporation that owns all of the real estate, mills and manufacturing assets associated with our technical materials business in Pittsfield. Massachusetts. NFA is a Delaware limited liability company that owns certain assets associated with our filtration business in Appleton, Wisconsin. The filtration assets in Appleton, Wisconsin are currently under construction with an anticipated start-up date of January 1, 2017. See ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.’’ Neenah FMK Holdings, LLC is a Delaware limited liability company and a wholly owned subsidiary of Neenah that owns all of the equity of ASP FiberMark, LLC (‘‘ASP’’). ASP is a Delaware limited liability company that owns all of the equity of FiberMark North America, LLC (‘‘FMK’’) and ASP FiberMark UK Limited, a United Kingdom corporation (‘‘FMKUK’’). FMK is a Delaware limited liability company that owns certain real estate, mills and manufacturing assets associated with our fine paper and packaging business and technical products business located in Brattleboro, Vermont, West Springfield, Massachusetts, Quakertown and Reading, Pennsylvania, Brownville and Lowville, New York and Canton, Ohio. FMKUK is a United Kingdom corporation that owns all of the equity of FiberMark Red Bridge International Limited (‘‘Redbridge’’). Redbridge is a United Kingdom corporation that owns all of the real estate, manufacturing assets and inventory associated with our technical products business in Bolton, England. History of the Businesses Neenah was incorporated in April 2004 in contemplation of the spin-off by Kimberly-Clark Corporation (‘‘Kimberly-Clark’’) of its technical products and fine paper businesses in the United States and its Canadian pulp business (collectively, the ‘‘Pulp and Paper Business’’). We had no material assets or activities until Kimberly- Clark’s transfer to us of the Pulp and Paper business on November 30, 2004. On that date, Kimberly-Clark completed the distribution of all of the shares of our common stock to the stockholders of Kimberly-Clark (the ‘‘Spin-Off’’). Following the Spin-Off, we are an independent public company and Kimberly-Clark has no ownership interest in us. In 1952, we purchased what is now our Munising, Michigan mill. Subsequent to the purchase, Technical Products. we converted the mill to produce durable, saturated and coated papers for sale and use in a variety of industrial applications for our technical products business. In October 2006, we purchased the outstanding interests of FiberMark Services GmbH & Co. KG and the outstanding interests of FiberMark Beteiligungs GmbH (collectively ‘‘Neenah Germany’’). At acquisition, the Neenah Germany assets consisted of two mills located near Munich, Germany and a third mill near Frankfurt, Germany, that produce a wide range of products, including transportation, beverage and other filter media, nonwoven wall coverings, masking and other tapes, abrasive backings, and specialized printing and coating substrates. In July 2014, we purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. for approximately $72 million. The acquired technical materials business provides performance-oriented wet laid nonwoven media for water filtration end markets as well as environmental, energy and industrial uses. The technical materials business has two manufacturing facilities in Pittsfield, Massachusetts. On October 31, 2015, we sold our paper mill located near Frankfurt, Germany (the ‘‘Lahnstein Mill’’) to the Kajo Neukirchen Group (the ‘‘Buyer’’) for net cash proceeds of approximately $5.4 million. The Lahnstein Mill, which had annual sales of approximately A50 million, had been operating as a stand-alone business, manufacturing non-woven wallcoverings and various other specialty papers. See Note 12, ‘‘Discontinued Operations and Assets Held for Sale.’’ 2 2012 2011 Fine Paper and Packaging. The fine paper and packaging business was incorporated in 1885 as Neenah Paper Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than Company, which initially operated a single paper mill in Neenah, Wisconsin. We acquired the mill in 1956. In 10 percent of our consolidated net sales. 1981, we purchased an additional mill located in Whiting, Wisconsin to increase the production capacity of the UNITED STATES fine paper and packaging business. In the late 1980s and early 1990s, we expanded the capacity of the fine paper The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION and packaging business by building two new paper machines at the Whiting mill, rebuilding two existing paper Washington, D.C. 20549 Year Ended December 31, machines at the Whiting mill and completing a major expansion of the Neenah facility with the installation of a 2010 FORM 10-K new paper machine, a new finishing center, a new customer service center and a distribution center expansion. Net sales United States Europe $808.8 Consolidated $543.4 265.4 $413.6 244.1 $416.2 279.8 EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES In March 2007, we acquired Fox Valley Corporation (now named Neenah Paper FVC, Inc.), which owned Fox (Mark One) River Paper Company, LLC (‘‘Fox River,’’ now named Neenah Paper FR, LLC). The Fox River assets consisted of four U.S. paper mills and various related assets, producing premium fine papers with well-known brands including STARWHITE�, SUNDANCE�, ESSE� and OXFORD�. In integrating the operations of Fox River with those of $657.7 $696.0 our existing fine paper and packaging mills, we closed three of the Fox River paper mills. We closed the For the fiscal year ended December 31, 2014 Housatonic mill, located near Great Barrington, Massachusetts in May 2007, the fine paper mill located in December 31, OR Urbana, Ohio during the second quarter of 2008 and the fine paper mill located in Ripon, California in May 2009. (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total Assets EXCHANGE ACT OF 1934 United States Canada Europe In January 2012, we purchased certain premium fine paper brands and other assets from Wausau Paper $286.4 Mills, LLC, a subsidiary of Wausau Paper Corp. (‘‘Wausau’’). In January 2013, we purchased certain premium 0.3 business paper brands from the Southworth Company (‘‘Southworth’’). 278.4 $308.9 0.1 Commission file number 001-32240 297.7 FiberMark Acquisition. On August 1, 2015, we purchased all of the outstanding equity of ASP FiberMark, LLC $606.7 NEENAH PAPER, INC. (‘‘FiberMark’’) from ASP FiberMark Holdings, LLC (‘‘American Securities’’) for approximately $118 million (the ‘‘FiberMark Acquisition’’). The purchase price was financed through $80 million of cash on hand and the balance (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities from available borrowing capacity on our revolving credit facility. FiberMark is a specialty coatings and finishing and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business company with a strong presence in luxury packaging and technical products. In September 2015, we announced Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by the planned closure of the acquired Fitchburg, Massachusetts mill (the ‘‘Fitchburg Mill’’) to consolidate our business segment. manufacturing footprint. Manufacturing operations at the Fitchburg Mill ceased in December 2015. See Note 3, ‘‘Acquisitions’’ and Note 12, ‘‘Discontinued Operations and Assets Held for Sale.’’ Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 30005 (Zip Code) Consolidated Raw Materials $565.1 $610.7 2012 2011 2010 to F o r m 1 0 - K Former Pulp Operations. At the Spin-Off, our pulp operations consisted of mills located in Terrace Bay, Ontario Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our and Pictou, Nova Scotia and approximately 975,000 acres of related woodlands. We disposed of these mills and Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex woodlands in a series of transactions from 2006 to 2010. In March 2010, we sold approximately 475,000 acres of from various suppliers. The technical products business purchases substantially all of its raw material requirements woodland assets in Nova Scotia, substantially completing our exit from pulp operations. externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Business Strategy Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our mission is to create value by improving the image and performance of everything we touch. We expect to Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) create value by growing in specialized niche markets that value performance or image and where we have certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by competitive advantages. In managing our businesses, we believe that achieving and maintaining a leadership formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) position in our markets, responding effectively to customer needs and competitive challenges, employing capital needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the optimally, controlling costs and managing risks are important to our long-term success. Strategies to deliver value an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to include: file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Leading in profitable, specialty niche markets — We will increase our participation in niche markets that can every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur provide us with leading positions and value our core competencies in performance-based fiber and non-woven chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative media production, coating and saturating. Key markets include filtration, specialty backings and technical products, files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. and premium fine paper and packaging. 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 Increasing our size, growth rate and portfolio diversification — We will invest and focus resources in higher growth Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) specialty markets to grow with customers in new geographies and to enter into adjacent markets that are growing significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a and profitable. We will do this both through organic initiatives that build on our technologies and capabilities, and cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in through acquisitions that fit with our competencies and provide attractive financial returns. all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) Delivering consistent, attractive returns to our shareholders with disciplined financial management — We will continue that the loss of a single supplier would not cause a shutdown of our manufacturing operations. to use Return on Invested Capital (‘‘ROIC’’) as a key metric to evaluate investment decisions, measure our performance, maintain a prudent capital structure and deploy cash flows in ways that can provide value, including We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) direct cash returns to shareholders through a meaningful dividend. increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 3 5 Products Technical Products. Our technical products business is a leading international producer of performance-based substrates such as filtration media for transportation, water and other filtration markets, and saturated and coated performance materials used for industrial backings, labels and a variety of other end markets. In general, our technical products are sold to other manufacturers as key components for their finished products. Several of our key market segments served, including filtration and specialty backings for tape and abrasives, are global in scope. JET-PRO�SofStretch�, KIMDURA�, MUNISING LP�, PREVAIL�, NEENAH�, and GESSNER� are brands of our technical products business. Our technical products business had net sales of $429 million, $404 million and $353 million in 2015, 2014 and 2013, respectively. The following is a description of certain key products and markets: Filtration media for transportation including induction air, fuel, oil, and cabin air applications. Transportation filtration media are sold to suppliers of automotive companies as original equipment on new cars and trucks as well as to the automotive aftermarket, which represents the large majority of sales. This business is primarily in Europe. Filtration media for water and other industrial end markets. Primary applications include reverse osmosis, catalytic conversion, nanofiltration, ultrafiltration, pervaporation and vapor permeation, as well as other applications for specialty markets. Specialty backings including a) saturated and unsaturated crepe and flat paper tapes sold to manufacturers to produce finished pressure sensitive products for sale in automotive, transportation, manufacturing, building construction, and industrial general purpose applications, including sales in the consumer-do-it-yourself retail channel and b) coated lightweight abrasive paper used in the automotive, construction, metal and woodworking industries for both waterproof and dry sanding applications. Label and tag products made from both saturated base label stock and purchased synthetic base label stock, with coatings applied to allow for high quality variable and digital printing. The synthetic label stock is recognized as a high quality, UV (ultra-violet) stable product used for outdoor applications. Label and tag stock is sold to pressure sensitive coaters, who in turn sell the coated label and tag stock to the label printing community. Other latex saturated and coated papers for use by a wide variety of manufacturers. Premask paper is used as a protective over wrap for products during the manufacturing process and for applying signs, labeling and other finished products. Medical packaging paper is a polymer impregnated base sheet that provides a breathable sterilization barrier that provides unique properties. Image transfer papers used to transfer an image from paper to tee shirts, hats, coffee mugs, and other surfaces using a proprietary imaging coating for use in digital printing applications. Publishing and security papers used to produce book covers, stationery, fancy packaging and passports. Other specialty products include clean room papers, durable printing papers, release papers and furniture backers. Fine Paper and Packaging. Our fine paper and packaging business manufactures and sells world-class branded premium writing, text, cover and specialty papers and envelopes used in corporate identity packages, advertising collateral, premium labels and packaging, and wide format applications. Often these papers are characterized by distinctive coating, finishing, colors, and textures. Our fine paper and packaging business had net sales of $443 million, $436 million and $428 million in 2015, 2014 and 2013, respectively. Commercial printing papers include premium writing, text and cover papers, and envelopes. Uses include advertising collateral, stationery, corporate identity packages and brochures, pocket folders, annual reports, advertising inserts, direct mail, business cards, scrapbooks, and a variety of other uses where colors, texture, coating, unique finishes or heavier weight papers are desired. Our market leading brands in this category include CLASSIC�, CLASSIC CREST�, ESSE�, ENVIRONMENT�, CAPITOL BOND�, ROYAL SUNDANCE�, SOUTHWORTH�, and TOUCHE� trademarks. Our fine paper and packaging business has an exclusive agreement to manufacture, market and distribute Crane & Co.’s CRANE’S CREST�, CRANE’S BOND�, and CRANE’S LETTRA�, branded fine papers in the commercial print category. Our fine paper and packaging business has an exclusive agreement to market and distribute Gruppo Cordenons SpA’s SO...SILK�, PLIKE� and STARDREAM� branded fine papers in the U.S. and Canada. The fine paper and packaging business also sells private watermarked paper and other specialty writing, text, and cover papers. Additionally, the fine paper and packaging business provides leading solutions in the wide format arena, led by its Neenah Wide Format� and CONVERD� brands. 4 Premium packaging and label papers are used for wine, spirits and beer labels, folding cartons, box wrap, bags, Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than hang tags, and stored value cards servicing high-end retail, cosmetics, spirits, and electronics end-use markets. Our 10 percent of our consolidated net sales. market leading brands in these categories include NEENAH� Folding Board, ‘‘ESTATE LABEL�, Neenah� Box UNITED STATES Wrap, PELLAQ�, KIVAR�, SKIVERTEX�, ILLUSIO�, and SENZO�. The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Bright papers are used in applications such as direct mail, advertising inserts, scrapbooks and marketing collateral. Washington, D.C. 20549 Our brands in this category include ASTROBRIGHTS� and CREATIVE COLLECTION�. Additionally, business FORM 10-K papers for professionals and small businesses are sold under our Southworth� brand through major retailers. The fine paper and packaging business also produces and sells other specialty papers that address a consumer’s $413.6 (Mark One) need for enhanced image such as translucent papers, art papers, papers for optical scanning and other specialized 244.1 applications. (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe Year Ended December 31, $543.4 265.4 $416.2 279.8 2012 2011 2010 $808.8 $696.0 $657.7 Consolidated EXCHANGE ACT OF 1934 30005 (Zip Code) Markets and Customers Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Technical Products. The technical products business sells its products globally into product categories generally 2010 used as base materials in the following applications: filtration, component backing materials for manufactured products such as tape and abrasives, and other specialized product uses such as graphics and identification. $308.9 0.1 Several products (filtration media, abrasives, specialty tapes, labels) are used in markets that are directly affected Commission file number 001-32240 297.7 by economic business cycles. Other market segments such as image transfer papers used in small/home office and consumer applications are relatively stable. Most products are performance-based and require qualification at NEENAH PAPER, INC. customers; however, certain categories may also be subject to price competition and the substitution of lower cost (Exact name of registrant as specified in its charter) substrates in some less demanding applications. Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. The technical products business relies on a team of direct sales representatives and customer service representatives to market and sell approximately 95 percent of its sales volume directly to customers and converters. 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 Consolidated December 31, $610.7 $565.1 $606.7 2012 2011 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Title of Each Class Raw Materials New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities The technical products business has more than 500 customers worldwide. The distribution of sales in 2015 was approximately 55 percent in Europe, 30 percent in North America and 15 percent in Latin America and Asia. Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Customers typically convert and transform base papers and film into finished rolls and sheets by adding adhesives, Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex coatings, and finishes. These transformed products are then sold to end-users. from various suppliers. The technical products business purchases substantially all of its raw material requirements Sales to the technical products business’s three largest customers represented approximately 20 percent of total externally. We believe that all of the raw materials for our technical products operations, except for certain sales for the segment in 2015. Although a complete loss of any of these customers would cause a temporary specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a decline in the business’s sales volume, the decline could be partially offset by expanding sales to existing single supplier would not cause a shutdown of our manufacturing operations. customers, and further offset over a several month period with the addition of new customers. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) Fine Paper and Packaging. We believe our fine paper and packaging business is the leading supplier of premium certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the writing, text and cover papers, bright papers and specialty papers in North America. These products are used in formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) high end collateral material, business and legal professions, and corporate identity products. Our premium needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the packaging business includes products such as food and beverage labels and high-end packaging materials such as an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) folding cartons and box wrap used for luxury retail goods. Bright papers are generally used by consumers for able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term flyers, direct mail and packaging. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur The fine paper and packaging business sells its products in a variety of channels including authorized paper chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) distributors, converters, retailers, and direct to end users. Sales to distributors, including distributor owned paper pulp or latex grades would have a material effect on our operations. stores, account for approximately 60 percent of revenue in the fine paper and packaging business. During 2015, 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 approximately eight percent of the sales of our fine paper and packaging business were exported to markets Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) outside the United States. significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Sales to the largest customer of the fine paper and packaging business represented approximately 20 percent of its all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): total sales in 2015. We practice limited sales distribution to improve our ability to control the marketing of our percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) products. Although a complete loss of this customer would cause a temporary decline in the business’s sales that the loss of a single supplier would not cause a shutdown of our manufacturing operations. volume, the decline could be partially offset by expanding sales to existing customers, and further offset over a several month period with the addition of new customers. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing Concentration. In July 2014, Unisource Worldwide, Inc (‘‘Unisource’’) and xpedx, formerly owned by ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. International Paper (‘‘xpedx’’) merged to form Veritiv Corporation (‘‘Veritiv’’). For the years ended December 31, fiber supply issues to have a material effect on our operations. 2015, 2014 and 2013 sales to Unisource and xpedx (and as merged Veritiv) represented approximately 10 percent of our consolidated net sales and approximately 20 percent of net sales of the fine paper and packaging business. DOCUMENTS INCORPORATED BY REFERENCE As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 5 5 F o r m 1 0 - K The following tables present further information about our businesses by geographic area (dollars in millions): Net sales United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $687.3 200.4 $612.0 227.7 $564.4 217.3 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $887.7 $839.7 $781.7 Year Ended December 31, 2015 2014 2013 December 31, 2015 2014 2013 Total Assets United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $533.2 0.1 218.1 $450.9 0.4 273.2 $360.3 1.0 309.6 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $751.4 $724.5 $670.9 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Raw Materials Technical Products. Softwood pulp, specialty pulp and fibers, and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and fibers, and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. Fine Paper and Packaging. Hardwood pulp is the primary fiber used to produce products of the fine paper and packaging business. Other significant raw material inputs in the production of fine paper and packaging products include softwood pulp, recycled fiber, cotton fiber, dyes and fillers. The fine paper and packaging business purchases all of its raw materials externally. We believe that all of the raw materials for our fine paper and packaging operations, except for certain cotton fiber which represent less than five percent of the total fiber requirements of our fine paper and packaging business, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. 6 Energy and Water Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than The equipment used to manufacture the products of our technical products and fine paper and packaging 10 percent of our consolidated net sales. UNITED STATES businesses use significant amounts of energy, primarily electricity, natural gas, oil and coal. We generate The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION substantially all of our electrical energy at the Munising mill and approximately 25 of the electrical energy at our mills in Appleton, Wisconsin and Bruckm¨uhl, Germany. We also purchase electrical energy from external sources, Washington, D.C. 20549 including electricity generated from renewable sources. FORM 10-K 2010 Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on changes in demand and other factors. $543.4 $413.6 (Mark One) 244.1 265.4 An adequate supply of water is needed to manufacture our products. We believe that there is an adequate supply of water for this purpose at each of our manufacturing locations. $657.7 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe Year Ended December 31, $416.2 279.8 Consolidated $808.8 $696.0 2012 2011 EXCHANGE ACT OF 1934 2012 December 31, Working Capital For the transition period from Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR Technical Products. The technical products business maintains approximately 25 to 30 days of raw materials and (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES supplies inventories to support its manufacturing operations and approximately 25 to 35 days of finished goods and semi-finished goods inventory to support customer orders for its products. Sales terms in the technical products business vary depending on the type of product sold and customer category. Extended credit terms of up Commission file number 001-32240 to 120 days are offered to customers located in certain international markets. In general, sales are collected in approximately 45 to 55 days and supplier invoices are paid within 20 to 30 days. NEENAH PAPER, INC. Fine Paper and Packaging. The fine paper and packaging business maintains approximately 10 days of raw (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities material inventories to support its paper making operations and about 55 days of finished goods inventory to fill and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business customer orders. Fine paper and packaging sales terms range between 20 and 30 days with discounts of zero to Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by two percent for customer payments, with discounts of one percent and 20-day terms used most often. Extended business segment. credit terms are offered to customers located in certain international markets. Supplier invoices are typically paid within 30 days. Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 30005 (Zip Code) Consolidated Raw Materials $610.7 $565.1 $606.7 2011 2010 to F o r m 1 0 - K Title of Each Class Registrant’s telephone number, including area code: (678) 566-6500 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Competition Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Technical Products. Our technical products business competes in global markets with a number of large Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements multinational competitors, including Ahlstrom Corporation, Munksj¨o, ArjoWiggins SAS and Hollingsworth & Vose externally. We believe that all of the raw materials for our technical products operations, except for certain Company. It also competes in some, but not all, of these segments with smaller regional manufacturers, such as specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Monadnock Paper Mills, Inc., Expera Specialty Solutions LLC., Potsdam Specialty Paper, Inc. and Paper single supplier would not cause a shutdown of our manufacturing operations. Line S.p.A. We believe the bases of competition in most of these segments are the ability to design and develop customized product features to meet customer specifications while maintaining quality, customer service and price. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) We believe our research and development program gives us an advantage in customizing base papers to meet certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the customer needs. formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Fine Paper and Packaging. We believe our fine paper and packaging business is the leading supplier of premium an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to printing and other high end specialty papers in North America. Our fine paper and packaging business also file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term competes globally in the premium segment of the uncoated free sheet market. The fine paper and packaging Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp business competes directly in North America with Mohawk Fine Paper Inc. and other smaller companies. We every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such believe the primary bases of competition for premium fine papers are brand recognition, product quality, customer only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) service, product availability, promotional support and variety of colors and textures. Price also can be a factor pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, particularly for lower quality printing needs that may compete with opaque and offset papers. We have and will and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by continue to invest in advertising and other programs aimed at graphic designers, printers and corporate end-users Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) in order to maintain a high level of brand awareness as well as communicate the advantages of using our products. significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Research and Development all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) Our technical products business maintains research and development laboratories in Feldkirchen-Westerham, that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Germany, Munising, Michigan and Pittsfield, Massachusetts to support its strategy of developing new products and technologies, and to support growth in its existing product lines and other strategically important markets. In 2014, We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) we consolidated our Roswell, Georgia and Munising, Michigan research and development laboratories at our increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing manufacturing facility in Munising, Michigan to bring our research and development laboratories in closer ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. proximity to our manufacturing operation. We have continually invested in product research and development with fiber supply issues to have a material effect on our operations. spending of $6.8 million in 2015, $5.7 million in 2014 and $5.5 million in 2013. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 7 5 Intellectual Property The KIMDURA� and MUNISING LP� trademarks have made a significant contribution to the marketing of synthetic film and clean room papers of the technical products business. The GESSNER� and varitess� trademarks have played an important role in the marketing of Neenah Germany product lines. We own more than 40 patents and have multiple pending patent applications in the United States, Canada, Western Europe and certain other countries covering image transfer paper, abrasives and medical packaging. We believe our image transfer patents have contributed to establishing the technical products business as a leading supplier of image transfer papers. We own more than 50 trademarks with registrations in approximately 50 countries. Our fine paper and packaging business has built its market leading reputation on trademarked brands that date back as far as 1908. The CLASSIC� family of brands is one of the most well-known and respected trademarks in the printing and writing industry. The CLASSIC� family includes CLASSIC CREST�, CLASSIC� Laid, CLASSIC� Linen, CLASSIC COLUMNS� and CLASSIC COTTON� papers. Our branded products, which also include the ENVIRONMENT� brand and brands such as STARWHITE�, SUNDANCE� and ESSE�, have played an important role in the marketing of the product lines of the fine paper and packaging business, which are recognized as an industry leader for quality, consistency and printing applications. Our fine paper and packaging business has an exclusive licensing agreements to market and distribute Crane’s CRANE’S CREST�, CRANE’S BOND�, CRANE’S LETTRA�, CRANE’S PALETTE� and CRANE’S� Choice Papers branded fine papers and Gruppo Cordenons SpA’s SO...SILK�, PLIKE� and STARDREAM� branded fine papers in the U.S. and Canada. In conjunction with the acquisition of the Wausau fine paper business in January 2012, we acquired the ASTROBRIGHTS�, ASTROPARCHE� and ROYAL premium writing, text and cover brands. In conjunction with the acquisition of the Southworth premium business paper business in January 2013, we acquired the SOUTHWORTH� premium business paper brand. Backlog and Seasonality Technical Products. In general, sales and profits for the technical products business have been relatively stronger in the first half of the year with reductions in the third quarter due to reduced customer converting schedules and in the fourth quarter due to a reduction in year-end inventory levels by our customers. The order flow for the technical products business is subject to seasonal peaks for several of its products, such as the larger volume grades of specialty tape, abrasives, premask, and label stock used primarily in the downstream finished goods manufacturing process. To assure timely shipments during these seasonal peaks, the technical products business provides certain customers with finished goods inventory on consignment. Historically, consignment sales have represented approximately 15 percent of the technical products business’s annual sales. Orders are typically shipped within six to eight weeks of receipt of the order. However, the technical products business periodically experiences periods where order entry levels surge, and order backlogs can increase substantially. Raw materials are purchased and manufacturing schedules are planned based on customer forecasts, current market conditions and individual orders for custom products. The order backlog in the technical products business on December 31, 2015 was approximately $103 million and represented approximately 25 percent of prior year sales. The order backlog in the technical products business on December 31, 2014 was approximately $110 million and represented approximately 25 percent of prior year sales. We previously filled the order backlog from December 31, 2014 and expect to fill the order backlog from December 31, 2015 within the respective following years. Fine Paper and Packaging. The fine paper and packaging business has historically experienced a steady flow of orders. Orders for stock products are typically shipped within two days, while custom orders are shipped within two to three weeks of receipt. Raw material purchases and manufacturing schedules are planned based on a combination of historical trends, customer forecasts and current market conditions. The order backlogs in the fine paper and packaging business on December 31, 2015 and 2014 were $19.2 million and $17.0 million, respectively, which represent approximately 15 days of sales. The order backlogs from December 31, 2015 and 2014 were filled in the respective following years. The operating results at each of our businesses are influenced by the timing of our annual maintenance downs, which are generally scheduled in the third quarter. 8 Employee and Labor Relations As of December 31, 2015, the Company had approximately 2,340 regular full-time employees of whom 1,140 hourly and 540 salaried employees were located in the United States and 390 hourly and 270 salaried employees were located in Europe. Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Year Ended December 31, Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are FORM 10-K eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, Chemie and Energie (the ‘‘IG BCE’’). In June 2015, the IG BCE and a national trade association representing all employers in the industry signed a collective bargaining agreement covering union employees of Neenah Germany $413.6 (Mark One) that expires in June 2017. Under German law union membership is voluntary and does not need to be disclosed to 244.1 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG $657.7 BCE that expires in June 2017 cannot be determined. Net sales United States Europe EXCHANGE ACT OF 1934 $543.4 265.4 $416.2 279.8 Consolidated $808.8 $696.0 2011 2012 2010 $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES As of December 31, 2015, approximately 235 employees are covered under collective bargaining agreements that expire in the next 12-months. We believe we have satisfactory relations with our employees covered by collective bargaining agreements and do not expect the negotiation of new collective bargaining agreements to have a material effect on our results of operations or cash flows. See Note 11 of Notes to Consolidated Financial Statements ‘‘Contingencies and Legal Matters — Employees and Labor Relations.’’ December 31, 2012 2011 2010 For the transition period from to Total Assets EXCHANGE ACT OF 1934 United States Canada Europe $606.7 $565.1 $610.7 Title of Each Class Consolidated Raw Materials 30005 (Zip Code) New York Stock Exchange Name of Each Exchange on Which Registered Environmental, Health and Safety Matters 20-1308307 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code: (678) 566-6500 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Commission file number 001-32240 NEENAH PAPER, INC. Our operations are subject to federal, state and local laws, regulations and ordinances relating to various (Exact name of registrant as specified in its charter) environmental, health and safety matters. Our operations are in compliance with, or we are taking actions Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities designed to ensure compliance with, these laws, regulations and ordinances. However, the nature of our and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business operations exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by or standards, and there can be no assurance that material costs or liabilities will not be incurred in connection business segment. with those claims. Except for certain orders issued by environmental, health and safety regulatory agencies with which we believe we are in compliance and which we believe are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any judicial or administrative proceeding Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our relating to environmental, health and safety matters. Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Greenhouse gas (‘‘GHG’’) emissions have increasingly become the subject of political and regulatory focus. from various suppliers. The technical products business purchases substantially all of its raw material requirements Concern over potential climate change, including global warming, has led to legislative and regulatory initiatives externally. We believe that all of the raw materials for our technical products operations, except for certain directed at limiting GHG emissions. In addition to certain federal proposals in the United States to regulate GHG specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a emissions, Germany, the United Kingdom and all the states in which we operate are currently considering GHG Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. legislation or regulations, either individually and/or as part of regional initiatives. While not all are likely to Our technical products business acquires all of its specialized pulp requirements from two global suppliers and become law it is reasonably possible that additional climate change related mandates will be forthcoming, and it is Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) operational or equipment modifications to reduce emissions and creating costs to comply with regulations or to needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of mitigate the financial consequences of such compliance. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to While we have incurred in the past several years, and will continue to incur, capital and operating expenditures in file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term order to comply with environmental, health and safety laws, regulations and ordinances, we believe that our future Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp cost of compliance with environmental, health and safety laws, regulations and ordinances, and our exposure to every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such liability for environmental, health and safety claims will not have a material effect on our financial condition, only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) results of operations or liquidity. However, future events, such as changes in existing laws and regulations, new pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, legislation to limit GHG emissions or contamination of sites owned, operated or used for waste disposal by us and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other (including currently unknown contamination and contamination caused by prior owners and operators of such sites reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, or other waste generators) may give rise to additional costs which could have a material effect on our financial Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that condition, results of operations or liquidity. smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): We have planned capital expenditures to comply with environmental, health and safety laws, regulations and percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) ordinances during the period 2016 through 2018 of approximately $1 million to $2 million annually. Our that the loss of a single supplier would not cause a shutdown of our manufacturing operations. anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial condition, results of operations or liquidity. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 9 5 F o r m 1 0 - K AVAILABLE INFORMATION We are subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. As such, we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (‘‘SEC’’). Our SEC filings are available to the public on the SEC’s web site at www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock is traded on the New York Stock Exchange under the symbol NP. You may inspect the reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our web site is www.neenah.com. Information on our web site is not incorporated by reference in this document. Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are and will be available free of charge on our web site as soon as reasonably practicable after we file or furnish such reports with the SEC. In addition, you may request a copy of any of these reports (excluding exhibits) at no cost upon written request to us at: Investor Relations, Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005. Item 1A. Risk Factors You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K. Some of the risks described below relate principally to our business and the industry in which we operate, while others relate principally to our indebtedness. The remaining risks relate principally to the securities markets generally and ownership of our common stock. Our business, financial condition, results of operations or liquidity could be materially affected by any of these risks, and, as a result, the trading price of our common stock could decline. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Risks Related to Our Business and Industry Our business will suffer if we are unable to effectively respond to decreased demand for some of our products due to conditions in the global economy or secular pressures in some markets. We have experienced and may experience in the future decreased demand for some of our products due to slowing or negative global economic growth, uncertainty in credit markets, declining consumer and business confidence, fluctuating commodity prices, increased unemployment and other challenges affecting the global economy. Parts of our fine paper and packaging business are subject to electronic substitution. In addition, our customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. If we are unable to implement business strategies to effectively respond to decreased demand for our products, our financial position, cash flows and results of operations would be adversely affected. Changes in international conditions generally, and particularly in Germany, could adversely affect our business and results of operations. Our operating results and business prospects could be adversely affected by risks related to the countries outside the United States in which we have manufacturing facilities or sell our products, including Germany, the Eurozone and elsewhere. Downturns in economic activity, adverse tax consequences, fluctuations in the value of local currency versus the U.S. dollar, or any change in social, political or labor conditions in any of these countries or regions could negatively affect our financial results. For example, the European sovereign debt crisis has negatively affected economic conditions in Europe and globally. We have significant operations and financial relationships based in Europe and in Germany in particular. Europe has historically accounted for over 40 percent of our net revenues. If the European sovereign debt crisis continues or deepens, economic conditions in Europe may further deteriorate. In that case, our business in Europe and elsewhere, as well as the businesses of our customers and suppliers, may be adversely affected. 10 The availability of and prices for raw materials and energy will significantly impact our business. 2011 2012 Consolidated Year Ended December 31, EXCHANGE ACT OF 1934 Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than We purchase a substantial portion of the raw materials and energy necessary to produce our products on the open 10 percent of our consolidated net sales. UNITED STATES market, and, as a result, the price and other terms of those purchases are subject to change based on factors such The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION as worldwide supply and demand and government regulation. We do not have significant influence over our raw material or energy prices and our ability to pass increases in those prices along to purchasers of our products may Washington, D.C. 20549 be challenged, unless those increases coincide with increased demand for the product. Therefore, raw material or 2010 FORM 10-K energy prices could increase at the same time that prices for our products are steady or decreasing. In addition, Net sales we may not be able to recoup other cost increases we may experience, such as those resulting from inflation or United States (Mark One) from increases in wages or salaries or increases in health care, pension or other employee benefits costs, insurance Europe costs or other costs. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by For the fiscal year ended December 31, 2014 formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our OR needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES an interruption of production at any one supplier, we believe that each of these suppliers individually would be $308.9 able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term 0.1 disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Commission file number 001-32240 297.7 grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. $606.7 NEENAH PAPER, INC. Our fine paper and packaging business acquires a substantial majority of the cotton fiber used in the production (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities of certain branded bond paper products pursuant to annual agreements with two North American producers. The and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business balance of our cotton fiber requirements are acquired through ‘‘spot market’’ purchases from a variety of other Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by producers. We believe that a partial or total disruption in the production of cotton fibers at our two primary business segment. suppliers would increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 $413.6 244.1 $416.2 279.8 $543.4 265.4 Consolidated December 31, $610.7 $565.1 $808.8 $696.0 $657.7 2012 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 30005 (Zip Code) Raw Materials Our operating results are likely to fluctuate. F o r m 1 0 - K Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, many Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex of which are beyond our control. Operating results could be adversely affected by general economic conditions from various suppliers. The technical products business purchases substantially all of its raw material requirements causing a downturn in the market for paper products. Additional factors that could affect our results include, externally. We believe that all of the raw materials for our technical products operations, except for certain among others, changes in the market price of pulp, the effects of competitive pricing pressures, production specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a capacity levels and manufacturing yields, availability and cost of products from our suppliers, the gain or loss of single supplier would not cause a shutdown of our manufacturing operations. significant customers, our ability to develop, introduce and market new products and technologies on a timely basis, changes in the mix of products produced and sold, seasonal customer demand, the relative strength of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) Euro versus the U.S. dollar, increasing interest rates and environmental costs. The timing and effect of the certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the foregoing factors are difficult to predict, and these or other factors could materially adversely affect our quarterly formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) or annual operating results. needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to We face many competitors, several of which have greater financial and other resources. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp We face competition in each of our business segments from companies that produce the same type of products every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur that we produce or that produce lower priced alternative products that customers may use instead of our products. chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative Some of our competitors have greater financial, sales and marketing, or research and development resources than files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. we do. Greater financial resources and product development capabilities may also allow our competitors to 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 respond more quickly to new opportunities or changes in customer requirements. Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Some of our businesses are sensitive to changes in the macro economic environment. Fluctuations in the prices of and the cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in demand for products could result in smaller profit margins and lower sales volumes. all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Historically, economic and market shifts, and fluctuations in capacity have created cyclical changes in prices, sales Smaller reporting company (cid:30) Large accelerated filer (cid:31) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. volume and margins for products in the paper, packaging and related industries. The length and magnitude of industry cycles have varied over time and by product, but generally reflect changes in macroeconomic conditions We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) and levels of industry capacity. The overall levels of demand for many of our products reflect fluctuations in levels increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing of end-user demand, which depend in large part on general macroeconomic conditions in North America and ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. regional economic conditions in our markets (including Europe, Asia, and Central and South America), as well as fiber supply issues to have a material effect on our operations. foreign currency exchange rates. The foregoing factors could materially and adversely impact our sales, cash flows, profitability and results of operations. DOCUMENTS INCORPORATED BY REFERENCE As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 11 5 Our businesses are significantly dependent on sales to their largest customers. Sales to the largest customer of the fine paper and packaging business represented approximately 20 percent of total sales for the segment in 2015. Sales to the three largest customers of the technical products business represented approximately 20 percent of total sales for the segment in 2015. A significant loss of business from any of our major fine paper and packaging or technical products customers may have a material adverse effect on our financial condition, results of operations and liquidity. We are also subject to credit risk associated with our customer concentration. If one or more of our largest fine paper and packaging or technical products customers were to become bankrupt, insolvent or otherwise were unable to pay for services provided, we may incur significant write-offs of accounts receivable. We cannot be certain that our tax planning strategies will be effective and that our net operating losses (‘‘NOLs’’) and research and development tax credits will continue to be available to offset our tax liability. We are continuously undergoing examination by the Internal Revenue Service (the ‘‘IRS’’) as well as taxing authorities in various state and foreign jurisdictions in which we operate. The IRS and other taxing authorities routinely challenge certain deductions and credits reported on our income tax returns. As of December 31, 2015, we had $78.1 million of state NOLs which may be used to offset state taxable income. Our financial statements reflect a deferred tax asset of approximately $2.5 million, net of related uncertain tax positions and a valuation allowance of $2.9 million. In order to utilize the NOLs, we must generate consolidated taxable income. If not used, substantially all of the state NOLs will expire in various amounts between 2016 and 2035. In addition, we had $30.2 million of U.S. federal and state research and development credits (‘‘R&D Credits’’) which, if not used, will expire between 2027 and 2035 for the U.S. federal R&D Credits and between 2017 and 2030 for the state R&D Credits. The availability of state NOLs and state credits to offset taxable income and income tax, respectively, could also be substantially reduced if we were to undergo an ‘‘ownership change’’ as defined within certain state tax codes. In accordance with Accounting Standards Codification (‘‘ASC’’) Topic 740, Income Taxes (‘‘ASC Topic 740’’), as of December 31, 2015, we have recorded a liability of $12.9 million for uncertain tax positions where we believe it is ‘‘more likely than not’’ that the benefit reported on our income tax return will not be realized. There can be no assurance, however, that the actual amount of unrealized deductions will not exceed the amounts we have recognized for uncertain tax positions. We have significant obligations for pension and other postretirement benefits. We have significant obligations for pension and other postretirement benefits which could require future funding beyond that which we have funded in the past or which we currently anticipate. At December 31, 2015, our projected pension benefit obligations were $360.1 million and exceeded the fair value of pension plan assets by $51.8 million. In 2015, we made total contributions to qualified pension trusts of $1.0 million. In addition, during 2015 we paid pension benefits for unfunded qualified and supplemental retirement plans of $1.8 million. At December 31, 2015, our projected other postretirement benefit obligations were $40.5 million. No assets have been set aside to satisfy our other postretirement benefit obligations. In 2015, we made payments for postretirement benefits other than pensions of $4.0 million. A material increase in funding requirements or benefit payments could have a material effect on our cash flows. We may be required to pay material amounts under multiemployer pension plans. We contribute to The PACE Industry Union-Management Pension Fund (‘‘the PIUMPF’’), a multiemployer pension plan. The amount of our annual contributions to the PIUMPF is negotiated with the plan and the bargaining unit representing our employees covered by the plan. In 2015, we contributed approximately $0.1 million to the PIUMPF, and in future years we may be required to make increased annual contributions, which would reduce the cash available for business and other needs. In addition, in the event of a partial or complete withdrawal by us from the PIUMPF at a time when the plan is underfunded, we would be liable for a proportionate share of such plan’s unfunded vested benefits, referred to as a withdrawal liability. A withdrawal liability is considered a contingent liability. In the event that any other contributing employer withdrew from the PIUMPF at a time when the plan is underfunded, and such employer cannot satisfy its obligations to the plan at the time of withdrawal, then the proportionate share of the plan’s unfunded vested benefits that would be allocable to us and to the other remaining contributing employers, would increase and there could be an increase to our required annual contributions. In future negotiations of collective bargaining agreements with the labor union that participates in the PIUMPF, we may decide to discontinue participation in the plan. 12  to 2010 2011 2012 2010 2011 2012 $565.1 $610.7 $657.7 $808.8 December 31, Consolidated Consolidated $543.4 265.4 Raw Materials Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Year Ended December 31, EXCHANGE ACT OF 1934 Net sales United States Europe The PIUMPF was certified to be in ‘‘critical status’’ for the plan year beginning January 1, 2010, and continued to Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than be in critical status for the plan year beginning January 1, 2015. In 2013, two large employers withdrew from the 10 percent of our consolidated net sales. PIUMPF. Further withdrawals by other contributing employers could cause a ‘‘mass withdrawal’’ from, or UNITED STATES effectively a termination of, the PIUMPF or alternatively we could elect to withdraw. Although we have no The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION current intention to withdraw from the PIUMPF, if we were to withdraw, either completely or partially, we would Washington, D.C. 20549 incur a withdrawal liability based on our share of the PIUMPF’s unfunded vested benefits. Based on information as of December 31, 2014 provided by the PIUMPF and reviewed by our actuarial consultant, we estimate that, as FORM 10-K of December 31, 2015, the payments that we would be required to make to PIUMPF in the event of our complete withdrawal would be approximately $0.1 million per year on a pre-tax basis. These payments would continue for $413.6 $416.2 (Mark One) 20 years, unless we were deemed to be included in a ‘‘mass withdrawal’’ from the PIUMPF, in which case these 244.1 279.8 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES payments would continue in perpetuity. However, we are not able to determine the exact amount of our $696.0 withdrawal liability because the amount could be higher or lower depending on the nature and timing of any triggering event, the funded status of the plan and our level of contributions to the plan prior to the triggering For the fiscal year ended December 31, 2014 event. These withdrawal liability payments would be in addition to pension contributions to any new pension plan OR adopted or contributed to by us to replace the PIUMPF and could have a material effect on our cash flows. (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Adverse changes to pension laws and regulations could increase the likelihood and amount of our liabilities arising Total Assets EXCHANGE ACT OF 1934 under the PIUMPF. United States Canada Europe $308.9 0.1 Commission file number 001-32240 297.7 We are involved in legal actions and claims arising in the ordinary course of our business. The outcome of such $606.7 NEENAH PAPER, INC. legal actions and claims against us cannot be predicted with certainty. Legal actions and claims against us could (Exact name of registrant as specified in its charter) have a material effect on our financial condition, results of operations and liquidity. Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. The outcome of legal actions and claims may adversely affect us. Labor interruptions would adversely affect our business. 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 30005 (Zip Code) New York Stock Exchange Name of Each Exchange on Which Registered Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Except for our Pittsfield, Massachusetts, Brownville, New York and Quakertown, Pennsylvania manufacturing facilities which are non-union, substantially all of our hourly employees are unionized. In addition, some key customers and suppliers are also unionized. Strikes, lockouts or other work stoppages or slowdowns involving our Registrant’s telephone number, including area code: (678) 566-6500 unionized employees could have a material effect on us. Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex If we are unable to continue to implement our business strategies, our financial conditions and operating results could be from various suppliers. The technical products business purchases substantially all of its raw material requirements materially affected. externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Our future operating results will depend, in part, on the extent to which we can successfully implement our Securities registered pursuant to Section 12(g) of the Act: None business strategies in a cost effective manner. However, our strategies are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. If we are unable to Act. Yes (cid:31) No (cid:30) successfully implement our business strategies, our business, financial condition and operating results could be Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the materially adversely affected. Act. Yes (cid:30) No (cid:31) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the We may not successfully integrate acquisitions and may be unable to achieve anticipated cost savings or other synergies. an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) The integration of the operations of acquired companies involves a number of risks and presents financial, able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term managerial, legal and operational challenges. We may have difficulty, and may incur unanticipated expenses Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this related to, integrating information systems, financial reporting activities, and integrating and retaining management grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such and personnel from acquired companies. We may not be able to achieve anticipated cost savings or commercial or only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) growth synergies, for a number of reasons, including contractual constraints and obligations or an inability to take pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, advantage of expected commercial opportunities, increased operating efficiencies or commercial expansion of key and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other technologies. Failure to successfully integrate acquired companies may have an adverse effect on our business, reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, financial condition, results of operations, and cash flows. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Future dividends on our common stock may be restricted or eliminated. percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future that the loss of a single supplier would not cause a shutdown of our manufacturing operations. earnings, cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would stock is limited under the terms of both our bank credit agreement and the indenture for our $175 million of Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the eight-year senior notes due November 2021 (the ‘‘2021 Senior Notes’’). As of December 31, 2015, under the most The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton restrictive terms of the indenture for the 2021 Senior Notes, our ability to pay cash dividends on our common stock price on the New York Stock Exchange) on such date was approximately $880,000,000. stock is limited to a total of $25 million in a 12-month period. However, we can pay dividends in excess of such fiber supply issues to have a material effect on our operations. limitations by utilizing ‘‘restricted payment baskets’’ as defined in the indenture for the 2021 Senior Notes and our DOCUMENTS INCORPORATED BY REFERENCE bank credit agreement. There can be no assurance that we will continue to pay dividends in the future. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Title of Each Class Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 13 5 F o r m 1 0 - K We may be required to record a charge to our earnings if our goodwill or intangible assets become impaired. As of December 31, 2015, we had goodwill of $72.2 million and other intangible assets of $79.1 million. Goodwill and other intangible assets are recorded at fair value on the date of acquisition. In accordance with applicable accounting guidance, we review goodwill and other indefinite-lived intangible assets at least annually for impairment, and long-lived intangible assets when facts and circumstances warrant an impairment review. Impairment may result from, among other things, deterioration in performance, adverse market conditions, adverse changes in applicable laws or regulations, and a variety of other factors. The amount of any non-cash impairment would be recognized immediately through our consolidated statement of operations. Any future goodwill or other intangible asset impairment could have a material adverse effect on our results of operations and financial position. If we have a catastrophic loss or unforeseen or recurring operational problems at any of our facilities, we could suffer significant lost production and/or cost increases. Our technical products and fine paper and packaging businesses may suffer catastrophic loss due to fire, flood, terrorism, mechanical failure, or other natural or man-made events. If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, delay or reduce shipments, reduce revenue, and result in significant expenses to repair or replace the facility. These expenses and losses may not be adequately covered by property or business interruption insurance. Even if covered by insurance, our inability to deliver our products to customers, even on a short-term basis, may cause us to lose market share on a more permanent basis. Fluctuations in currency exchange rates could adversely affect our results. Exchange rate fluctuations for the Euro do not have a material effect on the operations or cash flows of our German technical products business. Our German technical products business incurs most of its costs and sells most of its production in Europe and, therefore, its operations and cash flows are not materially affected by changes in the exchange rate of the Euro relative to the U.S. dollar. Changes in the Euro exchange rate relative to the U.S. dollar will, however, have an effect on our balance sheet and reported results of operations. See ‘‘Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.’’ In addition, because we transact business in other foreign countries, some of our revenues and expenses are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currency in which the transaction is denominated and the local currency of our operations into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenues or costs related to such transaction, and thus have an effect on our reported sales and income before income taxes. Our activities are subject to extensive government regulation, which could increase our costs, cause us to incur liabilities and adversely affect the manufacturing and marketing of our products. Our operations are subject to federal, state and local laws, regulations and ordinances in the United States and Germany relating to various environmental, health and safety matters. The nature of our operations requires that we invest capital and incur operating costs to comply with those laws, regulations and ordinances and exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards. We cannot assure that significant additional expenditures will not be required to maintain compliance with, or satisfy potential claims arising from, such laws, regulations and ordinances. Future events, such as changes in existing laws and regulations or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs that could require significantly higher capital expenditures and operating costs, which would reduce the funds otherwise available for operations, capital expenditures, future business opportunities or other purposes. 14 We are subject to risks associated with possible climate change legislation and various cost and manufacturing issues associated with such legislation. Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES GHG emissions have increasingly become the subject of political and regulatory focus. Concern over potential The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. In addition to certain federal proposals in the United States to regulate GHG emissions, Germany, the Washington, D.C. 20549 United Kingdom and all the states in which we operate are currently considering GHG legislation or regulations, FORM 10-K either individually and/or as part of regional initiatives. While not all are likely to become law it is reasonably possible that additional climate change related mandates will be forthcoming, and it is expected that they may $413.6 (Mark One) adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipment 244.1 modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES consequences of compliance. Consolidated Net sales United States Europe Year Ended December 31, $543.4 265.4 $416.2 279.8 $696.0 $808.8 $657.7 2012 2011 2010 EXCHANGE ACT OF 1934 2012 December 31, For the transition period from Total Assets EXCHANGE ACT OF 1934 United States Canada Europe We are subject to cyber-security risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology that manages operations and other business processes. For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES We use information technologies to securely manage operations and various business functions. We rely on various $308.9 technologies to process, store and report on our business and interact with customers, vendors and employees. 0.1 The secure processing, maintenance and transmission of this information is critical to our operations and business Commission file number 001-32240 297.7 strategy. Despite our security design and controls, and those of our third party providers, our information technology and infrastructure may be vulnerable to cyber attacks by hackers or breaches due to employee error, $606.7 NEENAH PAPER, INC. malfeasance or other disruptions. Any such breach could result in operational disruptions or the misappropriation (Exact name of registrant as specified in its charter) of sensitive data that could subject us to civil and criminal penalties, litigation or have a negative impact on our Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities reputation. There can be no assurance that such disruptions or misappropriations and the resulting repercussions and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business will not negatively impact our cash flows and materially affect our results of operations or financial condition. The Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by U.S. Congress is considering cyber-security legislation that, if enacted, could impose additional obligations on us business segment. and could expand our potential liability in the event of a cyber-security incident. 20-1308307 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) $322.5 0.2 288.0 $286.4 0.3 278.4 30005 (Zip Code) Consolidated Raw Materials $610.7 $565.1 2011 2010 to Our business may suffer if we do not retain our senior management. Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our We depend on our senior management. The loss of services of members of our senior management team could Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex adversely affect our business until suitable replacements can be found. There may be a limited number of persons from various suppliers. The technical products business purchases substantially all of its raw material requirements with the requisite skills to serve in these positions and we may be unable to locate or employ qualified personnel externally. We believe that all of the raw materials for our technical products operations, except for certain on acceptable terms. In addition, our future success requires us to continue to attract and retain competent specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a personnel. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Risks Relating to Our Indebtedness certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the We may not be able to fund our future capital requirements internally or obtain third-party financing. formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of We may be required or choose to obtain additional debt or equity financing to meet our future working capital Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to requirements, as well as to fund capital expenditures and acquisitions. To the extent we must obtain financing file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term from external sources to fund our capital requirements, we cannot guarantee financing will be available on Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp favorable terms, if at all. As of December 31, 2015, we have required debt payments of $1.2 million during the every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur year ending December 31, 2016. chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. We may not be able to generate sufficient cash flow to meet our debt obligations, including the 2021 Senior Notes. 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other Our ability to make scheduled payments or to refinance our obligations with respect to the 2021 Senior Notes, our reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, other debt and our other liabilities will depend on our financial and operating performance, which, in turn, is Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): If our cash flow and capital resources are insufficient to fund our debt obligations and other liabilities, we could percent of the total fiber requirements of our fine paper business, are readily available from several sources and face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital Smaller reporting company (cid:30) Large accelerated filer (cid:31) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure that our operating performance, cash flow and capital resources will be sufficient to repay our debt in the future. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) In the event that we are required to dispose of material assets or operations or restructure our debt to meet our increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing debt and other obligations, we can make no assurances as to the terms of any such transaction or how quickly any ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. such transaction could be completed. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 15 5 F o r m 1 0 - K If we cannot make scheduled payments on our debt, we will be in default and, as a result: our debt holders could declare all outstanding principal and interest to be due and payable; our senior secured lenders could terminate their commitments and commence foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. If our operating performance declines in the future or we breach our covenants under our revolving credit facility, we may need to obtain waivers from the lenders under our revolving credit facility to avoid being in default. We may not be able to obtain these waivers. If this occurs, we would be in default under our revolving credit facility. We have significant indebtedness which subjects us to restrictive covenants relating to the operation of our business. As of December 31, 2015, we had $175 million of 2021 Senior Notes, $51.1 million in revolving credit borrowings and $8.3 million of project financing outstanding. In addition, availability under our bank credit agreement was approximately $123 million. Our leverage could have important consequences. For example, it could: make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the 2021 Senior Notes and our other indebtedness; place us at a disadvantage to our competitors; require us to dedicate a substantial portion of our cash flow from operations to service payments on our indebtedness, thereby reducing funds available for other purposes; increase our vulnerability to a downturn in general economic conditions or the industry in which we operate; limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate and other purposes; and limit our ability to plan for and react to changes in our business and the industry in which we operate. The terms of our indebtedness, including our bank credit agreement and the indenture governing the 2021 Senior Notes, contain covenants restricting our ability to, among other things, incur certain additional debt, incur or create certain liens, make specified restricted payments, pay dividends, authorize or issue capital stock, enter into transactions with our affiliates, consolidate or merge with or acquire another business, sell certain of our assets or liquidate, dissolve or wind-up our company. As of December 31, 2015, under the most restrictive terms of debt agreements, our ability to pay cash dividends on our common stock is limited to a total of $25 million in a 12-month period. However, we can pay dividends in excess of such limitations by utilizing ‘‘restricted payment baskets’’ as defined in the indenture for the 2021 Senior Notes and our bank credit agreement. In addition, if the aggregate availability under our revolving credit facilities is less than the greater of (i) $25 million and (ii) 12.5% of the maximum aggregate commitments under our revolving credit facilities as then in effect, we will be subject to increased reporting obligations and controls until such time as availability is more than the greater of (a) $35 million and (b) 17.5% of the maximum aggregate commitments under our revolving credit facilities as then in effect for at least 60 consecutive days and no default or event of default has occurred or is continuing during such 60-day period. If aggregate availability under our revolving credit facilities is less than the greater of (i) $20 million and (ii) 10% of the maximum aggregate commitments under our revolving credit facilities as then in effect, we are required to comply with a fixed charge coverage ratio (as defined in our bank credit agreement) of not less than 1.1 to 1.0 for the preceding four-quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer be necessary once (x) aggregate availability under our revolving credit facilities exceeds the greater of (i) 17.5% of the aggregate commitment for our revolving credit facilities and (ii) $35 million for 60 consecutive days and (y) no default or event of default has occurred and is continuing during such 60- day period. As of December 31, 2015, aggregate availability under our revolving credit facilities exceeded the minimum required amount, and we are not required to comply with such fixed charge coverage ratio. 16 • • • • • • • • • 2011 2012 Consolidated Our revolving credit facilities accrue interest at variable rates. As of December 31, 2015, we had $51.1 million of Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than revolving credit borrowings outstanding. We may reduce our exposure to rising interest rates by entering into 10 percent of our consolidated net sales. interest rate hedging arrangements, although those arrangements may result in us incurring higher interest UNITED STATES expenses than we would incur without the arrangements. If interest rates increase in the absence of such The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION arrangements, we will need to dedicate more of our cash flow from operations to make payments on our debt. For Washington, D.C. 20549 more information on our liquidity, see ‘‘Management’s Discussion and Analysis of Financial Condition and Results FORM 10-K of Operations — Liquidity and Capital Resources.’’ Our failure to comply with the covenants contained in our revolving credit facility or the indenture governing the 2021 (Mark One) Senior Notes could result in an event of default that could cause acceleration of our indebtedness. Year Ended December 31, Net sales United States Europe EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Our failure to comply with the covenants and other requirements contained in the indenture governing the 2021 $657.7 Senior Notes, our revolving credit facility or our other debt instruments could cause an event of default under the For the fiscal year ended December 31, 2014 relevant debt instrument. The occurrence of an event of default could trigger a default under our other debt OR instruments, prohibit us from accessing additional borrowings and permit the holders of the defaulted debt to (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments, and we may be $322.5 unable to refinance or restructure the payments on indebtedness on favorable terms, or at all. 0.2 288.0 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Commission file number 001-32240 Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness. NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Because the terms of our bank credit agreement and the indenture governing the 2021 Senior Notes do not fully Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities prohibit us or our subsidiaries from incurring additional indebtedness, we and our subsidiaries may be able to 20-1308307 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business (I.R.S. Employer incur substantial additional indebtedness in the future, some of which may be secured. If we or any of our Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Identification No.) subsidiaries incur additional indebtedness, the related risks that we and they face may intensify. business segment. For the transition period from $286.4 0.3 278.4 $308.9 0.1 297.7 $416.2 279.8 $413.6 244.1 $543.4 265.4 Consolidated December 31, $610.7 $808.8 $696.0 $565.1 $606.7 2012 2010 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Our bank credit agreement is secured by a majority of our assets. Raw Materials 30005 (Zip Code) F o r m 1 0 - K Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Registrant’s telephone number, including area code: (678) 566-6500 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our bank credit agreement is secured by a majority of our assets. Availability under our bank credit agreement Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our will fluctuate over time depending on the value of our inventory, receivables and various capital assets. An Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex extended work stoppage or decline in sales volumes would result in a decrease in the value of the assets securing from various suppliers. The technical products business purchases substantially all of its raw material requirements the bank credit agreement. A reduction in availability under the bank credit agreement could have a material externally. We believe that all of the raw materials for our technical products operations, except for certain effect on our liquidity. specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Securities registered pursuant to Section 12(g) of the Act: None Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of Our technical products business acquires all of its specialized pulp requirements from two global suppliers and financing and have an adverse effect on the market price of our securities. Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our debt currently has a non-investment grade rating, and there can be no assurance that any rating assigned by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) the rating agencies will remain for any given period of time or that a rating will not be lowered or withdrawn needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to rating, such as adverse changes, so warrant. A lowering or withdrawal of the ratings assigned to our debt securities file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term by rating agencies may increase our future borrowing costs and reduce our access to capital, which could have a Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp material adverse impact on our financial condition and results of operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) We depend on our subsidiaries to generate cash flow to meet our debt service obligations. pulp or latex grades would have a material effect on our operations. 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 We conduct a substantial portion of our business through our subsidiaries. Consequently, our cash flow and ability Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) to service our debt obligations depend upon the earnings of our subsidiaries and the distribution of those earnings significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a to us, or upon loans, advances or other payments made by these entities to us. The ability of these entities to pay cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in dividends or make other payments or advances to us will be subject to applicable laws and contractual restrictions all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): contained in the instruments governing their debt, including our revolving credit facility and the indenture percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) governing the 2021 Senior Notes. These limitations are also subject to important exceptions and qualifications. that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 17 5 The ability of our subsidiaries to generate sufficient cash flow from operations to allow us to make scheduled payments on our debt will depend upon their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control as well as their ability to repatriate cash to us. If our subsidiaries do not generate sufficient cash flow from operations to help us satisfy our debt obligations, including payments on the 2021 Senior Notes, or if they are unable to distribute sufficient cash flow to us, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital expenditures or seeking to raise additional capital. Refinancing may not be possible, and any assets may not be saleable, or, if sold, we may not realize sufficient amounts from those sales. Additional financing may not be available on acceptable terms, if at all, or we may be prohibited from incurring it, if available, under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms would have an adverse effect on our business, financial condition and results of operations. 18 2011 2012 Consolidated Year Ended December 31, EXCHANGE ACT OF 1934 FORWARD-LOOKING STATEMENTS Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than Certain statements in this Annual Report on Form 10-K may constitute ‘‘forward-looking’’ statements as defined 10 percent of our consolidated net sales. UNITED STATES in Section 27A of the Securities Act of 1933 (the ‘‘Securities Act’’), Section 21E of the Securities Exchange Act of The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION 1934 (the ‘‘Exchange Act’’), the Private Securities Litigation Reform Act of 1995 (the ‘‘PSLRA’’), or in releases made by the SEC, all as may be amended from time to time. Statements contained in this Annual Report on Washington, D.C. 20549 Form 10-K that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any FORM 10-K such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only predictions and involve known and unknown risks, $416.2 (Mark One) uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, 279.8 to be materially different from any future results, performance or achievements expressed or implied by such (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the ‘‘safe harbor’’ provisions of such For the fiscal year ended December 31, 2014 laws. The Company cautions investors that any forward-looking statements we make are not guarantees or December 31, OR indicative of future performance. For additional information regarding factors that may cause our results of 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES operations to differ materially from those presented herein, please see ‘‘Risk Factors’’ contained in this Annual Report on Form 10-K and as are detailed from time to time in other reports we file with the SEC. Net sales United States Europe $308.9 0.1 You can identify forward-looking statements as those that are not historical in nature, particularly those that use Commission file number 001-32240 297.7 terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘contemplate,’’ ‘‘estimate,’’ ‘‘believe,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘potential’’ or ‘‘continue,’’ or the negative of these, or similar terms. In evaluating these NEENAH PAPER, INC. forward-looking statements, you should consider the following factors, as well as others contained in our public (Exact name of registrant as specified in its charter) filings from time to time, which may cause our actual results to differ materially from any forward-looking Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities statement: and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. changes in market demand for our products due to global economic conditions; 20-1308307 (I.R.S. Employer Identification No.) Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 $413.6 244.1 $543.4 265.4 Consolidated $808.8 $696.0 $657.7 $610.7 $565.1 $606.7 2010 2011 2012 to fluctuations in (i) exchange rates (in particular changes in the U.S. dollar/Euro currency exchange rates) and (ii) interest rates; Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 30005 (Zip Code) Raw Materials F o r m 1 0 - K Title of Each Class Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) New York Stock Exchange Registrant’s telephone number, including area code: (678) 566-6500 the availability of raw materials and energy; increases in commodity prices, (particularly for pulp, energy and latex) due to constrained global supplies or unexpected supply disruptions; Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain the impact of competition, both domestic and international, changes in industry production capacity, specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a including the construction of new mills or new machines, the closing of mills and incremental changes single supplier would not cause a shutdown of our manufacturing operations. due to capital expenditures or productivity increases; Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered Our technical products business acquires all of its specialized pulp requirements from two global suppliers and capital and credit market volatility and fluctuations in global equity and fixed-income markets; certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our unanticipated expenditures related to the cost of compliance with environmental and other governmental needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of regulations; Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to the enactment of adverse state, federal or foreign tax or other legislation or changes in government file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term policy or regulation; Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) our ability to control costs and implement measures designed to enhance operating efficiencies; the loss of current customers or the inability to obtain new customers; increases in the funding requirements for our pension and postretirement liabilities; 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in changes in asset valuations including write-downs of assets including property, plant and equipment; all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): inventory, accounts receivable, deferred tax assets or other assets for impairment or other reasons; percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. our existing and future indebtedness; loss of key personnel; Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) our ability to successfully integrate acquired businesses into our existing operations; We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. our net operating losses may not be available to offset our tax liability and other tax planning strategies may not be effective; stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 19 5 • • • • • • • • • • • • • • • • strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and unions; other risks that are detailed from time to time in reports we file with the SEC; and other factors described under ‘‘Risk Factors.’’ You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this information statement. We undertake no duty to update these forward-looking statements after the date of this Form 10-K, even though our situation may change in the future. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our principal executive offices are located in Alpharetta, Georgia, a suburb of Atlanta, Georgia. We operate 12 manufacturing facilities in the United States that produce printing and writing, text, cover, durable saturated and coated substrates and other specialty papers for a variety of end uses. We own and operate two manufacturing facilities in Germany that produce transportation and other filter media, and durable and saturated substrates. We own and operate one manufacturing facility in the United Kingdom that produces durable printing and specialty paper. We believe that each of these facilities is adequately maintained and is suitable for conducting our operations and business. We manage machine operating schedules at our manufacturing locations to fulfill customer orders in a timely manner and control inventory levels. As of December 31, 2015, following are the locations of our principal facilities and operating equipment and the products produced at each location: Location (1) Equipment/Resources Owned or Leased Products Fine Paper and Packaging Segment Appleton Mill Appleton, Wisconsin Converting Center Neenah, Wisconsin Converting Center (2) Canton, Ohio Neenah Mill Neenah, Wisconsin Whiting Mill Whiting, Wisconsin Technical Products Segment Munising Mill Munising, Michigan Pittsfield Mill Pittsfield, Massachusetts Bruckm¨uhl Mill Bruckm¨uhl, Germany Weidach Mill Feldkirchen-Westerham, Germany Red Bridge Mill Bolton, England Shared Facilities (3) Brattleboro Mill Brattleboro, Vermont Brownville Mill Brownville, New York Lowville Mill Lowville, New York Quakertown Mill Quakertown, Pennsylvania Reading Mill (2) Reading, Pennsylvania Two paper machines; paper finishing equipment Paper finishing equipment Saturating, coating, and finishing equipment Two paper machines; paper finishing equipment Four paper machines; paper finishing equipment Owned Owned Leased Owned Owned Owned Two paper machines; two off line saturators; two off line coaters; specialty finishing equipment Three paper machines; paper finishing Owned equipment One paper machine; two saturator/ coaters; finishing equipment Two paper machines; three saturators; one laminator; three meltblown machines; specialty finishing equipment Saturating, coating, and finishing equipment Owned Owned Owned Printing and writing, text, cover and other specialty papers Printing and writing, text, cover and other specialty papers Durable printing and specialty paper Printing and writing, text, cover and other specialty papers Printing and writing, text, cover and other specialty papers Tapes, abrasives, premask, medical packaging and other durable, saturated and coated substrates Reverse osmosis filtration and glass applications Masking tape backings and abrasive backings Transportation filtration and other industrial filter media Durable printing and specialty paper One paper machine;paper finishing equipment One paper machine;one off-line coater Owned Owned Saturating, coating, embossing and finishing equipment Saturating, coating, embossing and finishing equipment Embossing and finishing equipment Owned Owned Leased Printing and specialty paper board Durable printing and specialty paper Durable printing and specialty paper Durable printing and specialty paper Durable printing and specialty paper (1) We ceased manufacturing operations at the Fitchburg, Massachusetts mill acquired in the FiberMark Acquisition in December 2015. 20 • • • (2) The buildings located at these facilities are leased by the Company or a subsidiary, and the operating equipment located within the (3) building is owned by the Company or a subsidiary. Production from these facilities support sales for all of our business segments. Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES See Note 6 of Notes to Consolidated Financial Statements, ‘‘Debt’’ for a description of the material encumbrances The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION attached to the properties described in the table above. Washington, D.C. 20549 As of December 31, 2015, following are the locations of our owned and leased office and laboratory space and the FORM 10-K functions performed at each location. Net sales Administrative Location United States (Mark One) Europe Alpharetta, Georgia . . . . . . . . . . . . . . . . . . Leased Office Space Corporate Headquarters and Administration Neenah and Appleton, Wisconsin . . . . . . . . . Owned Office (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Function $543.4 265.4 Year Ended December 31, Administration $413.6 244.1 $416.2 279.8 Office/Other Space 2012 2011 2010 $808.8 $696.0 $657.7 Consolidated EXCHANGE ACT OF 1934 Space $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 Pittsfield, Massachusetts . . . . . . . . . . . . . . . Owned Office For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES West Springfield, Massachusetts . . . . . . . . . . Owned Office and Laboratory Space 2011 Administration and Research and Development for our paper businesses Administration December 31, Space 2012 2010 Munising, Michigan . . . . . . . . . . . . . . . . . . . Owned Laboratory Research and Development for our technical For the transition period from Space to products businesses Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Space Space $606.7 $565.1 $610.7 Title of Each Class Consolidated Raw Materials product businesses Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Commission file number 001-32240 Pittsfield, Massachusetts . . . . . . . . . . . . . . . Owned Laboratory Research and Development for our technical NEENAH PAPER, INC. Feldkirchen-Westerham, Germany . . . . . . . . Owned Laboratory Research and Development for our technical (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Capacity Utilization business segment. 20-1308307 (I.R.S. Employer Identification No.) products businesses 30005 (Zip Code) New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Paper machines in our manufacturing facilities generally operate on a combination of five or seven-day schedules to meet demand. We are not constrained by input factors and the maximum operating capacity of our manufacturing facilities is calculated based on operating days to account for variations in mix and different units Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our of measure between assets. Due to required maintenance downtime and contract holidays, the maximum number Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex of operating days is defined as 350 days per year. We generally expect to utilize approximately 80 to 90 percent of from various suppliers. The technical products business purchases substantially all of its raw material requirements our maximum operating capacity. The following table presents our percentage utilization of maximum operating externally. We believe that all of the raw materials for our technical products operations, except for certain capacity by segment: specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Act. Yes (cid:31) No (cid:30) Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:30) No (cid:31) Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by 81% 84% 88% formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our 76% 86% 86% needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Item 3. Legal Proceedings file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Litigation Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur We are involved in certain legal actions and claims arising in the ordinary course of business. While the outcome chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not 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 have a material effect on our consolidated financial condition, results of operations or liquidity. Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Income Taxes cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): We are continuously undergoing examination by the IRS as well as various state and foreign jurisdictions. The IRS percent of the total fiber requirements of our fine paper business, are readily available from several sources and and other taxing authorities routinely challenge certain deductions and credits we report on our income tax Smaller reporting company (cid:30) Large accelerated filer (cid:31) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. returns. Accelerated filer (cid:30) 2015 2014 2013 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Item 4. Mine Safety Disclosures We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. Not applicable. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 21 5 F o r m 1 0 - K PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Neenah common stock is listed on the New York Stock Exchange and is traded under the ticker symbol NP. Trading, as reported on the New York Stock Exchange, Inc. Composite Transactions Tape, and dividend information follows: 2015 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common Stock Market Price High Low Dividends Declared $69.63 $62.75 $62.88 $63.87 $62.72 $57.50 $54.30 $52.18 $57.68 $54.90 $58.23 $55.14 $51.29 $49.49 $47.55 $40.26 $0.30 $0.30 $0.30 $0.30 $0.27 $0.27 $0.24 $0.24 Dividends are declared at the discretion of the Board of Directors, and future dividends will depend on our future earnings, cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under the terms of both our bank credit agreement and our 2021 Senior Notes. As of December 31, 2015, under the most restrictive terms of our debt agreements, our ability to pay cash dividends on our common stock is limited to a total of $25 million in a 12-month period. However, we can pay dividends in excess of such limitations by utilizing ‘‘restricted payment baskets’’ as defined in the indenture for the 2021 Senior Notes and our bank credit agreement. For the year ended December 31, 2015 we paid cash dividends of $1.20 per common share or $20.3 million. For the year ended December 31, 2014 we paid cash dividends of $1.02 per common share or $17.1 million. In November 2015, our Board of Directors approved a 10 percent increase in the annual dividend rate on our common stock to $1.32 per share. The dividend is scheduled to be paid in four equal quarterly installments beginning in March 2016. As of February 22, 2016, Neenah had approximately 1,500 holders of record of its common stock. The closing price of Neenah’s common stock on February 22, 2016 was $61.26. Purchases of Equity Securities: The following table sets forth certain information regarding purchases of our common stock during the fourth quarter of 2015. Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs October 2015 . . . . . . . . . . . . . . . . . . . . . November 2015 (a) . . . . . . . . . . . . . . . . December 2015 (a) . . . . . . . . . . . . . . . . — 3,000 34,800 — $68.29 $62.43 — — — $21,500,000 $21,500,000 $21,500,000 (a) Transactions represent the purchase of vested restricted shares from employees to satisfy minimum tax withholding requirements upon vesting of stock-based awards. None of these transactions were made in the open market. The average price paid is based upon the closing sales price on the New York Stock Exchange on the date of the transaction. Such purchases are held as treasury shares. See Note 8 of Notes to Consolidated Financial Statements, ‘‘Stock Compensation Plans.’’ (b) On May 22, 2015, our Board of Directors authorized a program that would allow for the purchase of up to $25 million of outstanding common stock through May 21, 2016. 22 Equity Compensation Plan Information Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than The following table summarizes information about outstanding options, share appreciation rights and restricted 10 percent of our consolidated net sales. UNITED STATES stock units and shares reserved for future issuance under our existing equity compensation plans as of The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION December 31, 2014. Washington, D.C. 20549 FORM 10-K Year Ended December 31, 2010 (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b) Weighted- 2012 average exercise price of $543.4 outstanding 265.4 options, warrants, and $808.8 rights (1) (c) Number of securities 2011 remaining available for future issuance under equity $413.6 $416.2 compensation plans 244.1 279.8 (excluding securities reflected in $657.7 column (a)) $696.0 (Mark One) Net sales United States Europe Plan Category Consolidated EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total restricted stock units since they do not have an exercise price. Equity compensation plans approved by security holders . . . . . Equity compensation plans not approved by security holders . . 462,000 (2)(3) For the fiscal year ended December 31, 2014 — OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets EXCHANGE ACT OF 1934 United States Canada Europe $308.9 (1) The weighted-average exercise price of outstanding options, warrants and rights does not take into account 0.1 297.7 (2) Includes (i) 280,300 shares issuable upon the exercise of outstanding options and stock appreciation rights Commission file number 001-32240 $606.7 NEENAH PAPER, INC. (‘‘SARs’’), (ii) 62,900 shares issuable following the vesting and conversion of outstanding performance share unit awards, and (iii) 118,800 shares issuable upon the vesting and conversion of outstanding restricted stock (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities units, all as of December 31, 2015. and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business As of December 31, 2015, we had an aggregate of 526,600 stock options and SARs outstanding. The weighted Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by average exercise price of the stock options and SARs was $31.94 per share and the remaining contractual life business segment. of such awards was 6.2 years. 20-1308307 (I.R.S. Employer Identification No.) 1,240,000 — 2010 1,240,000 For the transition period from $31.94 — 2012 $31.94 $286.4 0.3 278.4 $322.5 0.2 288.0 Consolidated December 31, 462,000 $610.7 $565.1 2011 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) (3) Includes 233,100 shares that would be issued upon the assumed exercise of 479,400 SARs at the $62.43 per 30005 (Zip Code) share closing price of our common stock on December 31, 2015. Raw Materials Registrant’s telephone number, including area code: (678) 566-6500 Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Item 6. Selected Financial Data Securities registered pursuant to Section 12(b) of the Act: Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements The following table sets forth our selected historical financial and other data. You should read the information set externally. We believe that all of the raw materials for our technical products operations, except for certain forth below in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Operations’’ and our historical consolidated financial statements and the notes to those consolidated financial single supplier would not cause a shutdown of our manufacturing operations. statements included elsewhere in this Annual Report. The statement of operations data for the years ended December 31, 2015, 2014 and 2013 and the balance sheet data as of December 31, 2015 and 2014 set forth below Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) are derived from our audited historical consolidated financial statements included elsewhere in this Annual Report certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the on Form 10-K. The balance sheet data as of December 31, 2013, 2012 and 2011 and the statement of operations formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) data for the years ended December 31, 2012 and 2011 set forth below are derived from our historical consolidated needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the financial statements not included in this Annual Report on Form 10-K. an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term On October 31, 2015, we sold the Lahnstein Mill for net cash proceeds of approximately $5.4 million. For the year Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp ended December 31, 2015, discontinued operations reported on the consolidated statements of operations reflect every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur the results of operations and the estimated loss on sale of the Lahnstein Mill. The consolidated statements of chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) operations for the years ended December 31, 2014, 2013, 2012 and 2011 have been restated to report results of pulp or latex grades would have a material effect on our operations. the Lahnstein Mill as discontinued operations. As of December 31, 2014, 2013, 2012 and 2011, the assets and 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 liabilities of the Lahnstein Mill are classified as assets held for sale on the consolidated balance sheet. See Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) Note 12, ‘‘Discontinued Operations and Assets Held for Sale.’’ significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 23 5 F o r m 1 0 - K Year Ended December 31, 2015 2014 2013 2012 2011 (Dollars in millions, except per share data) Consolidated Statement of Operations Data Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 887.7 692.3 $839.7 668.9 $781.7 621.8 $738.3 588.6 $626.4 506.4 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . Integration/restructuring costs (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Pension plan settlement charge (b) . . . . . . . . . . . . . . . . . . . . . . . . . Loss on early extinguishment of debt (c) . . . . . . . . . . . . . . . . . . . . . Other (income) expense — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense — net Income from continuing operations before income taxes . . . . . . . . . Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from discontinued operations, net of taxes (e) . . . . . . 195.4 86.5 6.5 — — 1.0 101.4 11.5 89.9 29.4 60.5 (9.4) 170.8 78.0 2.3 3.5 0.2 0.2 86.6 11.1 75.5 7.5 68.0 0.7 159.9 74.7 0.4 0.2 0.5 1.5 82.6 11.0 71.6 23.1 48.5 3.5 149.7 71.3 5.8 3.5 0.6 1.6 66.9 13.4 53.5 16.1 37.4 6.9 120.0 63.8 — — 2.4 (1.2) 55.0 15.3 39.7 11.6 28.1 1.0 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51.1 $ 68.7 $ 52.0 $ 44.3 $ 29.1 Earnings from continuing operations per basic share . . . . . . . . . . . . $ 3.58 $ 4.05 $ 2.97 $ 2.30 $ 1.83 Earnings from continuing operations per diluted share . . . . . . . . . . . $ 3.53 $ 3.99 $ 2.91 $ 2.26 $ 1.75 Cash dividends per common share . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.20 $ 1.02 $ 0.70 $ 0.48 $ 0.44 Other Financial Data Net cash flow provided by (used for): Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investing activities (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ratio of earnings to fixed charges (d) . . . . . . . . . . . . . . . . . . . . . . . $ 111.2 (48.1) (112.0) (18.8) 7.7x $ 94.5 (27.9) (77.0) 10.2 6.9x $ 83.5 (28.7) (4.6) 15.0 6.7x $ 40.1 (25.1) (7.2) (13.0) 4.6x $ 57.2 (23.1) (5.8) (63.8) 3.4x Consolidated Balance Sheet Data Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Working capital, less cash and cash equivalents . . . . . . . . . . . . . . . . . Total assets (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt (c)(g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2015 2014 2013 2012 2011 (Dollars in millions) $ 4.2 136.3 751.4 228.2 439.8 311.6 $ 72.6 129.5 724.5 226.8 435.8 288.7 $ 73.4 123.9 670.9 185.5 403.4 267.5 $ 7.8 132.0 608.0 174.9 410.2 197.8 $ 19.8 75.6 561.8 161.2 395.1 166.7 (a) For the year ended December 31, 2015, we incurred $5.3 million of integration costs related to the FiberMark Acquisition and $1.2 million of restructuring costs. For the year ended December 31, 2014, we incurred $1.0 million of integration costs related to the acquisition of the technical materials business and $1.3 million of restructuring costs. For the year ended December 31, 2013, we incurred $0.4 million of integration costs related to the acquisition of the Southworth brands. For the year ended December 31, 2012, we incurred $5.8 million integration costs related to the acquisition of the Wausau brands. (b) For the years ended December 31, 2014, 2013 and 2012, benefit payments under certain pension plans exceeded the sum of expected service cost and interest costs for the plan for the respective calendar years. In accordance with ASC Topic 715, Compensation — Retirement Benefits (‘‘ASC Topic 715’’), we measured the liabilities of the post-retirement benefit plans and recognized settlement losses of $3.5 million, $0.2 million and $3.5 million, respectively. 24 (c) For the year ended December 31, 2014, we amended and restated our existing bank credit facility and Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than recognized a pre-tax loss of $0.2 million for the write-off of unamortized debt issuance costs. For the year 10 percent of our consolidated net sales. ended December 31, 2013, we redeemed $90 million of 2014 Senior Notes and repaid all outstanding term UNITED STATES loan borrowings ($29.3 million). In connection with the early extinguishment of debt we recognized a pre-tax The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION loss of $0.5 million for the write-off of unamortized debt issuance costs. For the year ended December 31, Washington, D.C. 20549 Year Ended December 31, 2012, we completed an early redemption of $68 million in aggregate principal amount of the 2014 Senior 2010 FORM 10-K Notes. In connection with the early redemption we recognized a pre-tax loss of $0.6 million, including a call premium and the write-off of unamortized debt issuance costs. For the year ended December 31, 2011, we completed an early redemption of $65 million in aggregate principal amount of the 2014 Senior Notes. In $413.6 connection with the early redemption we recognized a pre-tax loss of $2.4 million, including a call premium 244.1 and the write-off of unamortized debt issuance costs. (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe $543.4 265.4 $416.2 279.8 Consolidated EXCHANGE ACT OF 1934 $657.7 (d) For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes (less interest) plus fixed charges. Fixed charges consist of interest expense, including amortization of For the fiscal year ended December 31, 2014 debt issuance costs, and the estimated interest portion of rental expense. OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (e) The following table presents the results of discontinued operations: December 31, (Mark One) $808.8 $696.0 2012 2011 2012 2011 2010 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the transition period from 2015 (1) to 2014 2013 (2) 2012 (3) 2011 (3) Year Ended December 31, $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 (Dollars in millions) Consolidated Discontinued operations: (4) Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on sale of the Lahnstein Mill (4) . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities (0.3) and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business (0.1) Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Income (loss) before income taxes . . . . . . . . . . . . . . . . . . Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . Income (loss) from discontinued operations, net of taxes . . 0.9 20-1308307 (I.R.S. Employer 0.2 Identification No.) $0.9 (13.6) — $ (9.4) $0.7 $(0.3) — $(0.1) — (13.4) (4.0) (0.1) (4.5) $5.4 — 5.4 1.9 $610.7 $565.1 $606.7 $ 0.2 $(0.2) $ 4.4 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Raw Materials $3.5 30005 (Zip Code) Title of Each Class Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) New York Stock Exchange Securities registered pursuant to Section 12(b) of the Act: Common Stock — $0.01 Par Value Preferred Stock Purchase Rights (1) The loss on sale of the Lahnstein Mill includes a net curtailment gain related to the divesture of the Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our pension plan of $15.8 million, including a $5.5 million write-off of deferred actuarial losses. technical products business. The technical products business purchases softwood pulp, specialty pulp and latex (2) During the first quarter of 2013, we received a refund of excess pension contributions from the Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements terminated Terrace Bay pension plan. As a result, we recorded income before income taxes from externally. We believe that all of the raw materials for our technical products operations, except for certain discontinued operations of $4.2 million and a related provision for income taxes of $1.6 million. specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a (3) In November 2012, audits of the 2007 and 2008 tax years were finalized with a finding of no additional Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. taxes due. As a result, we recognized a non-cash tax benefit of $4.5 million related to the reversal of certain liabilities for uncertain income tax positions. Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and (4) On October 31, 2015, we sold the Lahnstein Mill. For the year ended December 31, 2015, 2014, 2013, certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 2012 and 2011, the results of operations and the loss on sale of the Lahnstein Mill are reported as formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our discontinued operations in the Consolidated Statement of Operations Data. needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the In August 2015, we purchased all of the outstanding equity of FiberMark for approximately $118 million. In (f) an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to July 2014, we purchased all of the outstanding equity of Crane for approximately $72 million. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term (g) At December 31, 2015, we adopted ASC Topic No. 2015-03 and ASC Topic No. 2015-17 and elected to apply Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp the guidance retroactively to all periods presented. See Note 2, ‘‘Summary of Significant Accounting every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur Policies — Recently Adopted Accounting Standards.’’ chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 25 5 F o r m 1 0 - K Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis presents the factors that had a material effect on our results of operations during the years ended December 31, 2015, 2014 and 2013. Also discussed is our financial position as of the end of those years. You should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included elsewhere in this Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See ‘‘Forward-Looking Statements’’ for a discussion of the uncertainties, risks and assumptions associated with these statements. Introduction This Management’s Discussion and Analysis of Financial Condition is intended to provide investors with an understanding of the historical performance of our business, its financial condition and its prospects. We will discuss and provide our analysis of the following: Overview of Business; Business Segments; Results of Operations and Related Information; Liquidity and Capital Resources; Adoption of New Accounting Pronouncements; and Critical Accounting Policies and Use of Estimates. Overview of Business We are a leading producer of technical products and premium fine papers and packaging. We have two primary operations: our technical products business and our fine paper and packaging business (formerly known as the fine paper business). On January 1, 2015, we changed the name of our fine paper business to fine paper and packaging. The name change better reflects the increasing importance, and plans for continued growth, of our premium packaging products. Our mission is to create value by improving the image and performance of everything we touch. We expect to create value by growing in specialized niche markets that value performance or image and where we have competitive advantages. In managing our businesses, we believe that achieving and maintaining a leadership position in our markets, responding effectively to customer needs and competitive challenges, employing capital optimally, controlling costs and managing risks are important to long-term success. Changes in input costs and general economic conditions also impact our results. In this discussion and analysis, we will refer to these factors. Competitive Environment — Our past results have been and our future prospects will be significantly affected by the competitive environment in which we operate. In most of our markets, our businesses compete directly with well-known competitors, some of which are larger and more diversified. While our businesses are oriented to premium performance and quality they may also face competitive pressures from lower value products. Economic Conditions and Input Costs — The markets for all of our products are affected to a significant degree by economic conditions, including rapid changes in input costs, particularly for pulp, latex and natural gas that may not be recovered immediately through pricing or other actions. Our results are also affected by fluctuations in exchange rates, particularly for the Euro. 26 • • • • • • • • Business Segments 2012 $696.0 $808.8 Consolidated $543.4 265.4 $413.6 244.1 $416.2 279.8 Year Ended December 31, EXCHANGE ACT OF 1934 Net sales United States Europe Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than On July 1, 2015, we reorganized our internal management structure and, accordingly, addressed our segment 10 percent of our consolidated net sales. UNITED STATES reporting structure. As a result of this reorganization, the Other operating segment (composed of the The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business Washington, D.C. 20549 is managed. Segment information for prior periods has been restated to conform to the current period 2010 2011 FORM 10-K presentation. In addition, as part of the FiberMark Acquisition, we acquired certain product lines composed of papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional (Mark One) photo albums. Due to the dissimilar nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Products businesses. As a result, (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative $657.7 threshold for a reportable segment and are accordingly reported as an Other operating segment. Our reportable operating segments now consist of Technical Products, Fine Paper and Packaging and Other. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR Our technical products business is a leading international producer of transportation, water and other filter media (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES and durable, saturated and coated substrates for a variety of end markets. We focus on categories where we believe we are, or can be, a market leader, which include, among others, the transportation, water and other filtration media, specialty tape, abrasive, label and other technical products markets. Our technical products Commission file number 001-32240 manufacturing facilities are located near Munich, Germany, in Bolton, England, in Munising, Michigan and Pittsfield, Massachusetts. In addition, certain products manufactured in shared facilities acquired in the FiberMark NEENAH PAPER, INC. Acquisition support our technical products business. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities We believe our fine paper and packaging business is the leading supplier of premium printing and other high end and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business specialty papers in North America. Our products include some of the most recognized and preferred papers in Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by North America, where we enjoy leading market positions in many of our product categories. We sell our products business segment. primarily to authorized paper distributors, as well as through converters, major national retailers and specialty businesses. Our fine paper and packaging manufacturing facilities are located in Appleton, Neenah and Whiting, Wisconsin and Canton, Ohio. In addition, certain products manufactured in shared facilities acquired in the FiberMark Acquisition support our fine paper and packaging business. Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex The other segment includes certain product lines composed of papers sold to converters for end uses such as from various suppliers. The technical products business purchases substantially all of its raw material requirements covering materials for datebooks, diaries, yearbooks and traditional photo albums. externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(g) of the Act: None Results of Operations and Related Information 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered For the transition period from New York Stock Exchange $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 30005 (Zip Code) Raw Materials Consolidated Title of Each Class December 31, $610.7 $565.1 $606.7 2012 2011 2010 to Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the In this section, we discuss and analyze our net sales, income before interest and income taxes (which we refer to Our technical products business acquires all of its specialized pulp requirements from two global suppliers and as ‘‘operating income’’ in this Management’s Discussion and Analysis of Financial Condition and Results of Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Operations) and other information relevant to an understanding of our results of operations. formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Executive Summary Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to On August 1, 2015, we purchased all of the outstanding equity of FiberMark from American Securities for a file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term purchase price of approximately $118 million. The purchase price was financed through $80 million of cash on Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp hand and the balance from available borrowing capacity on our Global Revolving Credit Facilities. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative On October 31, 2015 we sold our Lahnstein Mill to the Kajo Neukirchen Group for net cash proceeds of files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. approximately $5.4 million. For the year ended December 31, 2015, discontinued operations reported on the 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 consolidated statements of operations reflect the results of operations and the loss on sale of the Lahnstein Mill. Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) The consolidated statements of operations for years ended December 31, 2014 and 2013 have been restated to significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a report results of the Lahnstein Mill as discontinued operations. The results of the Lahnstein Mill were previously cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in reported in the Technical Products segment. all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and For the year ended December 31, 2015, consolidated net sales increased $48.0 million from the prior year period Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. to $887.7 million as organic technical products volume growth, incremental sales from the FiberMark Acquisition and higher average selling prices were partially offset by unfavorable currency exchange effects. Excluding currency We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) exchange effects and incremental sales from FiberMark, consolidated sales increased $28.4 million. increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 27 5 F o r m 1 0 - K Consolidated operating income of $101.4 million for the year ended December 31, 2015 increased $14.8 million from the prior year. The favorable comparison to the prior year was primarily due to lower manufacturing input costs, higher net price for both businesses and organic technical products volume growth. These favorable variances were partially offset by higher manufacturing costs, increased selling, general and administrative costs (‘‘SG&A’’), including amounts related to FiberMark; lower fine paper and packaging volume and unfavorable currency effects. Excluding results of the FiberMark Acquisition, currency effects and aggregate charges of $6.4 million in 2015 for integration and restructuring costs and aggregate charges of $6.0 million in 2014 for integration and restructuring costs, costs related to the early extinguishment of debt and a pension plan settlement charge, operating income for the year ended December 31, 2015 increased $16.3 million from the prior year. Cash provided by operating activities of $111.2 million for the year ended December 31, 2015 was $16.7 million favorable to cash provided by operating activities of $94.5 million in the prior year primarily due to higher operating earnings and lower post-retirement benefit plan contributions. Analysis of Net Sales — Years Ended December 31, 2015, 2014 and 2013 The following table presents net sales by segment and net sales expressed as a percentage of total net sales: Net sales Year Ended December 31, 2015 2015 2014 2014 2013 2013 Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $429.2 442.7 15.8 48% $403.6 50% 436.1 2% 48% $353.3 52% 428.4 45% 55% — — — — Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $887.7 100% $839.7 100% $781.7 100% Commentary: Year 2015 versus 2014 Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $429.2 442.7 15.8 $403.6 436.1 $25.6 6.6 — 15.8 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $887.7 $839.7 $48.0 $77.8 $ 8.7 For the Year Ended December 31, 2015 2014 Total Change Change in Net Sales Compared to the Prior Year Change Due To Volume $66.5 (4.5) 15.8 Average Net Price $ (2.4) 11.1 — Currency $(38.5) — — $(38.5) Consolidated net sales for the year ended December 31, 2015 were $48.0 million (6%) higher than the prior year due to organic technical products volume growth, incremental sales from the FiberMark Acquisition and higher average selling prices, partially offset by unfavorable currency exchange effects. Excluding incremental FiberMark sales and currency exchange effects, consolidated net sales increased $28.4 million from the prior year. Net sales in our technical products business increased $25.6 million (6%) from the prior year as organic volume growth, incremental sales from the FiberMark Acquisition and higher selling prices were only partially offset by unfavorable currency exchange effects. Unfavorable currency exchange effects resulted from the Euro weakening by approximately 16 percent relative to the U.S. dollar in the year ended December 31, 2015 as compared to the prior year. Excluding currency exchange effects and incremental FiberMark sales, technical product sales increased $40.7 million (10%) and volumes increased approximately 11% from the prior year period due to growth in shipments of filtration and specialty performance products and incremental sales from the technical materials business acquired in July 2014. Net sales in our fine paper and packaging business increased $6.6 million (2%) from the prior year due to higher average net prices and incremental FiberMark sales. Excluding acquired revenues, fine paper and packaging sales decreased $12.3 million (3%) as higher average net price was more than offset by a four percent decrease in sales volumes. Sales volumes were unfavorable to the prior year as increases in premium packaging and retail products were more than offset by lower sales of other grades; including lower margin special make business. Average net price improved from the prior year due to a two percent increase in average selling prices and a more favorable product mix. 28 • • Year 2014 versus 2013 Currency 2010 Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. Change in Net Sales Compared to the UNITED STATES Prior Year The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K $403.6 436.1 Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . (Mark One) Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average Year Ended December 31, Net Price 2011 $ 6.1 5.1 $416.2 $11.2 279.8 Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Volume 2012 $42.8 2.6 $543.4 $45.4 265.4 For the Year Ended December 31, $1.4 — $413.6 $1.4 244.1 $839.7 $781.7 $58.0 $353.3 428.4 $50.3 7.7 Change Due To Total Change 2014 2013 $808.8 $696.0 Consolidated EXCHANGE ACT OF 1934 $657.7 Consolidated net sales for the year ended December 31, 2014 were $58.0 million (7%) higher than the prior year due to incremental technical products volume related to the acquired technical materials business, increased volume for both businesses and higher average selling prices. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR Net sales in our technical products business increased $50.3 million (14%) due to increased volume and (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES higher average selling prices. Excluding incremental sales from the acquisition, technical product sales $308.9 increased $26.2 million (7%) due to a seven percent increase in shipments as volume increased for all product 0.1 categories led by backings, transportation filtration and specialty products. Average selling prices increased Commission file number 001-32240 297.7 approximately 1.5 percent from the prior year due to a more favorable product mix and higher selling prices. $606.7 NEENAH PAPER, INC. Net sales in our fine paper and packaging business increased $7.7 million (2%) from the prior year due to higher average net prices and increased volume. Average net price improved from the prior year due to a (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities more favorable product mix and a one percent increase in average selling prices. Sales volumes increased and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business approximately one percent from the prior year period primarily due to growth in shipments of core premium Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by products, luxury packaging and labels, and incremental sales of approximately $1.5 million in the first quarter business segment. of 2014 from the acquisition of the Southworth brands (acquired on January 31, 2013). 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 Consolidated December 31, $610.7 $565.1 2012 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Analysis of Operating Income — Years Ended December 31, 2015, 2014 and 2013 30005 (Zip Code) Raw Materials Registrant’s telephone number, including area code: (678) 566-6500 2013 2014 Title of Each Class Year Ended December 31, New York Stock Exchange 2015 Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our The following table sets forth line items from our consolidated statements of operations as a percentage of net Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex sales for the periods indicated and is intended to provide a perspective of trends in our historical results: Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 100.0% 100.0% 100.0% Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities 79.7 78.0 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5 formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) 9.6 Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of One-time adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Other (income) expense — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Interest expense-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such 9.2 Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0 pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. 6.8% 8.1% 6.2% 22.0 9.8 0.7 0.1 20.3 9.3 0.7 — Accelerated filer (cid:30) 10.1 3.3 10.3 1.3 11.4 1.3 9.0 0.9 79.5 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 29 5 F o r m 1 0 - K • • The following table sets forth our operating income by segment for the periods indicated: Year Ended December 31, 2015 2014 2013 Operating income Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated corporate costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 54.1 67.3 (2.0) (18.0) $ 46.0 60.8 — (20.2) $ 37.4 61.0 — (15.8) Operating Income as Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.4 86.6 82.6 Adjustments for One-time Items Technical Products Acquisition integration/Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging Acquisition integration costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Acquisition integration costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated corporate costs Pension plan settlement charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total One-time Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 1.5 2.4 — 0.8 — 0.8 6.5 1.6 — — 3.5 0.7 0.2 4.4 6.0 — 0.4 — 0.2 — 0.5 0.7 1.1 Operating Income as Adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $107.9 $ 92.6 $ 83.7 In accordance with generally accepted accounting principles in the United States (‘‘GAAP’’), consolidated operating income includes the pre-tax effects of unusual items. We believe that by adjusting reported operating income to exclude the effects of these items, the resulting adjusted operating income is on a basis that reflects the results of our ongoing operations. We believe that providing adjusted operating results will help investors gain an additional perspective of underlying business trends and results. Adjusted operating income is not a recognized term under GAAP and should not be considered in isolation or as a substitute for operating income derived in accordance with GAAP. Other companies may use different methodologies for calculating their non-GAAP financial measures and, accordingly, our non-GAAP financial measures may not be comparable to their measures. Commentary: Year 2015 versus 2014 For the Year Ended December 31, 2015 2014 Technical Products (c) . . . . . . . . . . . . . . Fine Paper and Packaging (d) . . . . . . . . Other (e) . . . . . . . . . . . . . . . . . . . . . . . Unallocated corporate costs (f) . . . . . . . $ 54.1 67.3 (2.0) (18.0) $ 46.0 60.8 — (20.2) Change in Operating Income (Loss) Compared to the Prior Year Total Change $ 8.1 6.5 (2.0) 2.2 Volume $10.8 (7.2) 0.2 — Change Due To Net Price (a) Material Costs (b) Currency Other $0.6 8.5 — — $9.1 $ 4.4 8.7 — — $13.1 $(4.9) — — — $(2.8) (3.5) (2.2) 2.2 $(4.9) $(6.3) Consolidated . . . . . . . . . . . . . . . . . . . . $101.4 $ 86.6 $14.8 $ 3.8 (a) Includes price changes, net of changes in product mix. (b) Includes price changes for raw materials and energy. (c) For the year ended December 31, 2015, Technical Products results include $1.4 million of acquisition integration costs related to the FiberMark Acquisition and $0.4 million of restructuring costs. For the year ended December 31, 2014, Technical Products results include $1.0 million of acquisition integration costs related to the acquired technical materials business and $0.6 million of restructuring costs. 30 Net sales United States Europe integration costs related to the FiberMark Acquisition integration costs related to the FiberMark Acquisition. (e) For the year ended December 31, 2015, results for the Other segment include $2.4 million of acquisition (d) For the year ended December 31, 2015, Fine Paper and Packaging results include $1.5 million of acquisition Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION (f) For the year ended December 31, 2015, unallocated corporate costs include $0.8 million of restructuring costs. Washington, D.C. 20549 For the year ended December 31, 2014 unallocated corporate costs include a pension plan settlement charge FORM 10-K of $3.5 million, $0.2 million of costs related to the amendment and restatement of our bank credit agreement and $0.7 million of restructuring costs. Year Ended December 31, 2012 2011 2010 $808.8 Consolidated $416.2 279.8 $543.4 265.4 EXCHANGE ACT OF 1934 $413.6 (Mark One) Consolidated operating income of $101.4 million for the year ended December 31, 2015 increased $14.8 million 244.1 (17%) from the prior year. The favorable comparison was primarily due to lower manufacturing input costs, (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES higher net price for the fine paper and packaging business, and organic technical products volume growth; partially offset by higher manufacturing costs, increased SG&A, including amounts acquired as part of the For the fiscal year ended December 31, 2014 FiberMark Acquisition; lower fine paper and packaging volume and unfavorable currency effects. Excluding results OR of the FiberMark Acquisition, currency effects and aggregate charges of $6.5 million in 2015 for integration and 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES restructuring costs and aggregate charges of $6.0 million in 2014 for integration and restructuring costs, costs related to the early extinguishment of debt and a pension plan settlement charge, operating income for the year $308.9 ended December 31, 2015 increased $18.8 million (20%) from the prior year. 0.1 297.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Commission file number 001-32240 Operating income for our technical products business increased $8.1 million (18%) from the prior year primarily due to lower manufacturing input costs, organic volume growth and higher selling prices. These $606.7 NEENAH PAPER, INC. favorable variances were partially offset by unfavorable currency exchange effects and higher manufacturing (Exact name of registrant as specified in its charter) costs. Results for the years ended December 31, 2015 and 2014 include $1.8 million and $1.6 million for Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities integration/restructuring costs, respectively. Excluding incremental volume from the FiberMark Acquisition, and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business unfavorable currency exchange effects and acquisition integration/restructuring costs, operating income for the Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by technical products business increased $11.2 million (24%). business segment. 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $286.4 0.3 278.4 $322.5 0.2 288.0 Consolidated December 31, $696.0 $657.7 $610.7 $565.1 2012 2011 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Title of Each Class Raw Materials Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) 30005 (Zip Code) New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(b) of the Act: Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Operating income for our fine paper and packaging business increased $6.5 million (11%) from the prior year period primarily due to lower manufacturing input costs principally as a result of lower natural gas prices and Registrant’s telephone number, including area code: (678) 566-6500 higher net price. Extreme winter weather conditions during the first quarter of 2014 resulted in a temporary Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our increase in natural gas prices. These favorable variances were partially offset by lower shipment volume and technical products business. The technical products business purchases softwood pulp, specialty pulp and latex higher manufacturing costs. Results for the ended December 31, 2015 include $1.5 million for acquisition from various suppliers. The technical products business purchases substantially all of its raw material requirements related integration costs. Excluding incremental volume from the FiberMark Acquisition and acquisition externally. We believe that all of the raw materials for our technical products operations, except for certain integration costs, operating income for the fine paper and packaging business increased $8.8 million (14%). specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. Unallocated corporate costs for the year ended December 31, 2015 were $18.0 million, or $2.2 million Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities favorable to the prior year. Excluding charges of $0.8 million in 2015 for restructuring costs and aggregate Our technical products business acquires all of its specialized pulp requirements from two global suppliers and charges of $4.4 million in 2014 for a pension plan settlement charge, restructuring costs and costs related to certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the the early extinguishment of debt, unallocated corporate expenses were $1.4 million unfavorable to the prior formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our year primarily due to increased employee compensation costs. needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Year 2014 versus 2013 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Change in Operating Income (Loss) Compared to the Prior Year grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 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 $(5.0) Technical Products (c) . . . . . . . . . . . . . . $ 37.4 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) 0.7 Fine Paper and Packaging (d) . . . . . . . . 61.0 significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Unallocated corporate costs (e) . . . . . . . (4.4) (15.8) cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Consolidated . . . . . . . . . . . . . . . . . . . . . $(8.7) $ 82.6 percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. $ 86.6 Accelerated filer (cid:30) (a) Includes price changes, net of changes in product mix. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would (b) Includes price changes for raw materials and energy. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the (c) For the year ended December 31, 2014, Technical Products results include $1.0 million of integration costs The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton related to the acquired technical materials business and $0.4 million of restructuring costs. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. (d) For the year ended December 31, 2013, Fine Paper and Packaging results include $0.4 million of integration As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. costs related to the Southworth acquisition. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) For the Year Ended December 31, $ 46.0 60.8 (20.2) $ 0.3 (7.0) — $ 8.6 (0.2) (4.4) $ 5.8 5.4 — $0.5 — — $7.0 0.7 — Currency Other Material Costs (b) Net Price (a) Change Due To Total Change $(6.7) $11.2 $ 4.0 Volume $0.5 $7.7 2014 2013 DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 31 5 F o r m 1 0 - K • • • (e) For the year ended December 31, 2014 unallocated corporate costs include a pension plan settlement charge of $3.5 million, $0.2 million of costs related to the amendment and restatement of our bank credit agreement and $0.7 million of restructuring costs. For the year ended December 31, 2013 unallocated corporate costs include $0.5 million of costs related to the early redemption of 2014 Senior Notes and a $0.2 million pension plan settlement charge. Consolidated operating income of $86.6 million for the year ended December 31, 2014 increased $4.0 million from the prior year. Excluding aggregate charges of $6.0 million in 2014 for integration and restructuring costs, costs related to the early extinguishment of debt and a pension plan settlement charge and aggregate charges of $1.1 million in 2013 for acquisition-related integration costs, costs related to the early extinguishment of debt and a pension plan settlement charge, operating income for the year ended December 31, 2014 increased $8.9 million from the prior year. The improvement in operating income was primarily due to higher net price for both businesses and incremental technical products volume, including volume related to the acquired technical materials business, partially offset by higher manufacturing input costs in our fine paper and packaging business. Operating income for our technical products business increased $8.6 million (23%) from the prior year. The improvement in operating income was primarily due to a more favorable product mix, growth in shipments for all product categories and incremental volume related to the acquired technical materials business. The more favorable product mix was primarily due to growth in higher value filtration and specialty shipments. In 2014, other manufacturing costs increased versus the prior year due to additional costs related to annual maintenance downs at our German facilities, including an extended down at our filtration plant to increase the capabilities and capacity of one of the machines. Results for the year ended December 31, 2014 include $1.6 million for integration/restructuring costs. Operating income for our fine paper and packaging business decreased $0.2 million from the prior year as higher average net selling prices, manufacturing operating efficiencies and increased shipment volume were more than offset by $7.0 million in higher manufacturing input costs, including more than $3.0 million for natural gas in the first quarter of 2014. Results for the year ended December 31, 2013 include $0.4 million for acquisition related integration costs. Unallocated corporate costs for the year ended December 31, 2014 were $20.0 million, or $4.4 million unfavorable to the prior year. Excluding aggregate charges of $4.4 million in 2014 for a pension plan settlement charge, restructuring costs and costs related to the early extinguishment of debt and aggregate charges of $0.7 million in 2013 for costs related to the early extinguishment of debt and a pension plan settlement charge, unallocated corporate expenses were $0.7 million unfavorable to the prior year. Additional Statement of Operations Commentary: SG&A expense of $86.5 million for the year ended December 31, 2015 was $8.5 million higher than the prior year due to incremental selling and administrative costs related to the FiberMark Acquisition. SG&A expense as a percentage of net sales for the year ended December 31, 2015, was approximately 9.8 percent and was 0.5 percentage points higher than the prior year as the increase in net sales in the current year was more than offset by higher SG&A expenses. SG&A expense of $78.0 million for the year ended December 31, 2014 was $3.3 million higher than the prior year primarily due to incremental selling and administrative costs related to the acquired technical materials business and increased employee compensation costs. SG&A expense as a percentage of net sales for the year ended December 31, 2014, was approximately 9.3 percent and was 0.3 percentage points lower than the prior year as the increase in net sales in the current year more than offset higher SG&A expenses. For the years ended December 31, 2015, 2014 and 2013, we incurred $11.7 million, $11.4 million and $11.2 million of interest expense, respectively. For the year ended December 31, 2015, the increase in interest expense from the prior year was primarily due to incremental Revolver borrowings under our bank loan agreement to finance the FiberMark Acquisition. 32 • • • • • In general, our effective tax rate differs from the U.S. statutory tax rate of 35 percent primarily due to the Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than benefits of our corporate tax structure, the benefit of R&D Credits and the proportion of pre-tax income in 10 percent of our consolidated net sales. jurisdictions with marginal tax rates that differ from the U.S. statutory tax rate. For the years ended UNITED STATES December 31, 2015 and 2014, our effective income tax rate related to continuing operations was 33 percent The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION and 10 percent, respectively. The increase in our effective tax rate for the year ended December 31, 2015 Washington, D.C. 20549 Year Ended December 31, from the prior year was primarily due to the recognition of greater amounts of R&D Credits in 2014. 2010 FORM 10-K Excluding the benefit of R&D Credits related to prior year activities, our effective income tax rate for the year ended December 31, 2014 would be approximately 33 percent. For the year ended December 31, 2013, our effective income tax rate related to continuing operations was approximately 32 percent. For a $416.2 $413.6 reconciliation of effective tax rate to the U.S. federal statutory tax rate, see Note 5 of Notes to Consolidated 244.1 279.8 Financial Statements, ‘‘Income Taxes.’’ EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe $543.4 265.4 Consolidated $696.0 $657.7 $808.8 2011 2012 (Mark One) Liquidity and Capital Resources For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2013 Year Ended December 31, December 31, 2012 2011 2010 2015 2014 $322.5 0.2 $ 111.2 288.0 $286.4 0.3 $ 94.5 278.4 $308.9 0.1 $ 83.5 297.7 Net cash flow provided by (used in): For the transition period from Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . to Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Investing activities: Consolidated Commission file number 001-32240 Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28.7) NEENAH PAPER, INC. — . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Purchase of brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.2) Delaware and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Purchase of equity investment — . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (State or other jurisdiction of Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Proceeds on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — incorporation or organization) business segment. 0.6 Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) (48.1) (118.2) — 20-1308307 — (I.R.S. Employer 5.4 Identification No.) 0.8 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27.9) (72.4) — (2.9) — (1.7) 30005 (Zip Code) Raw Materials (104.9) (160.1) $610.7 $565.1 $606.7 (33.3) 15.0 0.4 10.2 (0.6) $ (68.4) $ Title of Each Class (0.8) $ 65.6 (18.8) (0.7) Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) New York Stock Exchange Name of Each Exchange on Which Registered Operating Cash Flow Commentary Registrant’s telephone number, including area code: (678) 566-6500 Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . Securities registered pursuant to Section 12(b) of the Act: Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) Cash provided by operating activities of $111.2 million for the year ended December 31, 2015 was Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and $16.7 million favorable to cash provided by operating activities of $94.5 million in the prior year. The certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by favorable comparison was primarily due to a $16.1 million increase in operating income and lower Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our contributions and benefit payments for post-retirement benefit obligations. These favorable variances were needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of partially offset by a decrease of $9.0 million in our investment in working capital in the prior year compared Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be to a decrease of $1.8 million in our investment in working capital for the year ended December 31, 2015. 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Cash provided by operating activities of $94.5 million for the year ended December 31, 2014 was $11.0 million Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp favorable to cash provided by operating activities of $83.5 million in the prior year. The favorable comparison grades or other latex grades that would allow us to meet required product performance characteristics and incur was primarily due to higher operating income and a $9.0 million decrease in our investment in working only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative capital for the year ended December 31, 2014 compared to an increase in our investment in working capital pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, of $6.6 million in the prior year. These favorable variances were partially offset by increased contributions and and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by benefit payments for post-retirement benefit obligations. Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Investing Commentary: cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): For the years ended December 31, 2015 and 2014, cash used by investing activities was $160.1 million and percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) $104.9 million, respectively. For the year ended December 31, 2015, cash used by investing activities includes that the loss of a single supplier would not cause a shutdown of our manufacturing operations. $118.2 million for the FiberMark Acquisition. For the year ended December 31, 2014, cash used by investing activities includes $72.4 million for the purchase of the Crane Technical Materials business and $2.9 million We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) for the acquisition of a non-controlling equity investment in a joint venture in India. Cash used by investing increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing activities for the year ended December 31, 2013 includes a payment of $5.2 million to acquire the Southworth ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton brands. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 33 5 F o r m 1 0 - K • • • • Capital expenditures for the year ended December 31, 2015 were $48.1 million compared to spending of $27.9 million in the prior year. In general, we expect aggregate annual capital expenditures of approximately 3 to 5 percent of net sales. For the year ended December 31, 2015, annual capital expenditures were at the higher end of that range due to incremental investment in filtration assets in the U.S. We expect capital spending in 2016 to continue at the higher end of this range. We believe that the level of our capital spending can be more than adequately funded from cash provided from operating activities and allows us to maintain the efficiency and cost effectiveness of our assets and also invest in expanded manufacturing capabilities to successfully pursue strategic initiatives and deliver attractive returns. For the year ended December 31, 2015, we received net cash proceeds of $5.4 million from the sale of the Lahnstein Mill. For the years ended December 31, 2014 and 2013, cash used by investing activities was $104.9 million and $33.3 million, respectively. Cash used by investing activities for the year ended December 31, 2014 includes $72.4 million for the purchase of the Crane Technical Materials business and $2.9 million for the acquisition of a non-controlling equity investment in a joint venture in India. Cash used by investing activities for the year ended December 31, 2013 includes a payment of $5.2 million to acquire the Southworth brands. Capital expenditures for the year ended December 31, 2014 were $27.9 million compared to spending of $28.7 million in the prior year. Financing Commentary: Our liquidity requirements are provided by cash generated from operations and short and long-term borrowings. For the year ended December 31, 2015, cash used by financing activities was $18.8 million compared to cash provided by financing activities of $10.2 million for the prior year. For the year ended December 31, 2014, cash provided by financing activities was $10.2 million compared to cash provided by financing activities of $15.0 million for the prior year. Cash flows from financing activities for the year ended December 31, 2013, included proceeds of $175 million from the issuance of the 2021 Senior Notes and outflows of $90 million for the early redemption of the 2014 Senior Notes. Secured Bank Credit Facility In December 2014, we entered into the Third Amended Credit Agreement. The Third Amended Credit Agreement, among other things: (1) increased the maximum principal amount of our existing credit facility for the U.S. Revolving Credit Facility to $125 million; (2) established the German Revolving Credit Facility in the maximum principal amount of $75 million; (3) caused Neenah and the other domestic borrowers to guarantee, among other things, the obligations arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit Facilities to mature on December 18, 2019; and (5) provides for an accordion feature permitting one or more increases in the Global Revolving Credit Facilities in an aggregate principal amount not exceeding $50 million, such that the aggregate commitments under the Global Revolving Credit Facilities do not exceed $250 million. In addition, domestic borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount not to exceed $20 million outstanding at any time, and German borrowers may request letters of credit under the German Revolving Credit Facility in an aggregate face amount not to exceed $2 million outstanding at any time. See Note 6 of Notes to Condensed Consolidated Financial Statements, ‘‘Debt.’’ Unsecured Senior Notes In May 2013, we issued $175 million of 2021 Senior Notes. Proceeds from this offering were used to retire the remaining principal amount of 2014 Senior Notes, to repay approximately $56 million in outstanding revolver borrowings under our bank credit agreement and for general corporate purposes. In May 2013, we completed an early redemption of $20 million of our 2014 Senior Notes. The 2014 Senior Notes were redeemed at par value plus accrued but unpaid interest. The early redemption was financed with revolver borrowings under our bank credit agreement and resulted in a pre-tax loss of $0.1 million due to the write-off of related unamortized debt issuance costs. 34 • • • • • In June 2013, we used a portion of the proceeds from the issuance of the 2021 Senior Notes to retire the Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than remaining $70 million in outstanding 2014 Senior Notes. The 2014 Senior Notes were redeemed at par value plus 10 percent of our consolidated net sales. accrued but unpaid interest. The retirement of the 2014 Senior Notes resulted in a pre-tax loss of $0.3 million due UNITED STATES to the write-off of related unamortized debt issuance costs. As of December 31, 2014 there were no 2014 Senior The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Notes outstanding. See Note 6 of Notes to Condensed Consolidated Financial Statements, ‘‘Debt.’’ Washington, D.C. 20549 FORM 10-K Year Ended December 31, Other Debt 2012 2011 2010 In June 2014, we repaid the remaining A3.7 million ($5.2 million) in outstanding project financing borrowings (Mark One) under the German Loan Agreement. $543.4 265.4 $416.2 279.8 $413.6 244.1 Net sales United States Europe Consolidated EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES In January 2013, Neenah Germany entered into the Second German Loan Agreement to finance the construction $657.7 of a melt blown machine. The agreement provides for A9.0 million of construction financing which is secured by the melt blown machine. The loan matures in September 2022 and principal is repaid in equal quarterly installments beginning in December 2014. At December 31, 2015, A7.6 million ($8.3 million, based on exchange 2010 rates at December 31, 2015) was outstanding under the Second German Loan Agreement. For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES December 31, $808.8 $696.0 2012 2011 to Consolidated $286.4 0.3 278.4 $322.5 0.2 288.0 For the transition period from Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Availability under our revolving credit facility varies over time depending on the value of our inventory, $308.9 receivables and various capital assets. As of December 31, 2015, we had $51.1 million outstanding under our 0.1 Revolver and $122.9 million of available credit (based on exchanges rates at December 31, 2015). During the Commission file number 001-32240 297.7 fourth quarter, the proceeds from Revolver borrowings in Germany were used to fund the repatriation of cash to the U.S. NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) We have required debt payments through December 31, 2016 of $1.2 million on the Second German Loan Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Agreement. and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by For the year ended December 31, 2015, cash and cash equivalents decreased $68.4 million to $4.2 million at business segment. December 31, 2015 from $72.6 million at December 31, 2014. Total debt (including the reclassification of deferred financing costs) increased $1.2 million to $229.4 million at December 31, 2015 from $228.2 million at December 31, 2014. Net debt (total debt minus cash and cash equivalents) increased by $69.6 million Registrant’s telephone number, including area code: (678) 566-6500 primarily due to the FiberMark Acquisition for $118.2 million partially offset by cash flow from operations. Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex As of December 31, 2015, our cash balance consists of $1.1 million in the U.S. and $3.1 million held at from various suppliers. The technical products business purchases substantially all of its raw material requirements entities outside of the U.S. As of December 31, 2015, there were no restrictions regarding the repatriation of externally. We believe that all of the raw materials for our technical products operations, except for certain our non-U.S. cash and, we believe, the repatriation of these cash balances to the U.S. would not materially specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a increase our income tax provision. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Raw Materials Title of Each Class $610.7 $565.1 $606.7 Securities registered pursuant to Section 12(b) of the Act: Transactions with shareholders Act. Yes (cid:31) No (cid:30) Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:30) No (cid:31) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by For the years ended December 31, 2015 and 2014, we paid cash dividends of $1.20 per common share or Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our $20.3 million and $1.02 per common share or $17.1 million, respectively. needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the In November 2015, our Board of Directors approved a ten percent increase in the annual dividend rate on an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to our common stock to $1.32 per share. The dividend is scheduled to be paid in four equal quarterly file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term installments beginning in March 2016. As of December 31, 2015, under the most restrictive terms of our debt Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp agreements, our ability to pay cash dividends on our common stock is limited to a total of $25 million in a grades or other latex grades that would allow us to meet required product performance characteristics and incur 12-month period. However, we can pay dividends in excess of such limitation by utilizing ‘‘restricted payment only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative baskets’’ as defined in the indenture for the 2021 Senior Notes and the Third Amended Credit Agreement. pulp or latex grades would have a material effect on our operations. 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 In May 2015, our Board of Directors authorized the 2015 Stock Purchase Plan. The 2015 Stock Purchase Plan Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) allows us to repurchase up to $25 million of our outstanding Common Stock through May 2016. Purchases significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a under the 2015 Stock Purchase Plan will be made from time to time in the open market or in privately cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in negotiated transactions in accordance with the requirements of applicable law. The timing and amount of any all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): purchases will depend on share price, market conditions and other factors. The 2015 Stock Purchase Plan percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) does not require us to purchase any specific number of shares and may be suspended or discontinued at any that the loss of a single supplier would not cause a shutdown of our manufacturing operations. time. The 2015 Stock Purchase Plan replaced the 2014 Stock Purchase Plan that expired in May 2015. For the We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would year ended December 31, 2015, we acquired approximately 42,100 shares of Common Stock at a cost of Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the $2.4 million and 60,900 shares of Common Stock at a cost of $3.5 million pursuant to the 2015 Stock The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton Purchase Plan and the 2014 Stock Purchase Plan, respectively. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 35 5 F o r m 1 0 - K • • • • • • For the years ended December 31, 2015 and 2014, we acquired approximately 40,000 and 56,000 of Common Stock, respectively, at a cost of $2.5 million and $3.4 million, respectively, for shares surrendered by employees to pay taxes due on vested restricted stock awards and stock appreciation rights exercised. In addition, we received $1.2 million and $3.6 million in proceeds from the exercise of employee stock options for the years ended December 31, 2015 and 2014, respectively. For the years ended December 31, 2015 and 2014, we recognized excess tax benefits of $2.6 million and $5.6 million, respectively, related to the vesting or exercise of stock-based awards. Other Items: In 2015, all remaining U.S. federal NOLs have been utilized and we made approximately $10.6 million in U.S. federal income tax payments. As of December 31, 2015, we had $78.1 million of state NOLs. Our state NOLs may be used to offset approximately $2.5 million in state income taxes. If not used, substantially all of the state NOLs will expire in various amounts between 2016 and 2035. In addition, we had $30.2 million of U.S. federal and state R&D Credits which, if not used, will expire between 2027 and 2035 for the U.S. federal R&D Credits and between 2017 and 2030 for the state R&D Credits. As of December 31, 2015, we recorded a valuation allowance of $2.9 million against a portion of the R&D Credits. Management believes that our ability to generate cash from operations and our borrowing capacity are adequate to fund working capital, capital spending and other cash needs for the next 12 months. Our ability to generate adequate cash from operations beyond 2015 will depend on, among other things, our ability to successfully implement our business strategies, control costs in line with market conditions and manage the impact of changes in input prices and currencies. We can give no assurance we will be able to successfully implement these items. Contractual Obligations The following table presents the total contractual obligations for which cash flows are fixed or determinable as of December 31, 2015: (In millions) 2016 2017 2018 2019 2020 Long-term debt payments . . . . . . . . . . . . . . . . . . . . . . Interest payments on long-term debt (a) . . . . . . . . . . . . Open purchase orders (b) . . . . . . . . . . . . . . . . . . . . . . Other post-employment benefit obligations (c) . . . . . . . Contributions to pension trusts . . . . . . . . . . . . . . . . . . Minimum purchase commitments (d) . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.2 10.3 81.9 3.8 11.3 7.4 2.6 $ 1.3 10.3 — 3.5 — 1.1 2.2 $ 1.2 10.2 — 3.9 — 1.1 1.6 $52.3 10.2 — 4.2 — — 1.2 $ 1.2 9.3 — 4.3 — — 1.0 Beyond 2020 $177.2 4.3 — 18.6 — — 4.3 Total $234.4 54.6 81.9 38.3 11.3 9.6 12.9 Total contractual obligations . . . . . . . . . . . . . . . . . . . $118.5 $18.4 $18.0 $67.9 $15.8 $204.4 $443.0 (a) Interest payments on long-term debt includes interest on variable rate debt at December 31, 2015 weighted average interest rates. (b) The open purchase orders displayed in the table represent amounts we anticipate will become payable within the next 12 months for goods and services that we have negotiated for delivery. (c) The above table includes future payments that we will make for postretirement benefits other than pensions. Those amounts are estimated using actuarial assumptions, including expected future service, to project the future obligations. (d) The minimum purchase commitments in 2016 are primarily for coal contracts. Although we are primarily liable for payments on the above operating leases and minimum purchase commitments, based on historic operating performance and forecasted future cash flows, we believe our exposure to losses, if any, under these arrangements is not material. Adoption of New Accounting Pronouncements See Note 2, ‘‘Summary of Significant Accounting Policies — Recently Adopted Accounting Standards’’ for a description of accounting standards adopted in the year ended December 31, 2015. 36 • Critical Accounting Policies and Use of Estimates Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than The preparation of financial statements in conformity with Generally Accepted Accounting Principles (‘‘GAAP’’) 10 percent of our consolidated net sales. UNITED STATES in the United States requires estimates and assumptions that affect the reported amounts and related disclosures The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION of assets and liabilities at the date of the financial statements and net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes in these estimates are recorded when known. Washington, D.C. 20549 The critical accounting policies used in the preparation of the consolidated financial statements are those that are FORM 10-K important both to the presentation of financial condition and results of operations and require significant judgments with regard to estimates used. These critical judgments relate to the reported amounts of assets and $543.4 (Mark One) liabilities, disclosure of contingent assets and liabilities, and the reported amounts of expenses. 265.4 $413.6 244.1 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES The following summary provides further information about the critical accounting policies and should be read in $657.7 conjunction with the notes to the Consolidated Financial Statements. We believe that the consistent application of our policies provides readers of our financial statements with useful and reliable information about our operating For the fiscal year ended December 31, 2014 results and financial condition. OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES We have discussed the application of these critical accounting policies with our Board of Directors and Audit Committee. Net sales United States Europe EXCHANGE ACT OF 1934 Year Ended December 31, $416.2 279.8 Consolidated December 31, $808.8 $696.0 2012 2011 2010 2012 2011 2010 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Inventories For the transition period from to $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 30005 (Zip Code) Consolidated Commission file number 001-32240 We value U.S. inventories at the lower of cost, using the Last-In, First-Out (‘‘LIFO’’) method, or market. German NEENAH PAPER, INC. inventories are valued at the lower of cost, using a weighted-average cost method, or market. The First-In, (Exact name of registrant as specified in its charter) First-Out value of U.S. inventories valued on the LIFO method was $118.2 million and $95.7 million at Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities December 31, 2015 and 2014, respectively and exceeded such LIFO value by $10.0 million and $14.0 million, and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business respectively. Cost includes labor, materials and production overhead. Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. 20-1308307 (I.R.S. Employer Identification No.) $606.7 $610.7 $565.1 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Income Taxes Raw Materials Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Registrant’s telephone number, including area code: (678) 566-6500 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the As of December 31, 2015, we have recorded aggregate deferred income tax assets of $20.0 million related to temporary differences, net operating losses and research and development and other tax credits. As of Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our December 31, 2014, our aggregate deferred income tax assets were $45.7 million. As of December 31, 2015, we Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex recorded a valuation allowance of $2.9 million against a portion of our R&D Credits. No valuation allowance was from various suppliers. The technical products business purchases substantially all of its raw material requirements provided at December 31, 2014. In determining the need for a valuation allowance, we consider many factors, externally. We believe that all of the raw materials for our technical products operations, except for certain including specific taxing jurisdictions, sources of taxable income, income tax strategies and forecasted earnings for specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a the entities in each jurisdiction. A valuation allowance would be recognized if, based on the weight of available Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. evidence, we conclude that it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Act. Yes (cid:31) No (cid:30) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by As of December 31, 2015 and 2014, our liability for uncertain income taxes positions was $12.8 million and formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) $7.0 million, respectively. In evaluating and estimating tax positions and tax benefits, we consider many factors needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the which may result in periodic adjustments and which may not accurately anticipate actual outcomes. an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Pension and Other Postretirement Benefits Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur Pension Plans chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Except as described below for FiberMark, substantially all active employees of our U.S. operations participate in pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, defined benefit pension plans and/or defined contribution retirement plans. Neenah Germany has defined benefit and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other plans designed to provide a monthly pension upon retirement for substantially all its employees in Germany. In reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, addition, we maintain a supplemental retirement contribution plan (the ‘‘SERP’’) which is a non-qualified defined Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that benefit plan. We provide benefits under the SERP to the extent necessary to fulfill the intent of our defined smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): benefit retirement plans without regard to the limitations set by the Internal Revenue Code on qualified defined percent of the total fiber requirements of our fine paper business, are readily available from several sources and benefit plans. Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. FiberMark has a qualified defined benefit plan covering certain U.S. employees. During 2009, FiberMark fully We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would froze this plan so that additional benefits cannot be earned as a result of additional years of service or increases in Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the annual earnings. Plan assets are principally invested in equity, government and corporate debt securities and fixed The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton income mutual funds. FiberMark has a defined benefit plan covering all United Kingdom ‘‘U.K.’’ employees, stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. which is designed to provide a monthly pension upon retirement. This plan was fully frozen during 2011 and plan assets are primarily invested in equity mutual funds. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 37 5 F o r m 1 0 - K Our funding policy for qualified defined benefit plans is to contribute assets to fully fund the accumulated benefit obligation, as required by the Pension Protection Act of 2006. Subject to regulatory and tax deductibility limits, any funding shortfall is to be eliminated over a reasonable number of years. Nonqualified plans providing pension benefits in excess of limitations imposed by the taxing authorities are not funded. There is no legal or governmental obligation to fund Neenah Germany’s benefit plans and as such the plans are currently unfunded. Consolidated pension expense related to continuing operations for defined benefit pension plans was $6.5 million, $10.8 million and $6.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. The weighted- average expected long-term rate of return on pension fund assets used to calculate pension expense was 6.50 percent, 6.50 percent and 7.00 percent for the years ended December 31, 2015, 2014 and 2013, respectively. The expected long-term rate of return on pension fund assets held by our pension trusts was determined based on several factors, including input from pension investment consultants and projected long-term returns of broad equity and bond indices. We also considered the plans’ historical 10-year and 15-year compounded annual returns. We anticipate that, on average, actively managed U.S. pension plan assets will generate annual long-term rates of return of at least 6.50 percent. Our expected long-term rate of return on the assets in the plans is based on an asset allocation assumption of about 35 percent with equity managers, with expected long-term rates of return of approximately 8 to 10 percent, and 65 percent with fixed income managers, with an expected long-term rate of return of approximately 4 to 6 percent. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted allocation when considered appropriate. We evaluate our investment strategy and long-term rate of return on pension asset assumptions at least annually. Pension expense is estimated based on the fair value of assets rather than a market-related value that averages gains and losses over a period of years. Investment gains or losses represent the difference between the expected return calculated using the fair value of the assets and the actual return based on the fair value of assets. The variance between the actual and the expected gains and losses on pension assets is recognized in pension expense more rapidly than it would be if a market-related value for plan assets was used. As of December 31, 2015, our pension plans had cumulative unrecognized investment losses and other actuarial losses of $84.1 million. These unrecognized net losses may increase our future pension expense if not offset by (i) actual investment returns that exceed the assumed investment returns, (ii) other factors, including reduced pension liabilities arising from higher discount rates used to calculate our pension obligations or (iii) other actuarial gains, including whether such accumulated actuarial losses at each measurement date exceed the ‘‘corridor’’ determined under ASC Topic 715. The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in the U.S. is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the market place, whose duration matches the timing of expected pension benefit payments. The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in Germany is generally based on the IBOXX index of AA-rated corporate bonds adjusted to match the timing of expected pension benefit payments. The weighted average discount rate utilized to determine the present value of future pension obligations at December 31, 2015 and 2014 was 4.54 percent and 3.91 percent, respectively. Our consolidated pension expense in 2015 is based on the expected weighted-average long-term rate of return on assets and the weighted-average discount rate described above and various other assumptions. Pension expense beyond 2015 will depend on future investment performance, our contributions to the pension trusts, changes in discount rates and various other factors related to the covered employees in the plans. The fair value of the assets in our defined benefit plans at December 31, 2015 of approximately $308 million increased approximately $20 million from the fair value of about $288 million at December 31, 2014, as assets acquired in the FiberMark Acquisition and employer contributions exceeded investment losses and benefit payments. At December 31, 2015, the projected benefit obligations of our defined benefit plans exceeded the fair value of plan assets by approximately $52 million which was approximately $10 million larger than the $42 million deficit at December 31, 2014. The accumulated benefit obligation exceeded the fair value of plan assets by $40.6 million and $25.4 million at December 31, 2015 and 2014, respectively. Contributions to pension trusts for the year ended December 31, 2015 were $1.0 million compared with $24.5 million for the year ended December 31, 2014. In addition, we made direct benefit payments for unfunded qualified and supplemental retirement benefits of $1.8 million and $1.6 million for the years ended December 31, 2015 and 2014, respectively. 38 Other Postretirement Benefit Plans Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than We maintain postretirement health care and life insurance benefit plans for active employees and former 10 percent of our consolidated net sales. UNITED STATES employees of our Canadian pulp operations. The plans are generally noncontributory for employees who were The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION eligible to retire on or before December 31, 1992 and contributory for most employees who became eligible to retire on or after January 1, 1993. We do not provide a subsidized postretirement health care or life insurance Washington, D.C. 20549 Year Ended December 31, benefit to most employees hired after 2003. Our postretirement health care and life insurance benefit plans are 2010 FORM 10-K unfunded. 2011 2012 Net sales United States Europe 2011 2012 $808.8 Consolidated Consolidated $416.2 279.8 $543.4 265.4 For the transition period from EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES For the years ended December 31, 2015, 2014 and 2013, consolidated postretirement health care and life $413.6 (Mark One) insurance plan benefit expense was $3.4 million, $3.8 million and $4.2 million, respectively. The weighted-average 244.1 discount (or settlement) rate used to calculate postretirement health care and life insurance plan benefit expense $657.7 $696.0 was 4.05 percent, 4.84 percent and 4.12 percent for the years ended December 31, 2015, 2014 and 2013, respectively. The discount (or settlement) rate that is utilized for determining the present value of future December 31, postretirement health care and life insurance plan benefit obligations in the U.S. is generally based on the yield 2010 for a theoretical basket of AA-rated corporate bonds currently available in the market place, whose duration matches the timing of expected postretirement health care and life insurance benefit payments. The discount (or $308.9 settlement) rate that is utilized for determining the present value of future postretirement health care and life 0.1 insurance obligations for our foreign benefit plans is generally based on an index of AA-rated corporate bonds 297.7 adjusted to match the timing of expected benefit payments. For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Commission file number 001-32240 Our consolidated postretirement health care and life insurance plan benefit expense in 2015 is based on the NEENAH PAPER, INC. weighted-average discount rate described above and various other assumptions. Postretirement health care and life (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities insurance plan benefit expense beyond 2015 will depend on future health care cost trends, changes in discount and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business rates and various other factors related to the covered employees in the plans. Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Our obligations for postretirement health care and life insurance plan benefits are measured annually as of December 31. The weighted average discount rate utilized to determine the present value of future postretirement health care and life insurance obligations at December 31, 2015 and 2014 was 4.07 percent and 4.05 percent, respectively. The assumed inflationary health care cost trend rates used to determine obligations at December 31, Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our 2015 and costs for the year ended December 31, 2015 were 7.3 percent gradually decreasing to an ultimate rate of Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex 4.5 percent in 2037. The assumed inflationary health care cost trend rates used to determine obligations at from various suppliers. The technical products business purchases substantially all of its raw material requirements December 31, 2014 and costs for the year ended December 31, 2014 were 7.3 percent gradually decreasing to an externally. We believe that all of the raw materials for our technical products operations, except for certain ultimate rate of 4.5 percent in 2027. At December 31, 2015, the projected benefit obligations for our specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a postretirement health care and life insurance plans of approximately $41 million was essentially unchanged from single supplier would not cause a shutdown of our manufacturing operations. the projected benefit obligation at December 31, 2014. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange $286.4 0.3 278.4 $322.5 0.2 288.0 30005 (Zip Code) Raw Materials Title of Each Class $610.7 $565.1 $606.7 to Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:30) No (cid:31) Property, Plant and Equipment Act. Yes (cid:31) No (cid:30) Impairment of Long-Lived Assets Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Property, plant and equipment are tested for impairment in accordance with ASC Topic 360, Property, Plant, and an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Equipment (‘‘ASC Topic 360’’), whenever events or changes in circumstances indicate that the carrying amounts of file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term such long-lived assets may not be recoverable from future net pre-tax cash flows. Impairment testing requires Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp significant management judgment including estimating the future success of product lines, future sales volumes, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such growth rates for selling prices and costs, alternative uses for the assets and estimated proceeds from disposal of only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) the assets. Impairment testing is conducted at the lowest level where cash flows can be measured and are pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, independent of cash flows of other assets. An asset impairment would be indicated if the sum of the expected and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other future net pre-tax cash flows from the use of the asset (undiscounted and without interest charges) is less than the reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, carrying amount of the asset. An impairment loss would be measured based on the difference between the fair Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that value of the asset and its carrying amount. We determine fair value based on an expected present value technique smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): using multiple cash flow scenarios that reflect a range of possible outcomes and a risk free rate of interest are percent of the total fiber requirements of our fine paper business, are readily available from several sources and used to estimate fair value. Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. The estimates and assumptions used in the impairment analysis are consistent with the business plans and We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would estimates we use to manage our business operations. The use of different assumptions would increase or decrease Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the the estimated fair value of the asset and would increase or decrease the impairment charge. Actual outcomes may The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton differ from the estimates. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 39 5 F o r m 1 0 - K Goodwill and Other Intangible Assets with Indefinite Lives Goodwill arising from a business combination is recorded as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed in accordance with ASC Topic 805, Business Combinations (‘‘ASC Topic 805’’). All of our goodwill was acquired in conjunction with the acquisition of Neenah Germany in October 2006, the technical materials business in July 2014, and FiberMark in August 2015. Under ASC Topic 350, Intangibles — Goodwill and Other (‘‘ASC Topic 350’’), goodwill is subject to impairment testing at least annually. ASC Topic 350 provides an entity with the option 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 assessing the totality of events or circumstances, 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. If the two-step impairment test is necessary, a fair-value-based test is applied at the reporting unit level, which is generally one level below the operating segment level. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This test requires various judgments and estimates. We estimate the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired. We test goodwill for impairment at least annually on November 30 in conjunction with preparation of its annual business plan, or more frequently if events or circumstances indicate it might be impaired. We tested goodwill for impairment as of November 30, 2015. In our testing of goodwill for impairment, we estimated the fair value of the reporting units using a market approach in combination with a discounted operating cash flow approach. Significant assumptions used in developing the discounted operating cash flow approach were revenue growth rates and pricing, costs for manufacturing inputs, levels of capital investment and estimated cost of capital for high, medium and low growth environments. As of November 30, 2015 no impairment was indicated. Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with indefinite lives are annually reviewed for impairment in accordance with ASC Topic 350. Other Intangible Assets with Finite Lives Acquired intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360. Intangible assets consist primarily of customer relationships, trade names and acquired intellectual property. Such intangible assets are amortized using the straight-line method over estimated useful lives of between 10 and 15 years. Our annual test of other intangible assets for impairment at November 30, 2015, 2014 and 2013 indicated that the carrying amount of such assets was recoverable. Stock-Based Compensation We account for stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation — Stock Compensation (‘‘ASC Topic 718’’). The amount of stock-based compensation cost recognized is based on the fair value of grants that are ultimately expected to vest and is recognized pro-rata over the requisite service period for the entire award. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As a multinational enterprise, we are exposed to risks such as changes in commodity prices, foreign currency exchange rates, interest rates and environmental regulation. A variety of practices are employed to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation or trading. Presented below is a description of our most significant risks. 40 Foreign Currency Risk to 2011 2012 2010 2011 2012 Pulp $606.7 $565.1 $610.7 $696.0 $808.8 Raw Materials Consolidated Year Ended December 31, EXCHANGE ACT OF 1934 Net sales United States Europe Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than Our reported operating results are affected by changes in the exchange rates of the local currencies of our 10 percent of our consolidated net sales. UNITED STATES non-U.S. operations relative to the U.S. dollar. For the year ended December 31, 2015, a hypothetical 10 percent The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION increase in the exchange rates of the U.S dollar relative to the local currencies of our non-U.S. operations would have decreased our income before income taxes by approximately $2.6 million. We do not hedge our exposure to Washington, D.C. 20549 exchange risk on reported operating results. 2010 FORM 10-K The translation of the balance sheets of our non-U.S. operations from their local currencies into U.S. dollars is also sensitive to changes in the exchange rate of the U.S. dollar. Consequently, we performed a sensitivity test to $413.6 (Mark One) determine if changes in the exchange rate would have a significant effect on the translation of the balance sheets 244.1 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES of our non-U.S. operations into U.S. dollars. These translation gains or losses are recorded as unrealized $657.7 translation adjustments (‘‘UTA’’, a component of accumulated other comprehensive income) within stockholders’ equity. The hypothetical change in UTA is calculated by multiplying the net assets of our non-U.S. operations by a For the fiscal year ended December 31, 2014 10 percent change in the exchange rate of their local currencies versus the U.S. dollar. As of December 31, 2015, OR the net assets of our non-U.S. operations exceeded their net liabilities by approximately $95 million. As of (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES December 31, 2015, a 10 percent decrease in the exchange rate of the U.S. dollar against the local currencies of $308.9 our non-U.S. operations would have decreased our stockholders’ equity by approximately $10 million. 0.1 297.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) We purchase the wood pulp used to produce our products on the open market, and, as a result, the price and Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities other terms of those purchases are subject to change based on factors such as worldwide supply and demand and and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business government regulation. We do not have significant influence over the price paid for our wood pulp purchases. Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Therefore, an increase in wood pulp prices could occur at the same time that prices for our products are business segment. decreasing and have an adverse effect on our results of operations, financial position and cash flows. 20-1308307 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 30005 (Zip Code) Commodity Risk $416.2 279.8 $543.4 265.4 Consolidated December 31, Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Based on 2015 pulp purchases, a 10 percent increase in the average market price for pulp (approximately $92 per Registrant’s telephone number, including area code: (678) 566-6500 ton) would have increased our annual costs for pulp purchases by approximately $18 million. Securities registered pursuant to Section 12(b) of the Act: Other Manufacturing Inputs Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain We purchase a substantial portion of the other manufacturing inputs necessary to produce our products on the specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a open market, and, as a result, the price and other terms of those purchases are subject to change based on factors Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. such as worldwide supply and demand and government regulation. We do not have significant influence over our costs for such manufacturing inputs. Therefore, an increase in other manufacturing inputs could occur at the same Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) time that prices for our products are decreasing and have an adverse effect on our results of operations, financial certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the position and cash flows. formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Our technical products business acquires certain of its specialized pulp requirements from two global suppliers and Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur an interruption of production at any one supplier, we believe that each of these suppliers individually would be chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp 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 grades or other latex grades that would allow us to meet required product performance characteristics and incur Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a pulp or latex grades would have a material effect on our operations. cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Cotton fiber represents less than five percent of the total fiber requirements of our fine paper and packaging percent of the total fiber requirements of our fine paper business, are readily available from several sources and business. Our fine paper and packaging business acquires a substantial majority of the cotton fiber used in the Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. production of certain branded bond paper products pursuant to annual agreements with two North American producers. The balance of our cotton fiber requirements are acquired through ‘‘spot market’’ purchases from a We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) variety of other producers. We believe that a partial or total disruption in the production of cotton fibers at our increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing two primary suppliers would increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. in cost. Since we have the ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we fiber supply issues to have a material effect on our operations. would not expect cotton fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 41 5 F o r m 1 0 - K We generate substantially all of the electrical energy used by our Munising mill and approximately 25 of the electrical energy at our Appleton and Bruckm¨uhl mills. Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on fluctuations in demand and other factors. There is no assurance that that we will be able to obtain electricity or natural gas purchases on favorable terms in the future. Except for certain specialty latex grades and specialty softwood pulp used by our technical products business and cotton fiber used by our fine paper and packaging business, we are not aware of any significant concentration of business transacted with a particular supplier. Interest Rate Risk We are exposed to interest rate risk on our variable rate bank debt. At December 31, 2015, we had $51.1 million of variable rate borrowings outstanding. A 100 basis point increase in interest rates would increase our annual interest expense on outstanding variable rate borrowings by approximately $0.5 million. Environmental Regulation/Climate Change Legislation Our manufacturing operations are subject to extensive regulation primarily by U.S., German and other international authorities. We have made significant capital expenditures to comply with environmental laws, rules and regulations. Due to changes in environmental laws and regulations, including potential future legislation to limit GHG emissions, the application of such regulations and changes in environmental control technology, we are not able to predict with certainty the amount of future capital spending to be incurred for environmental purposes. Taking these uncertainties into account, we have planned capital expenditures for environmental projects during the period 2016 through 2018 of approximately $1 million to $2 million annually. We believe these risks can be managed and will not have a material effect on our business or our consolidated financial position, results of operations or cash flows. Item 8. Financial Statements and Supplementary Data The information required in Item 8 is contained in and incorporated herein by reference from pages F-1 through F-54 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) or 15a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. 42 2011 2012 Consolidated EXCHANGE ACT OF 1934 Net sales United States Europe Because of its inherent limitations, internal control over financial reporting may not prevent or detect Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance 10 percent of our consolidated net sales. with respect to financial statement preparation and presentation. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. The scope of management’s assessment of the effectiveness of internal control over financial Washington, D.C. 20549 Year Ended December 31, reporting includes all of the Company’s businesses except for the FiberMark business acquired in August 2015. 2010 FORM 10-K The FiberMark business constituted approximately 22 percent of total assets, seven percent of revenues, and one percent of net income of the consolidated financial statement amounts as of and for the year ended $416.2 (Mark One) December 31, 2015. Further discussion of this acquisition can be found in Note 3 ‘‘Acquisitions’’ to our 279.8 consolidated financial statements. In making this assessment, management used the criteria set forth by the (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated $657.7 Framework (2013). Based upon its assessment, management believes that as of December 31, 2015, the Company’s For the fiscal year ended December 31, 2014 internal controls over financial reporting were effective. OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES The effectiveness of internal control over financial reporting as of December 31, 2015, has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who also audited the Company’s $308.9 consolidated financial statements. Deloitte & Touche’s attestation report on the Company’s internal control over 0.1 financial reporting is included herein. See ‘‘Item 15 — Exhibits and Financial Statement Schedule.’’ 297.7 Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business There has been no significant change in the Company’s internal control over financial reporting during the three Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by months ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the business segment. Company’s internal control over financial reporting. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Neenah Paper, Inc February 26, 2016 Changes in Internal Control Over Financial Reporting 20-1308307 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) For the transition period from $286.4 0.3 278.4 $322.5 0.2 288.0 30005 (Zip Code) $413.6 244.1 $543.4 265.4 Consolidated December 31, Raw Materials $808.8 $696.0 $610.7 $565.1 $606.7 2012 2011 2010 to Item 9B. Other Information Registrant’s telephone number, including area code: (678) 566-6500 None. Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 43 5 F o r m 1 0 - K Item 10. Directors and Executive Officers of the Registrant PART III The information required to be set forth herein, except for the information included under Executive Officers of the Company, relating to nominees for director of Neenah and compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the captions ‘‘Election of Directors,’’ ‘‘Meetings and Committees of the Board of Directors,’’ ‘‘Corporate Governance’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance,’’ respectively, in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 26, 2016. Such information is incorporated herein by reference. The definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2015. Executive Officers of the Company Set forth below is information concerning our executive officers. Name Position John P. O’Donnell President and Chief Executive Officer Steven S. Heinrichs Senior Vice President, General Counsel and Secretary Bonnie C. Lind Senior Vice President, Chief Financial Officer and Treasurer James R. Piedmonte Senior Vice President — Global Operations Julie A. Schertell Senior Vice President — President, Fine Paper and Packaging Armin S. Schwinn Senior Vice President — Managing Director of Neenah Germany Larry N. Brownlee Vice President — Controller and Principal Accounting Officer John P. O’Donnell, born in 1960, is our President and Chief Executive Officer and has been in that role since May 2011. Prior to becoming President and Chief Executive Office, Mr. O’Donnell served as our Senior Vice President, Chief Operating Officer since June 2010. In November 2007, Mr. O’Donnell joined the Company as President, Fine Paper. Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior roles in the Consumer Products division. Mr. O’Donnell served as President of the North America Retail Business from 2004 through 2007, and as President of the North American Commercial Tissue business from 2002 through 2004. Steven S. Heinrichs, born in 1968, is our Senior Vice President, General Counsel and Secretary and has been in that role since June 2004 when he joined Kimberly-Clark as Chief Counsel, Pulp and Paper and General Counsel for Neenah Paper, Inc. Prior to his employment with Kimberly-Clark, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company. Before joining Mariner Health Care in 2003, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for American Commercial Lines LLC, a leading inland barge and shipbuilding company from 1998 through 2003. Mr. Heinrichs engaged in the private practice of law with Skadden, Arps, Slate, Meagher and Flom LLP and Shuttleworth, Smith, McNabb and Williams PLLC from 1994 through 1998. Mr. Heinrichs received his MBA from the Kellogg School of Management at Northwestern University in 2008. Bonnie C. Lind, born in 1958, is our Senior Vice President, Chief Financial Officer and Treasurer and has been in that role since June 2004. Ms. Lind was an employee of Kimberly-Clark from 1982 until 2004, holding a variety of increasingly senior financial and operations positions. From 1999 until June 2004, Ms. Lind served as the Assistant Treasurer of Kimberly-Clark and was responsible for managing Kimberly-Clark’s global treasury operations. Prior to that, she was Director of Kimfibers with overall responsibility for the sourcing and distribution of pulp to Kimberly-Clark’s global operations. James R. Piedmonte, born in 1956, is our Senior Vice President — Global Operations and has been in that role since June James R. Piedmonte, born in 1956, is our Senior Vice President — Operations and has been in that role since June 2004. Mr. Piedmonte had been employed by Kimberly-Clark from 1978 until 2004, and held increasingly senior positions within Kimberly-Clark’s operations function. Mr. Piedmonte was responsible for Kimberly-Clark’s pulp mill and forestry operations in Pictou, Nova Scotia, from 2001 until 2004. Previously he was the Director of Operations for the fine paper business operations, as well as mill manager at the Whiting, Wisconsin mill. 44 Julie A. Schertell, born in 1969, is our Senior Vice President — President, Fine Paper and Packaging and has been Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than in that role since January 2014. Ms. Schertell joined the Company in 2008 and served as Vice President of Sales 10 percent of our consolidated net sales. and Marketing for the Fine Paper division through December 2010 and as a Senior Vice President of the UNITED STATES Company and President, Fine Paper through December 2013. Ms. Schertell was employed by Georgia-Pacific The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Corporation in the Consumer Products Retail division, where she served as Vice President of Sales Strategy from Washington, D.C. 20549 2007-2008, and as Vice President of Customer Solutions from 2003 through 2007. FORM 10-K Armin S. Schwinn, born in 1959, is our Senior Vice President — Managing Director of Neenah Germany and has been in that role since April 2010. Mr. Schwinn had been Vice President, Finance of Neenah Germany since our $413.6 (Mark One) acquisition of FiberMark Germany in October 2006. Mr. Schwinn joined FiberMark Germany in 1995 and held 244.1 increasingly senior positions within FiberMark Germany’s financial, purchasing and administrative functions. Prior (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES to this, Mr. Schwinn served in various leadership positions in other German manufacturing and service companies. Net sales United States Europe Year Ended December 31, $543.4 265.4 $416.2 279.8 Consolidated $808.8 $696.0 $657.7 2012 2011 2010 EXCHANGE ACT OF 1934 to 2012 2010 2011 Consolidated Code of Ethics $322.5 0.2 288.0 For the transition period from There are no family relationships among our directors or executive officers. Larry N. Brownlee, born in 1956, is our Vice President — Controller and Principal Accounting Officer and has For the fiscal year ended December 31, 2014 December 31, been in that role since July 2004. From 1990 to 2004, Mr. Brownlee served as Controller of several public OR companies in the electric utility, telephone and healthcare industries. From 1979 to 1990, Mr. Brownlee was with (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Arthur Andersen & Co. and provided audit services to clients primarily in the manufacturing, utility and $308.9 $286.4 healthcare industries. Mr. Brownlee received his Masters of Accountancy from the University of Georgia in 1979. 0.1 0.3 297.7 278.4 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) The Neenah Paper, Inc. Code of Business Conduct and Ethics, applies to all directors, officers and employees of Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Neenah. The Code of Business Conduct and Ethics meets the requirements of a ‘‘code of ethics’’ as defined by and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (our principal Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by financial officer) and Vice President — Controller (our principal accounting officer), as well as all other business segment. employees, as indicated above. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under New York Stock Exchange listing standards. The Code of Business Conduct and Ethics is posted on our web site at www.neenah.com under the links ‘‘Investor Relations — Corporate Governance — Code of Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Ethics’’ and print copies are available upon request without charge. You can request print copies by contacting our Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex General Counsel in writing at Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 from various suppliers. The technical products business purchases substantially all of its raw material requirements or by telephone at 678-566-6500. The Company intends to disclose any amendments to the Code of Business externally. We believe that all of the raw materials for our technical products operations, except for certain Conduct and Ethics, as well as any waivers for executive officers or directors, on our web site at www.neenah.com. specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Information on our web site is not incorporated by reference in this document. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Raw Materials Title of Each Class $610.7 $565.1 $606.7 Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Item 11. Executive Compensation Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Information relating to executive compensation and other matters is set forth under the captions ‘‘Compensation, Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) Discussion and Analysis,’’ ‘‘Additional Executive Compensation,’’ ‘‘Director Compensation,’’ and ‘‘Compensation needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Committee Report’’ in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to by reference. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. Item 12. Security Ownership of Certain Beneficial Owners and Management every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Information relating to ownership of common stock of Neenah by certain persons is set forth under the caption files). Yes (cid:31) No (cid:30) ‘‘Security Ownership of Certain Beneficial Owners and Management’’ in the Proxy Statement referred to in Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Item 10 above. Such information is incorporated herein by reference. Information regarding securities authorized and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other for issuance under equity compensation plans of Neenah is set forth under the caption ‘‘Equity Compensation reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Plan Information’’ in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that by reference. smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Item 13. Certain Relationships and Related Transactions and Director Independence Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Information relating to existing or proposed relationships or transactions between Neenah and any affiliate of We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Neenah is set forth under the caption ‘‘Certain Relationships and Related Transactions’’ in the Proxy Statement Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the referred to in Item 10 above. Such information is incorporated herein by reference. The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 45 5 F o r m 1 0 - K Item 14. Principal Accountant Fees and Services Information relating to Neenah’s principal accounting fees and services is set forth under the caption ‘‘Independent Registered Public Accounting Firm Fees and Services’’ in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference. 46 (a) Documents filed as part of this report: Item 15. Exhibits and Financial Statement Schedule PART IV Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K The following reports and financial statements are filed herewith on the pages indicated: 1. Consolidated Financial Statements Year Ended December 31, 2012 2011 2010 (Mark One) Net sales United States Europe $543.4 265.4 $416.2 279.8 $413.6 244.1 Page Consolidated EXCHANGE ACT OF 1934 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting F-2 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES F-3 Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4 Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 F-6 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OR Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES F-8 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, $808.8 $696.0 $657.7 2012 2011 2010 For the transition period from to Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Financial Statement schedule 2. Consolidated The following schedule is filed herewith: Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business All other schedules for which provision is made in the applicable accounting regulations of the Securities and Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have business segment. been omitted. 20-1308307 (I.R.S. Employer Identification No.) $610.7 $565.1 $606.7 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 30005 (Zip Code) 3. Exhibits Raw Materials $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 F o r m 1 0 - K Exhibit Title of Each Class Act. Yes (cid:30) No (cid:31) New York Stock Exchange Name of Each Exchange on Which Registered Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the See (b) below Securities registered pursuant to Section 12(b) of the Act: (b) Exhibits Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain The following exhibits are filed with or incorporated by reference in this report. Where such filing is made by specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a incorporation by reference to a previously filed registration statement or report, such registration statement or single supplier would not cause a shutdown of our manufacturing operations. report is identified in parentheses. We will furnish any exhibit at no cost upon written request to us at: Investor Relations, Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005. Act. Yes (cid:31) No (cid:30) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this 2.1 chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Exhibit formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Number needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 2 Distribution Agreement dated as of November 20, 2004 between Kimberly-Clark Corporation and an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Neenah Paper, Inc. (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term November 30, 2004 and incorporated herein by reference). Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Sale and Purchase Agreement dated as of August 9, 2006 by and between FiberMark, Inc., FiberMark grades or other latex grades that would allow us to meet required product performance characteristics and incur International Holdings LLC, and Neenah Paper, Inc. (filed as Exhibit 2.1 to the Neenah Paper, Inc. only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative Current Report on Form 8-K filed October 11, 2006 and incorporated herein by reference). pulp or latex grades would have a material effect on our operations. 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 2.2 Assignment of Sale and Purchase Agreement Rights dated October 11, 2006 by and between Neenah Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) Paper, Inc. and Neenah Paper International, LLC (filed as Exhibit 2.2 to the Neenah Paper, Inc. significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Current Report on Form 8-K filed October 11, 2006 and incorporated herein by reference). cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): 2.3 Interest Purchase Agreement by and among ASP FiberMark Holdings, LLC, ASP FiberMark, LLC, percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) Neenah FMK Holdings, LLC and Neenah Paper, Inc. dated as of July 16, 2015 (filed as Exhibit 2.1 to that the loss of a single supplier would not cause a shutdown of our manufacturing operations. the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended September 30, 2015, filed November 9, 2015 and incorporated herein by reference). 2.4 stock price on the New York Stock Exchange) on such date was approximately $880,000,000. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the Agreement and Plan of Merger, among Neenah Paper, Inc., Fox Valley Corporation, Fox River Paper The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton Company, LLC and AF/CPS Holding Corporation, dated as of February 5, 2007 (filed as Exhibit 2.1 fiber supply issues to have a material effect on our operations. to the Neenah Paper, Inc. Current Report on Form 8-K filed March 1, 2007 and incorporated herein by reference). As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 47 5 Exhibit Number 2.5 2.6 2.7 2.8 2.9 2.10 3.1 3.2 4.1 4.2 4.3 4.4 10.2 10.3 Exhibit Amended and Restated Share Purchase Agreement dated as of June 24, 2008, by and among Neenah Paper Company of Canada, NPCC Holding Company, LLC, Neenah Paper, Inc., Azure Mountain Capital Holdings LP, Northern Pulp NS LP, and Azure Mountain Capital Financial LP (filed as Exhibit 10.2 to the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2008, filed August 11, 2008 and incorporated herein by reference). Asset Purchase Agreement dated as of June 24, 2008, by and between Neenah Paper Company of Canada and Azure Mountain Financial Corporation (filed as Exhibit 10.3 to the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2008, filed August 11, 2008 and incorporated herein by reference). Asset Purchase Agreement dated as of June 24, 2008, by and between Neenah Paper Company of Canada and Northern Pulp Nova Scotia Corporation (filed as Exhibit 10.4 to the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2008, filed August 11, 2008 and incorporated herein by reference). Timberland Purchase and Sale Agreement dated as of February 26, 2010 by and between Neenah Paper Company of Canada and Northern Timber Nova Scotia Corporation (filed as Exhibit 10.1 to the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed May 10, 2010 and incorporated herein by reference). Asset Purchase Agreement, by and among Neenah Paper, Inc., Wausau Paper Corp. and Wausau Paper Mills, LLC, dated as of December 7, 2011 (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed January 31, 2012 and incorporated herein by reference). Securities Purchase Agreement by and among Crane Technical Materials, Inc., Crane & Co., Inc., Neenah Paper, Inc. and Neenah Filtration, LLC dated as of June 2, 2014 (filed as Exhibit 2.1 to the Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2014, filed August 7, 2014) (portions of this exhibit have been omitted pursuant to a confidential treatment request that we have filed with the Securities Exchange Commission). Amended and Restated Certificate of Incorporation of Neenah Paper, Inc. (filed as Exhibit 3.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). Amended and Restated Bylaws of Neenah Paper, Inc. (filed as Exhibit 3.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). Indenture dated as of November 30, 2004 between Neenah Paper, Inc., the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, including Form of 73⁄8 Senior Note due 2014 (filed as Exhibit 10.8 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). Rights Agreement between Neenah Paper, Inc. and EquiServe Trust Company, N.A., as Rights Agent, dated as of November 30, 2004 (filed as Exhibit 4.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). Form of Subsidiary Guarantee (included as Exhibit E to Exhibit 4.1). Indenture dated as of May 23, 2013, by and among the Company, the Guarantors named therein, and the 2021 Notes Trustee filed as Exhibit 4.1 to the Neenah Paper, Inc. Current Report on Form 8-K, filed May 24, 2013 and incorporated herein by reference). Tax Sharing Agreement dated as of November 30, 2004 by and between Kimberly-Clark Corporation and Neenah Paper, Inc. (filed as Exhibit 10.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). Lease Agreement dated June 29, 2004 between Neenah Paper, Inc. and Germania Property Investors XXXIV, L.P. (filed as Exhibit 10.3 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference). 48 10.4 Exhibit Number Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. Industrial Lease Agreement dated October 8, 2004 by and between Neenah Paper, Inc. and Duke UNITED STATES Realty Limited Partnership (filed as Exhibit 10.4 to the Neenah Paper, Inc. Current Report on The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Form 8-K filed November 30, 2004 and incorporated herein by reference). Washington, D.C. 20549 FORM 10-K Year Ended December 31, Neenah Paper Supplemental Pension Plan (filed as Exhibit 10.5 to the Neenah Paper, Inc. Annual 2010 Report on Form 10-K for the year ended December 31, 2004, filed March 31, 2005 and incorporated herein by reference). Exhibit 2011 2012 10.5* Neenah Paper Supplemental Retirement Contribution Plan (filed as Exhibit 10.6 to the Neenah (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2004, filed March 31, 2005 and incorporated herein by reference). EXCHANGE ACT OF 1934 Consolidated $808.8 $696.0 $657.7 $543.4 265.4 $416.2 279.8 $413.6 244.1 Net sales United States Europe (Mark One) 10.6* to 2010 2011 2012 10.12 10.8* 10.7* 10.20* 10.21* $606.7 $565.1 $610.7 December 31, Title of Each Class Consolidated Raw Materials 30005 (Zip Code) For the transition period from For the fiscal year ended December 31, 2014 Neenah Paper Executive Severance Plan (filed as Exhibit 10.7 to the Neenah Paper, Inc. Annual OR Report on Form 10-K for the year ended December 31, 2004, filed March 31, 2005 and incorporated herein by reference). (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total Assets EXCHANGE ACT OF 1934 Neenah Paper Severance Pay Plan (filed as Exhibit 10.8 to the Neenah Paper, Inc. Annual Report on $308.9 United States Form 10-K for the year ended December 31, 2006, filed March 16, 2007 and incorporated herein by Canada 0.1 reference). 297.7 Europe Form of Employee Matters Agreement by and between Kimberly-Clark Corporation and Neenah Paper, Inc. (filed as Exhibit 10.2 to the Neenah Paper, Inc. Registration Statement on Form 10, as amended, filed August 26, 2004 and incorporated herein by reference). Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Neenah Paper, Inc. Amended and Restated 2004 Omnibus Stock and Incentive Compensation Plan Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by (filed as Annex A to the Neenah Paper, Inc. Definitive Proxy Statement on Schedule 14A for the year business segment. ended December 31, 2013, filed April 12, 2013 and incorporated herein by reference). 20-1308307 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) $286.4 0.3 278.4 $322.5 0.2 288.0 New York Stock Exchange Name of Each Exchange on Which Registered Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(b) of the Act: 10.22* Neenah Paper Deferred Compensation Plan approved on December 11, 2006 (filed as Exhibit 10.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed December 15, 2006 and incorporated Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our herein by reference). technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements Neenah Paper Directors’ Deferred Compensation Plan approved on December 11, 2006. (filed as externally. We believe that all of the raw materials for our technical products operations, except for certain Common Stock — $0.01 Par Value Exhibit 99.1 to the Neenah Paper, Inc. Registration Statement on Form S-8 filed December 21, 2006 Preferred Stock Purchase Rights specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a and incorporated herein by reference). single supplier would not cause a shutdown of our manufacturing operations. Securities registered pursuant to Section 12(g) of the Act: None 10.23 Act. Yes (cid:31) No (cid:30) Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such 10.25 files). Yes (cid:31) No (cid:30) Subscription Agreement, dated as of June 24, 2008, by and between Neenah Paper Company of Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Canada, and Azure Mountain Capital Financial Corporation (filed as Exhibit 10.6 to the Neenah certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Paper, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2008, filed formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our August 11, 2008 and incorporated herein by reference). needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 10.24 Amended and Restated Credit Agreement dated as of November 5, 2009 by and among Neenah an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Paper, Inc., certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term agent for the Lenders (filed as Exhibit 10.34 to the Neenah Paper, Inc. Annual Report on Form 10-K Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp for the year ended December 31, 2009, filed March 10, 2010 and incorporated herein by reference).+ grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative First Amendment dated as of March 31, 2011 to the Amended and Restated Credit Agreement dated pulp or latex grades would have a material effect on our operations. as of November 5, 2009 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.1 to the and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) Neenah Paper, Inc. Quarterly Report on Form 10-Q for the three months ended March 31, 2011, filed significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, May 10, 2011 and incorporated herein by reference).+ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Second Amendment dated as of November 16, 2011 to the Amended and Restated Credit Agreement 10.26 all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): dated as of November 5, 2009 by and among Neenah Paper, Inc., certain of its subsidiaries, the percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Exhibit 10.27 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) December 31, 2011, filed March 8, 2012 and incorporated herein by reference). increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Act. Yes (cid:30) No (cid:31) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE 49 5 F o r m 1 0 - K Exhibit Number 10.27 10.28 10.29 10.30 10.31 12 21 23 24 31.1 31.2 32.1 32.2 Exhibit Second Amended and Restated Credit Agreement dated as of October 11, 2012 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.28 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2013, filed March 7, 2013 and incorporated herein by reference). First Amendment dated as of June 7, 2013 to the Second Amended and Restated Credit Agreement, dated as of October 11, 2012 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 99.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed June 11, 2013 and incorporated herein by reference). Second Amendment dated December 16, 2013 to the Second Amended and Restated Credit Agreement dated as of October 11, 2012 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 99.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed December 18, 2013 and incorporated herein by reference). First Amendment to the Neenah Paper Executive Severance Plan (filed as Exhibit 10.28 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2013, (filed March 7, 2013 and incorporated herein by reference). Third Amended and Restated Credit Agreement dated December 18, 2014 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.31 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed February 27, 2015 and incorporated herein by reference). Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed herewith) List of Subsidiaries of Neenah Paper, Inc. (filed herewith). Consent of Deloitte & Touche LLP (filed herewith) Power of Attorney (filed herewith) Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’) (filed herewith). Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith). Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith). Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith). 101.INS XBRL Instance Document (filed herewith). 101.SCH XBRL Taxonomy Extension Schema Document (filed herewith). 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). 101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed herewith). 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). * Indicates management contract or compensatory plan or arrangement. + Pursuant to a confidential treatment request portions of this exhibit have been furnished separately to the Securities and Exchange Commission. (c) Financial Statement Schedule See Item 15(a) (2) above 50 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 Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than 10 percent of our consolidated net sales. UNITED STATES The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K By: NEENAH PAPER, INC. /s/ JOHN P. O’DONNELL Year Ended December 31, 2012 2011 2010 Net sales United States Europe $808.8 (Mark One) Consolidated $416.2 279.8 Name: Title: EXCHANGE ACT OF 1934 John P. O’Donnell $413.6 $543.4 President and Chief Executive Officer (in his 244.1 265.4 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES capacity as a duly authorized officer of the $657.7 Registrant and in his capacity as Chief Executive Officer) February 26, 2016 For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2010 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 and in the capacities and on the dates indicated. $322.5 0.2 288.0 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe President and Chief Executive Officer Commission file number 001-32240 (Principal Executive Officer) NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) February 26, 2016 Senior Vice President, Chief Financial Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Officer and Treasurer (Principal Financial and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Officer) Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. 20-1308307 (I.R.S. Employer Identification No.) /s/ JOHN P. O’DONNELL For the transition period from /s/ BONNIE C. LIND $308.9 0.1 297.7 $286.4 0.3 278.4 John P. O’Donnell February 26, 2016 Consolidated December 31, $696.0 $610.7 $565.1 $606.7 Date: 2012 2011 to Delaware Bonnie C. Lind (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road /s/ LARRY N. BROWNLEE Alpharetta, Georgia (Address of principal executive offices) Larry N. Brownlee Raw Materials Vice President — Controller (Principal 30005 Accounting Officer) (Zip Code) February 26, 2016 Margaret S. Dano /s/ SEAN T. ERWIN* Securities registered pursuant to Section 12(b) of the Act: Registrant’s telephone number, including area code: (678) 566-6500 Chairman of the Board and Director Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Director February 26, 2016 single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered /s/ MARGERET S. DANO* New York Stock Exchange February 26, 2016 Sean T. Erwin Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) Timothy S. Lucas Edward Grzedzinski /s/ TIMOTHY S. LUCAS* /s/ EDWARD GRZEDZINSKI* Director Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and February 26, 2016 certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to February 26, 2016 Director file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur February 26, 2016 only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Director files). Yes (cid:31) No (cid:30) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other Director February 26, 2016 reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): February 26, 2016 percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. /s/ JOHN F. MCGOVERN* /s/ STEPHEN M. WOOD* /s/ PHILIP C. MOORE* John F. McGovern Stephen M. Wood Philip C. Moore Accelerated filer (cid:30) Director Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) *By: /s/ STEVEN S. HEINRICHS We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Steven S. Heinrichs Senior Vice President, General Counsel and Secretary Attorney-in-fact DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. 51 5 F o r m 1 0 - K TABLE OF CONTENTS F-2 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting . . F-3 Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4 Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7 Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9 Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54 Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM to 2011 2012 2012 2011 $565.1 $657.7 $696.0 $808.8 $610.7 December 31, Consolidated Consolidated $543.4 265.4 $413.6 244.1 $416.2 279.8 $286.4 0.3 278.4 $322.5 0.2 288.0 EXCHANGE ACT OF 1934 Net sales United States Europe Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than To the Board of Directors and Stockholders of 10 percent of our consolidated net sales. UNITED STATES Neenah Paper, Inc. The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Alpharetta, Georgia Washington, D.C. 20549 Year Ended December 31, We have audited the internal control over financial reporting of Neenah Paper, Inc. and subsidiaries (the ‘‘Company’’) as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework 2010 FORM 10-K (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its (Mark One) assessment the internal control over financial reporting at ASP FiberMark, LLC., which was acquired on August 1, (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2015 and whose financial statements constitute 22 percent of total assets, seven percent of revenues, and one percent of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2015. Accordingly, our audit did not include the internal control over financial reporting at ASP FiberMark, LLC. For the fiscal year ended December 31, 2014 The Company’s management is responsible for maintaining effective internal control over financial reporting and OR 2010 for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an $308.9 opinion on the Company’s internal control over financial reporting based on our audit. For the transition period from 0.1 297.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board Commission file number 001-32240 (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about $606.7 whether effective internal control over financial reporting was maintained in all material respects. Our audit NEENAH PAPER, INC. included obtaining an understanding of internal control over financial reporting, assessing the risk that a material (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the Delaware and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe (State or other jurisdiction of Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by that our audit provides a reasonable basis for our opinion. incorporation or organization) business segment. 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 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 Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our the reliability of financial reporting and the preparation of financial statements for external purposes in Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex accordance with generally accepted accounting principles. A company’s internal control over financial reporting from various suppliers. The technical products business purchases substantially all of its raw material requirements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, externally. We believe that all of the raw materials for our technical products operations, except for certain accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. 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 Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by company’s assets that could have a material effect on the financial statements. formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Because of the inherent limitations of internal control over financial reporting, including the possibility of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to collusion or improper management override of controls, material misstatements due to error or fraud may not be file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp control over financial reporting to future periods are subject to the risk that the controls may become inadequate every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur because of changes in conditions, or that the degree of compliance with the policies or procedures may chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative deteriorate. files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): (United States), the consolidated financial statements and financial statement schedule as of and for the year percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) ended December 31, 2015 of the Company and our report dated February 26, 2016 expressed an unqualified that the loss of a single supplier would not cause a shutdown of our manufacturing operations. opinion on those financial statements and financial statement schedule. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Accelerated filer (cid:30) Raw Materials Title of Each Class We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. /s/ Deloitte & Touche LLP stock price on the New York Stock Exchange) on such date was approximately $880,000,000. Atlanta, Georgia February 26, 2016 As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-2 5 F o r m 1 0 - K REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Neenah Paper, Inc. Alpharetta, Georgia We have audited the accompanying consolidated balance sheets of Neenah Paper, Inc. and subsidiaries (the ‘‘Company’’) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. 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 Neenah Paper, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, 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, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting. /s/ Deloitte & Touche LLP Atlanta, Georgia February 26, 2016 F-3 NEENAH PAPER, INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than CONSOLIDATED STATEMENTS OF OPERATIONS 10 percent of our consolidated net sales. UNITED STATES (In millions, except share and per share data) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, Year Ended December 31, 2010 2011 2014 2012 2015 2013 Net sales United States Europe Consolidated EXCHANGE ACT OF 1934 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Mark One) Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159.9 74.7 Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 Integration/restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 0.2 Pension plan settlement charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OR Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 1.5 Other expense — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170.8 78.0 2.3 December 31, 3.5 0.2 0.2 $ 839.7 $416.2 668.9 279.8 $ 781.7 621.8 $413.6 244.1 $657.7 $696.0 2011 2010 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Consolidated Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the transition period from Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . 71.6 Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1 (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.5 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Income (loss) from discontinued operations, net of taxes (Note 12) . . . . . . . . . . . 3.5 Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. $ Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.5 20-1308307 (I.R.S. Employer (9.4) Identification No.) $ 51.1 68.0 0.7 75.5 7.5 82.6 11.2 (0.2) $606.7 $565.1 68.7 52.0 to $ $286.4 86.6 0.3 11.4 278.4 (0.3) $308.9 0.1 297.7 2012 $ 887.7 $543.4 692.3 265.4 195.4 $808.8 86.5 6.5 — — 1.0 $322.5 101.4 0.2 11.7 288.0 (0.2) $610.7 89.9 29.4 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia Earnings (Loss) Per Common Share (Address of principal executive offices) Basic Raw Materials 30005 (Zip Code) Registrant’s telephone number, including area code: (678) 566-6500 $ 3.02 3.18 Diluted 2.97 0.21 Title of Each Class Act. Yes (cid:31) No (cid:30) $ 3.53 (0.55) $ 3.58 (0.56) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights 4.05 0.04 Name of Each Exchange on Which Registered 4.09 $ $ New York Stock Exchange $ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the $ Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities $ Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from various suppliers. The technical products business purchases substantially all of its raw material requirements $ externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.91 single supplier would not cause a shutdown of our manufacturing operations. Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.21 Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,072 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,403 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur See Notes to Consolidated Financial Statements only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) Weighted Average Common Shares Outstanding (in thousands) Act. Yes (cid:30) No (cid:31) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) 3.99 0.04 17,012 16,754 16,584 16,872 3.12 4.03 2.98 $ $ Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-4 5 F o r m 1 0 - K NEENAH PAPER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended December 31, 2015 2014 2013 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51.1 $ 68.7 $52.0 Reclassification of amounts recognized in the consolidated statement of operations: Amortization of adjustments to pension and other postretirement benefit liabilities . . . Pension plan settlement/curtailment charge (2015 amount in discontinued operations) . Amounts recognized in the consolidated statement of operations . . . . . . . . . . . . . . . . . Unrealized foreign currency translation gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain (loss) from pension and other postretirement benefit liabilities . . . . . . . . . . . Deferred loss on ‘‘available-for-sale’’ securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain (loss) from other comprehensive income items before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for income taxes Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1 5.5 12.6 (15.0) (6.3) — (8.7) 1.2 (9.9) 4.7 3.5 6.5 0.2 8.2 (23.7) (34.3) 6.7 8.7 15.8 — (0.1) (49.8) (8.7) (41.1) 31.1 8.6 22.5 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41.2 $ 27.6 $74.5 See Notes to Consolidated Financial Statements F-5 NEENAH PAPER, INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than CONSOLIDATED BALANCE SHEETS 10 percent of our consolidated net sales. UNITED STATES (In millions, except share data) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, December 31, 2015 2012 2011 2010 2014 Net sales ASSETS United States (Mark One) Current Assets Europe $543.4 265.4 $413.6 244.1 $416.2 279.8 $ $696.0 to 2012 2010 2011 $657.7 $751.4 $606.7 $565.1 $610.7 $808.8 Consolidated EXCHANGE ACT OF 1934 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 72.6 84.7 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 101.2 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.3 OR 46.3 Assets held for sale (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 319.1 $308.9 241.7 0.1 45.7 Commission file number 001-32240 297.7 50.5 56.6 NEENAH PAPER, INC. 10.9 (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities $724.5 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Current Liabilities Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, Plant and Equipment — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible Assets — net (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 97.3 120.6 December 31, 24.5 — 246.6 $286.4 323.0 0.3 20.0 278.4 72.2 79.1 10.5 LIABILITIES AND STOCKHOLDERS’ EQUITY 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 Consolidated Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 1.4 44.5 43.8 27.3 New York Stock Exchange Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Registrant’s telephone number, including area code: (678) 566-6500 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 1.2 53.7 51.2 — Name of Each Exchange on Which Registered 106.1 228.2 11.8 89.7 4.0 Debt payable within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Raw Materials Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Liabilities related to facilities held for sale (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from various suppliers. The technical products business purchases substantially all of its raw material requirements 117.0 externally. We believe that all of the raw materials for our technical products operations, except for certain 226.8 specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a 9.9 single supplier would not cause a shutdown of our manufacturing operations. 80.9 1.2 Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Noncurrent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:31) No (cid:30) TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:30) No (cid:31) Commitments and Contingencies (Notes 10 and 11) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by 435.8 formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Stockholders’ Equity an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Common stock, par value $0.01 — authorized: 100,000,000 shares; issued and outstanding: Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp 18,063,000 shares and 17,849,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 grades or other latex grades that would allow us to meet required product performance characteristics and incur (31.7) Treasury stock, at cost: 1,244,000 shares and 1,101,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative Additional paid-in capital 300.4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . pulp or latex grades would have a material effect on our operations. 88.2 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68.4) and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288.7 significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that $724.5 smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) See Notes to Consolidated Financial Statements that the loss of a single supplier would not cause a shutdown of our manufacturing operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 0.2 (40.1) 310.8 119.0 (78.3) Accelerated filer (cid:30) 30005 (Zip Code) Title of Each Class $751.4 439.8 311.6 $ $ Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-6 5 F o r m 1 0 - K NEENAH PAPER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In millions, shares in thousands) Balance, December 31, 2012 . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . . . . . . . . . Dividends-in-kind . . . . . . . . . . . . . . . . . . . . . . Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . Restricted stock vesting (Note 9) . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . Balance, December 31, 2013 . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss, net of income taxes . Dividends declared . . . . . . . . . . . . . . . . . . . . . Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . Shares purchased (Note 9) . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . Restricted stock vesting (Note 9) . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . Balance, December 31, 2014 . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss, net of income taxes . Dividends declared . . . . . . . . . . . . . . . . . . . . . Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . Shares purchased (Note 9) . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . Restricted stock vesting (Note 9) . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . Other/Currency . . . . . . . . . . . . . . . . . . . . . . . . Common Stock Shares Amount 16,826 — $0.2 — Treasury Stock $(22.6) — Additional Paid-In Capital $273.9 — — — — — 336 221 — 17,383 — — — — — 316 150 — 17,849 — — — — — 108 106 — — — — — — — — — 0.2 — — — — — — — — 0.2 — — — — — — — — — — — — — (0.6) (4.0) — (27.2) — — — — (1.1) — (3.4) — (31.7) — — — — (5.9) — (2.5) — — — — 0.1 2.6 3.7 — 4.9 285.2 — — — 5.6 — 3.6 — 6.0 300.4 — — — 2.6 — 1.2 — 6.5 0.1 Retained Earnings/ Accumulated Deficit Accumulated Other Comprehensive Income $ (3.9) 52.0 — (11.5) — — — — — 36.6 68.7 — (17.1) — — — — — 88.2 51.1 — (20.3) — — — — — — $(49.8) — 22.5 — — — — — — (27.3) — (41.1) — — — — — — (68.4) — (9.9) — — — — — — — Balance, December 31, 2015 . . . . . . . . . . . . . . 18,063 $0.2 $(40.1) $310.8 $119.0 $(78.3) See Notes to Consolidated Financial Statements F-7 NEENAH PAPER, INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than CONSOLIDATED STATEMENTS OF CASH FLOWS 10 percent of our consolidated net sales. UNITED STATES (In millions) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, 2010 Year Ended December 31, 2012 2015 2014 2011 2013 $543.4 $ 51.1 265.4 $416.2 $ 68.7 279.8 $413.6 $ 52.0 244.1 Net sales OPERATING ACTIVITIES United States (Mark One) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe Adjustments to reconcile net income to net cash provided by operating activities: $696.0 Consolidated EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.4 4.9 Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 (2.6) Excess tax benefit from stock-based compensation (Note 8) . . . . . . . . . . . . . . . . . OR Deferred income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.3 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (0.1) Non-cash effects of changes in liabilities for uncertain income tax positions . . . . . . Total Assets Loss on early extinguishment of debt 0.5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE ACT OF 1934 United States (1.8) Inventory acquired in acquisitions (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the transition period from Canada Pension settlement charge, net of plan payments . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) Commission file number 001-32240 Europe — Non-cash loss on discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Gain) loss on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 NEENAH PAPER, INC. Net cash provided by (used in) changes in operating working capital, net of effect (Exact name of registrant as specified in its charter) of acquisitions (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Pension and other post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. 30.0 6.0 (5.6) December 31, 3.7 (2.0) 0.2 — 3.5 — 0.2 $808.8 31.5 6.5 (2.6) 8.3 (0.1) — $322.5 — 0.2 — 288.0 12.0 (0.1) $610.7 1.8 20-1308307 2.9 (I.R.S. Employer (0.1) Identification No.) 111.2 NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . $286.4 0.3 278.4 $308.9 0.1 297.7 9.0 (18.3) (0.9) (6.6) (11.5) (0.3) Consolidated $606.7 $657.7 $565.1 94.5 83.5 2012 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) (160.1) 30005 (Zip Code) Title of Each Class Raw Materials New York Stock Exchange Registrant’s telephone number, including area code: (678) 566-6500 INVESTING ACTIVITIES Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of brands (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities registered pursuant to Section 12(b) of the Act: Net proceeds from sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . Acquisitions (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of equity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities registered pursuant to Section 12(g) of the Act: None Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28.7) (0.1) Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our (5.2) technical products business. The technical products business purchases softwood pulp, specialty pulp and latex — from various suppliers. The technical products business purchases substantially all of its raw material requirements 0.6 externally. We believe that all of the raw materials for our technical products operations, except for certain — specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a — single supplier would not cause a shutdown of our manufacturing operations. 0.1 (27.9) (0.6) — — Name of Each Exchange on Which Registered — (72.4) (2.9) (1.1) (48.1) (0.2) — 5.4 0.5 (118.2) — 0.5 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:31) No (cid:30) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and (33.3) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by FINANCING ACTIVITIES formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) 151.6 Proceeds from issuance of long-term debt (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . 218.8 needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3.5) an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Repayments of long-term debt (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (145.6) (209.2) file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term — Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.3 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Repayments of short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.1) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2 3.7 chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative 2.6 Excess tax benefit from stock-based compensation (Note 8) . . . . . . . . . . . . . . . . . . . 2.6 files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.3) (11.5) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Shares purchased (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.4) (4.6) and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) 0.1 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.5) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES . . . . . . . . . . . . . 15.0 cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . percent of the total fiber requirements of our fine paper business, are readily available from several sources and 0.4 (0.7) Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. (68.4) 72.6 65.6 7.8 We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the $ 73.4 The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. CASH AND CASH EQUIVALENTS, END OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . stock price on the New York Stock Exchange) on such date was approximately $880,000,000. NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR . . . . . . . . . . . . . . . . . . 49.5 (2.4) (5.6) 6.5 (25.4) 3.6 5.6 (17.1) (4.5) — As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) (0.8) 73.4 $ 72.6 (104.9) (18.8) (0.6) 10.2 4.2 $ See Notes to Consolidated Financial Statements DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. F-8 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except as noted) Note 1. Background and Basis of Presentation Background Neenah Paper, Inc. (‘‘Neenah’’ or the ‘‘Company’’), is a Delaware corporation incorporated in April 2004. The Company has two primary operations: its technical products business and its fine paper and packaging business (formerly known as the fine paper business). On January 1, 2015, we changed the name of our fine paper business to fine paper and packaging. The name change better reflects the increasing importance, and plans for continued growth, of our premium packaging products. The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers. Included in this segment are filtration media, tape and abrasives backings products, and durable label and specialty substrate products. The fine paper and packaging business is a supplier of branded premium printing, packaging and other high end specialty papers primarily in North America. The Company’s premium writing, text and cover papers, and specialty papers are used in commercial printing and imaging applications for corporate identity packages, invitations, personal stationery and high-end advertising, as well as premium labels and luxury packaging. On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums. Due to the dissimilar nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Products businesses. These product lines represent an operating segment which does not meet the quantitative threshold for a reportable segment. See Note 13, ‘‘Business Segment and Geographic Information.’’ On October 31, 2015, the Company sold its paper mill located in Lahnstein, Germany (the ‘‘Lahnstein Mill’’) to the Kajo Neukirchen Group (the ‘‘Buyer’’) for net cash proceeds of approximately $5.4 million. For the year ended December 31, 2015, discontinued operations reported on the consolidated statements of operations reflect the results of operations and the loss on sale of the Lahnstein Mill. The consolidated statements of operations for the years ended December 31, 2014 and 2013 have been restated to report results of the Lahnstein Mill as discontinued operations. As of December 31, 2014, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the consolidated balance sheet. See Note 12, ‘‘Discontinued Operations and Assets Held for Sale.’’ On August 1, 2015, the Company purchased all of the outstanding equity of ASP FiberMark, LLC (‘‘FiberMark’’) from ASP FiberMark Holdings, LLC (‘‘American Securities’’) for approximately $118 million (the ‘‘FiberMark Acquisition’’). The purchase price was financed through $80 million of cash on hand and the balance from available borrowing capacity on the Company’s revolving credit facility. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the Fitchburg, Massachusetts mill (the ‘‘Fitchburg Mill’’), acquired in the FiberMark Acquisition to consolidate its manufacturing footprint. Manufacturing operations at the Fitchburg Mill ceased in December 2015. See Note 3, ‘‘Acquisitions’’ and Note 12, ‘‘Discontinued Operations and Assets Held for Sale.’’ On July 1, 2014, the Company purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. for approximately $72 million. The acquired technical materials business provides performance- oriented wet laid nonwoven media for filtration end markets as well as environmental, energy and industrial uses. The acquired technical materials business has two manufacturing facilities in Pittsfield, Massachusetts. See Note 3, ‘‘Acquisitions.’’ F-9 2010 2011 2012 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K On January 31, 2013, the Company purchased certain premium business paper brands and other assets from the Southworth Company (‘‘Southworth’’) for a payment of $7.0 million. See Note 3, ‘‘Acquisitions.’’ $413.6 (Mark One) 244.1 Note 1. Background and Basis of Presentation (Continued) (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe Basis of Presentation $657.7 The consolidated financial statements include the financial statements of the Company and its wholly owned and For the fiscal year ended December 31, 2014 majority owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. OR 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Note 2. Summary of Significant Accounting Policies Year Ended December 31, $543.4 265.4 $416.2 279.8 Consolidated Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Consolidated Use of Estimates For the transition period from $308.9 0.1 The preparation of financial statements in conformity with accounting principles generally accepted in the United Commission file number 001-32240 297.7 States (‘‘GAAP’’) requires management to make estimates and assumptions that affect the reported amounts of $606.7 NEENAH PAPER, INC. assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Actual results could differ from these estimates, and changes in these estimates are (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities recorded when known. Significant management judgment is required in determining the accounting for, among and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business other things, pension and postretirement benefits, retained insurable risks, reserves for sales discounts and Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by allowances, purchase price allocations, useful lives for depreciation and amortization, future cash flows associated business segment. with impairment testing for tangible and intangible long-lived assets, goodwill, income taxes, contingencies, 30005 inventory obsolescence and market reserves and the valuation of stock-based compensation. (Zip Code) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) $322.5 0.2 288.0 $286.4 0.3 278.4 December 31, Raw Materials $610.7 $808.8 $696.0 $565.1 2012 2011 to F o r m 1 0 - K Title of Each Class Registrant’s telephone number, including area code: (678) 566-6500 New York Stock Exchange Earnings per Share (‘‘EPS’’) Act. Yes (cid:30) No (cid:31) Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Revenue Recognition Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex The Company recognizes sales revenue when all of the following have occurred: (1) delivery has occurred, Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements (2) persuasive evidence of an agreement exists, (3) pricing is fixed or determinable, and (4) collection is externally. We believe that all of the raw materials for our technical products operations, except for certain reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a risks and rewards of ownership. The timing of revenue recognition is largely dependent on shipping terms. Sales single supplier would not cause a shutdown of our manufacturing operations. are reported net of allowable discounts and estimated returns. Reserves for cash discounts, trade allowances and sales returns are estimated using historical experience. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the The Company’s restricted stock units (‘‘RSUs’’) are paid non-forfeitable common stock dividends and thus meet an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to the criteria of participating securities. Accordingly, basic EPS has been calculated using the two-class method, file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term under which earnings are allocated to both common stock and participating securities. Basic EPS has been Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp computed by dividing net income allocated to common stock by the weighted average common shares outstanding. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur For the computation of basic EPS, weighted average RSUs outstanding are excluded from the calculation of chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) weighted average shares outstanding. pulp or latex grades would have a material effect on our operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Accounting Standards Codification (‘‘ASC’’) Topic 260, Earnings per Share (‘‘ASC Topic 260’’) requires companies and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other with participating securities to calculate diluted earnings per share using the ‘‘Two Class’’ method. The ‘‘Two reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Class’’ method requires first calculating diluted earnings per share using a denominator that includes the weighted Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in average share equivalents from the assumed conversion of dilutive securities. Diluted earnings per share is then all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): calculated using net income reduced by the amount of distributed and undistributed earnings allocated to percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) participating securities calculated using the ‘‘Treasury Stock’’ method and a denominator that includes the that the loss of a single supplier would not cause a shutdown of our manufacturing operations. weighted average share equivalents from the assumed conversion of dilutive securities excluding participating securities. Companies are required to report the lower of the diluted earnings per share amounts under the two We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) calculations subject to the anti-dilution provisions of ASC Topic 260. increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-10 5 NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 2. Summary of Significant Accounting Policies (Continued) Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion of common stock equivalents, such as stock options, stock appreciation rights (‘‘SARs’’) and target awards of Restricted Stock Units with performance conditions (‘‘Performance Units’’), into shares of common stock as if those securities were exercised or converted. For the years ended December 31, 2015, 2014 and 2013, approximately 45,000, 15,000 and 450,000 potentially dilutive options, respectively, were excluded from the computation of dilutive common shares because the exercise price of such options exceeded the average market price of the Company’s common stock for the respective 12-month periods during which the options were outstanding. The following table presents the computation of basic and diluted shares of common stock used in the calculation of EPS (amounts in millions, except share and per share amounts): Earnings per basic common share Year Ended December 31, 2015 2014 2013 Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributed and undistributed amounts allocated to participating securities . . . . . . . $ 60.5 (0.6) $ $ 68.0 (0.8) 48.5 (0.8) Income from continuing operations available to common stockholders . . . . . . . . . . . Income (loss) from discontinued operations, net of income taxes . . . . . . . . . . . . . . . Distributed and undistributed amounts allocated to participating securities . . . . . . . 59.9 (9.4) 0.1 Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50.6 $ 67.2 0.7 — 67.9 Weighted-average basic shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,754 16,584 Basic earnings (loss) per share Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.58 (0.56) $ 3.02 $ $ 4.05 0.04 4.09 47.7 3.5 — 51.2 16,072 2.97 0.21 3.18 $ $ $ Earnings per diluted common share Year Ended December 31, 2015 2014 2013 Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributed and undistributed amounts allocated to participating securities . . . . . . . $ 60.5 (0.5) $ $ 68.0 (0.8) 48.5 (0.8) Income from continuing operations available to common stockholders . . . . . . . . . . . Income (loss) from discontinued operations, net of income taxes . . . . . . . . . . . . . . . Distributed and undistributed amounts allocated to participating securities . . . . . . . 60.0 (9.4) 0.1 Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50.7 $ 67.2 0.7 — 67.9 Weighted-average basic shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Assumed incremental shares under stock-based compensation plans . . . . . . . . Weighted average diluted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings (loss) per share Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,754 258 17,012 16,584 288 16,872 $ 3.53 (0.55) $ 2.98 $ $ 3.99 0.04 4.03 47.7 3.5 — 51.2 16,072 331 16,403 2.91 0.21 3.12 $ $ $ F-11 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 2. Summary of Significant Accounting Policies (Continued) Year Ended December 31, 2012 2011 2010 to 2010 2011 2012 $696.0 $808.8 $606.7 $565.1 $610.7 Inventories Consolidated Consolidated $543.4 265.4 $416.2 279.8 Raw Materials Foreign Currency 30005 (Zip Code) $286.4 0.3 278.4 $322.5 0.2 288.0 Cash and Cash Equivalents Net sales United States $413.6 (Mark One) Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three 244.1 Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES months or less. The Company places its temporary cash investments with high credit quality financial institutions. $657.7 As of December 31, 2015 and 2014, $0.3 million and $0.4 million, respectively, of the Company’s cash and cash equivalents is restricted to the payment of postretirement benefits for certain former Fox River executives. December 31, For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Name of Each Exchange on Which Registered 20-1308307 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code: (678) 566-6500 U.S. inventories are valued at the lower of cost, using the Last-In, First-Out (LIFO) method for financial $308.9 reporting purposes, or market. German inventories are valued at the lower of cost, using a weighted-average cost 0.1 method, or market. Cost includes labor, materials and production overhead. 297.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Commission file number 001-32240 NEENAH PAPER, INC. Balance sheet accounts of the Company’s operations in Germany, the United Kingdom (the ‘‘U.K.’’) and Canada (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities are translated from Euros, British Pounds and Canadian dollars, respectively, into U.S. dollars at period-end and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business exchange rates, and income and expense accounts are translated at average exchange rates during the period. Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Translation gains or losses related to net assets located in Germany, the U.K. and Canada are recorded as business segment. unrealized foreign currency translation adjustments within accumulated other comprehensive income (loss) in stockholders’ equity. Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity’s functional currency) are included in other (income) expense — net in the consolidated statements of operations. Securities registered pursuant to Section 12(b) of the Act: Property and Depreciation Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Property, plant and equipment are stated at cost, less accumulated depreciation. Certain costs of software developed or obtained for internal use are capitalized. When property, plant and equipment is sold or retired, the Securities registered pursuant to Section 12(g) of the Act: None costs and the related accumulated depreciation are removed from the accounts, and the gains or losses are recorded in other (income) expense — net. For financial reporting purposes, depreciation is principally computed Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) on the straight-line method over estimated useful asset lives. The weighted average remaining useful lives for certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the buildings, land improvements and machinery and equipment are approximately 18 years, 13 years and 10 years, formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) respectively. For income tax purposes, accelerated methods of depreciation are used. needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Estimated useful lives are periodically reviewed and changed when warranted. Long-lived assets are reviewed for file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term impairment whenever events or changes in circumstances indicate that their cost may not be recoverable. An Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp impairment loss would be recognized when estimated undiscounted future pre-tax cash flows from the use of an every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur asset are less than its carrying amount. Measurement of an impairment loss is based on the excess of the carrying chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) amount of the asset over its fair value. Fair value is generally measured using discounted cash flows. pulp or latex grades would have a material effect on our operations. Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, The costs of major rebuilds and replacements of plant and equipment are capitalized, and the cost of maintenance and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other performed on manufacturing facilities, composed of labor, materials and other incremental costs, is expensed as reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, incurred. Start-up costs for new or expanded facilities, including costs related to trial production, are expensed as Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in incurred. all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): The Company accounts for asset retirement obligations (‘‘AROs’’) in accordance with ASC Topic 410, Asset percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) Retirements and Environmental Obligations, which requires companies to make estimates regarding future events that the loss of a single supplier would not cause a shutdown of our manufacturing operations. in order to record a liability for AROs in the period in which a legal obligation is created. Such liabilities are We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would recorded at fair value, with an offsetting increase to the carrying value of the related long-lived asset. As of Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the December 31, 2015, the Company is unable to estimate its AROs for environmental liabilities at its manufacturing The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. facilities. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) New York Stock Exchange Accelerated filer (cid:30) Title of Each Class Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-12 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 2. Summary of Significant Accounting Policies (Continued) Goodwill and Other Intangible Assets The Company follows the guidance of ASC Topic 805, Business Combinations (‘‘ASC Topic 805’’), in recording goodwill arising from a business combination as the excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed. Under ASC Topic 350, Intangibles — Goodwill and Other (‘‘ASC Topic 350’’), goodwill is subject to impairment testing at least annually. ASC Topic 350 provides an entity with the option 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 assessing the totality of events or circumstances, 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. If the two-step impairment test is necessary, a fair-value-based test is applied at the reporting unit level, which is generally one level below the operating segment level. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired. The Company tests goodwill for impairment at least annually on November 30 in conjunction with preparation of its annual business plan, or more frequently if events or circumstances indicate it might be impaired. The Company tested goodwill for impairment as of November 30, 2015. In the Company’s testing of goodwill for impairment, it estimated the fair value of the reporting units using a market approach in combination with a discounted operating cash flow approach. Significant assumptions used in developing the discounted operating cash flow approach were revenue growth rates and pricing, costs for manufacturing inputs, levels of capital investment and estimated cost of capital for high, medium and low growth environments. As of November 30, 2015 no impairment was indicated. Intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment. Intangible assets consist primarily of customer relationships, trade names and acquired intellectual property. Such intangible assets are amortized using the straight-line method over estimated useful lives of between 10 and 15 years. Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with indefinite lives are reviewed for impairment at least annually. See Note 4, ‘‘Goodwill and Other Intangible Assets.’’ Research and Development Expense Research and development costs are charged to expense as incurred and are recorded in ‘‘Selling, general and administrative expenses’’ on the consolidated statement of operations. See Note 14, ‘‘Supplemental Data — Supplemental Statement of Operations Data.’’ F-13 2011 2012 Consolidated Year Ended December 31, NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 2. Summary of Significant Accounting Policies (Continued) EXCHANGE ACT OF 1934 Fair Value Measurements Net sales United States (Mark One) The Company measures the fair value of pension plan assets in accordance with ASC Topic 820, Fair Value Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Measurements and Disclosures (‘‘ASC Topic 820’’) which establishes a framework for measuring fair value. ASC $657.7 Topic 820 provides a fair value hierarchy 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 For the fiscal year ended December 31, 2014 liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The OR three levels of the fair value hierarchy under ASC Topic 820 are described below: 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Level 2 — Inputs to the valuation methodology include: Quoted prices for similar assets or liabilities in active markets; Consolidated Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in $308.9 active markets that the plan has the ability to access. 0.1 297.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Inputs that are derived principally from or corroborated by observable market data by correlation or business segment. other means. Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $286.4 0.3 278.4 $322.5 0.2 288.0 $416.2 279.8 $413.6 244.1 $543.4 265.4 December 31, $808.8 $696.0 $565.1 $610.7 $606.7 2012 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Raw Materials If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input externally. We believe that all of the raw materials for our technical products operations, except for certain that is significant to the fair value measurement. Valuation techniques attempt to maximize the use of observable specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a inputs and minimize the use of unobservable inputs. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class 30005 (Zip Code) 2015 2014 2015 2014 2015 Total Level 2 Level 1 Level 3 Act. Yes (cid:30) No (cid:31) Assets at Fair Value at December 31, Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the The following table sets forth by level, within the fair value hierarchy, the fair value of the Company’s pension Act. Yes (cid:31) No (cid:30) plan assets: Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to 2014 2014 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Plan assets subject to leveling: Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 1.0 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Plan assets measured at NAV: only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Investment funds (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Total plan assets at fair value . . . . . . . . . . . . . . . . . . . and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a (a) Certain pension plan assets are measured at NAV (or its equivalent) as an alternative to fair market value cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in due to the absence of readily available market prices. Following is the fair value of each such investment all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): category: percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. U.S and Non-U.S. Equities ($92.4 million and $99.2 million at December 31, 2015 and 2014, respectively) — These proprietary mutual funds have observable net asset values (based on the fair value We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) of the underlying investments of the funds) that are provided to investors and provide for liquidity either increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing immediately of within a few days. ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) $— $— $— $— $ Accelerated filer (cid:30) $308.3 $288.3 287.3 301.4 $6.9 $1.0 2015 6.9 Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-14 5 F o r m 1 0 - K • • • • • NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 2. Summary of Significant Accounting Policies (Continued) U.S and Non-U.S. Fixed Income Securities ($185.8 million and $188.1 million at December 31, 2015 and 2014, respectively) — These proprietary mutual funds have observable net asset values (based on the fair value of the underlying investments of the funds) that are provided to investors and provide for liquidity either immediately of within a few days. Hedge Funds ($23.2 million at December 31, 2015) — These funds are valued using net asset values calculated by the fund managers and allow for quarterly or more frequent redemptions. Fair Value of Financial Instruments The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The fair value of short and long-term debt is estimated using rates currently available to the Company for debt of the same remaining maturities. The following table presents the carrying value and the fair value of the Company’s debt. December 31, 2015 December 31, 2014 Carrying Value Fair Value (a) Carrying Value Fair Value (a) 2021 Senior Notes (5.25% fixed rate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Global Revolving Credit Facilities (variable rates) . . . . . . . . . . . . . . . . . . . Second German Loan Agreement (2.5% fixed rate) . . . . . . . . . . . . . . . . . $175.0 51.1 8.3 $169.9 51.1 8.3 $175.0 48.7 10.6 $169.6 48.7 9.0 Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $234.4 $229.3 $234.3 $227.3 (a) Fair value for all debt instruments was estimated from Level 2 measurements. The Company’s investments in marketable securities are accounted for as ‘‘available-for-sale securities’’ in accordance with ASC Topic 320, Investments — Debt and Equity Securities (‘‘ASC Topic 320’’). Pursuant to ASC Topic 320, marketable securities are reported at fair value on the consolidated balance sheet and unrealized holding gains and losses are reported in other comprehensive income until realized upon sale. At December 31, 2015, the Company had $3.3 million in marketable securities classified as ‘‘Other Assets’’ on the consolidated balance sheet. The cost of such marketable securities was $3.4 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s marketable securities are restricted to the payment of benefits under its supplemental retirement contribution plan (the ‘‘SERP’’). Other Comprehensive Income (Loss) Comprehensive income (loss) includes, in addition to net income (loss), gains and losses recorded directly into stockholders’ equity on the consolidated balance sheet. These gains and losses are referred to as other comprehensive income items. Accumulated other comprehensive income (loss) consists of foreign currency translation gains and (losses), deferred gains and (losses) on ‘‘available-for-sale’’ securities, and adjustments related to pensions and other post-retirement benefits. The Company does not provide income taxes for foreign currency translation adjustments related to indefinite investments in foreign subsidiaries. The components of accumulated other comprehensive income (loss), net of applicable income taxes are as follows: Unrealized foreign currency translation losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss from pension and other postretirement benefit liabilities (net of income tax benefits of December 31, 2015 2014 $(20.8) $ (5.8) $33.8 million and $31.1 million, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57.5) (62.6) Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(78.3) $(68.4) F-15 • • NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 2. Summary of Significant Accounting Policies (Continued) Year Ended December 31, 2012 2011 2010 The following table presents changes in accumulated other comprehensive income (‘‘AOCI’’): (Mark One) $543.4 Year Ended December 31, 265.4 $416.2 279.8 $413.6 244.1 Net sales United States Europe Tax Tax Net 2011 2013 2014 2015 Pretax Pretax $696.0 $808.8 Net December 31, $657.7 Net 5.1 — to Consolidated Consolidated (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Pretax Tax Amount Effect Amount Amount Effect Amount Amount Effect Amount EXCHANGE ACT OF 1934 (26.1) 8.7 — — For the transition period from Unrealized foreign currency translation gains Adjustment to pension and other benefit liabilities Unrealized loss on ‘‘available-for-sale’’ securities . . Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR 2010 2012 (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(15.0) $ — $(15.0) $(23.7) $ — $(23.7) $ 8.7 $ — $ 8.7 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (8.6) 13.9 6.3 (1.2) (17.4) 22.5 — (0.1) — (0.1) — — $308.9 $286.4 $322.5 0.3 0.1 0.2 Other comprehensive income (loss) . . . . . . . . . . . $ (8.7) $(1.2) $ (9.9) $(49.8) $8.7 $(41.1) $31.1 $(8.6) $22.5 Commission file number 001-32240 297.7 278.4 288.0 For the years ended December 31, 2015, 2014 and 2013, the Company reclassified $7.1 million, $4.7 million and $606.7 NEENAH PAPER, INC. $6.5 million, respectively, of costs from accumulated other comprehensive income to cost of products sold and (Exact name of registrant as specified in its charter) selling, general and administrative expenses on the Consolidated Statements of Operations. For the years ended Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Delaware December 31, 2015, 2014 and 2013, the Company recognized an income tax benefit of $2.7 million, $1.7 million and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business (State or other jurisdiction of and $2.5 million, respectively, related to such reclassifications classified as Provision for income taxes on the Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by incorporation or organization) Consolidated Statements of Operations. business segment. 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) For the year ended December 31, 2015, the Company reclassified $5.5 million of costs from accumulated other comprehensive income to loss from discontinued operations on the Consolidated Statements of Operations. For Registrant’s telephone number, including area code: (678) 566-6500 the years ended December 31, 2014 and 2013, the Company reclassified $3.5 million and $0.2 million, respectively, Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our of costs from accumulated other comprehensive income to pension plan settlement charge on the Consolidated Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Statements of Operations. For the years ended December 31, 2014 and 2013, the Company recognized an income from various suppliers. The technical products business purchases substantially all of its raw material requirements tax benefit of $1.3 million and $0.1 million, respectively, related to such reclassifications classified as Provision for externally. We believe that all of the raw materials for our technical products operations, except for certain income taxes on the Consolidated Statements of Operations. specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Raw Materials Title of Each Class $610.7 $565.1 Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Recently Adopted Accounting Standards Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) In April 2015, the Financial Accounting Standards Board (‘‘FASB’’) issued ASU No. 2015-03, Interest-Imputation certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the of Interest (‘‘ASU 2015-03’’). ASU 2015-03 requires that unamortized debt issuance costs be presented in the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the or premiums. ASU 2015-03 is effective for fiscal years, and the interim periods within those years, beginning after an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, Imputation of Interest (Subtopic 835-30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term (‘‘ASU No. 2015-15’’). ASU No. 2015-15 updates the changes in ASU No. 2015-03 based on an announcement of Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this the staff of the U.S. Securities and Exchange Commission. ASU No. 2015-15 provides an exception to ASU grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such No. 2015-03 allowing debt issuance costs related to line-of-credit arrangements to continue to be presented as an only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) asset regardless of whether there are any outstanding borrowings under such arrangement. Early adoption of pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, ASU 2015-03 is permitted and the Company elected to early adopt ASU No. 2015-03 as of December 31, 2015 and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other and to apply the guidance retrospectively to all periods presented. The adoption of ASU 2015-03 resulted in the reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, reclassification of $5.0 million and $6.1 million of unamortized deferred financing costs from Other Assets to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that Long-Term Debt on the consolidated balance sheet at December 31, 2015 and 2014, respectively. smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-16 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 2. Summary of Significant Accounting Policies (Continued) In July 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (‘‘ASU 2015-07’’). ASU 2015-07 requires that investments for which fair value is measured at net asset value per share (‘‘NAV’’) (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy. By removing these investments from the fair value hierarchy, ASU 2015-07 ensures that all investments categorized in the fair value hierarchy are classified using a consistent approach. ASU 2015-07 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015. Early adoption of ASU 2015-07 is permitted and the Company elected to early adopt ASU No. 2015-07 as of December 31, 2015 and to apply the guidance retrospectively to all periods presented. The adoption of ASU 2015-07 resulted in the removal of approximately $301.4 million and $287.3 million of pension plan assets from the fair value hierarchy at December 31, 2015 and 2014, respectively. See ‘‘Fair Value Measurements’’ above. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) — Simplifying the Accounting for Measurement-Period Adjustments (‘‘ASU No. 2015-16’’). ASU No. 2015-16 changes the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). ASU No. 2015-16 eliminates the requirement to make such retrospective adjustments, and, instead requires the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. ASU No. 2015-16 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015. Early adoption is permitted and the Company elected to early adopt ASU 2015-16 as of December 31, 2015. As a result of the adoption of ASU 2015-16, the Company recorded the measurement-period adjustments related to the FiberMark Acquisition determined during the three months ended December 31, 2015 on the December 31, 2015 Consolidated Balance Sheet. See Note 3, ‘‘Acquisitions.’’ In November 2015, the FASB issued ASU 2015-17, Income Taxes (‘‘ASU 2015-17’’). ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. Prior to the issuance of ASU 2015-17, deferred tax liabilities and assets were required to be separately classified into a current amount and a noncurrent amount in the balance sheet. ASU 2015-17 represents a change in accounting principle and is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the Company elected to early adopt ASU 2015-17 as of December 31, 2015 and to apply the guidance retrospectively to all periods presented. The adoption of ASU 2015-17 resulted in the reclassification of $19.8 million and $15.8 million from current deferred income taxes to noncurrent deferred income taxes on the consolidated balance sheet at December 31, 2015 and 2014, respectively. F-17 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 2. Summary of Significant Accounting Policies (Continued) Year Ended December 31, 2012 2011 2010 to 2011 2012 $610.7 $565.1 $696.0 $808.8 December 31, Consolidated Consolidated $543.4 265.4 $413.6 244.1 $416.2 279.8 Raw Materials Note 3. Acquisitions $322.5 0.2 288.0 $286.4 0.3 278.4 Acquisition of FiberMark For the transition period from EXCHANGE ACT OF 1934 Net sales United States Europe 20-1308307 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Accounting Standards Changes (Mark One) In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (‘‘ASU 2014-09’’), Revenue from Contracts with Customers (‘‘ASC Topic 606’’). ASU 2014-09 supersedes the $657.7 revenue recognition guidance in ASC Topic 605, Revenue Recognition. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to For the fiscal year ended December 31, 2014 customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange OR for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2016. Therefore, the Company will adopt ASU 2014-09 on January 1, 2017. The Company is currently evaluating the impact of adopting ASU 2014-09 on its consolidated financial statements. Total Assets EXCHANGE ACT OF 1934 United States $308.9 0.1 Canada As of December 31, 2015, no other amendments to the ASC had been issued and not adopted by the Company Commission file number 001-32240 297.7 Europe that will have or are reasonably likely to have a material effect on the its financial position, results of operations or cash flows. $606.7 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities On August 1, 2015, the Company purchased all of the outstanding equity of FiberMark from American Securities for approximately $118 million. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the Fitchburg Mill, acquired in the FiberMark Acquisition to consolidate its manufacturing footprint. Manufacturing Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our operations at the Fitchburg Mill ceased in December 2015. See Note 12, ‘‘Discontinued Operations and Assets Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Held for Sale.’’ from various suppliers. The technical products business purchases substantially all of its raw material requirements The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805, externally. We believe that all of the raw materials for our technical products operations, except for certain Business Combinations (‘‘ASC Topic 805’’). The preliminary allocation of the purchase price is based on estimates specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a of the fair value of assets acquired and liabilities assumed as of August 1, 2015 and are subject to adjustment as Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. additional information is obtained. The Company has up to 12 months from the closing of the acquisition to Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) finalize its valuations. Changes to the valuation of assets and liabilities acquired may result in adjustments to the certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the carrying value of assets and liabilities acquired or goodwill. The Company has not identified any material formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) unrecorded pre-acquisition contingencies. Prior to the end of the one-year purchase price allocation period, if needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the information becomes available which would indicate it is probable that such events had occurred as of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to acquisition date and the amounts can be reasonably estimated, such items will be included in the final purchase file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term price allocation and may result in an adjustment to the carrying value of assets and liabilities acquired or goodwill. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp The Company did not recognize any in-process research and development assets as part of the acquisition. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such The following table summarizes the allocation of the purchase price to the estimated fair value of the assets only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) acquired and liabilities assumed as of December 31, 2015. During the three months ended December 31, 2015, the pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Company reduced the amount of acquired goodwill recognized by $1.2 million from the amount reported at and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other September 30, 2015 due to an increase in the estimated fair value associated with inventories. reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Accelerated filer (cid:30) Title of Each Class Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-18 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 3. Acquisitions (Continued) December 31, 2015 Assets Acquired Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-amortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquired goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.8 13.7 27.5 2.3 3.6 68.9 1.3 25.6 25.5 Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.2 Liabilities Assumed Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other noncurrent obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0 5.6 24.1 9.1 3.1 49.9 Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $123.3 The Company estimated the fair value of the assets and liabilities acquired in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (‘‘ASC Topic 820’’). The fair value of amortizable and non-amortizable intangible assets was estimated by applying a royalty rate to projected revenue, net of tax impacts and adjusted for present value considerations. The Company estimated the fair value of acquired property, plant and equipment using a combination of cost and market approaches. In general, the fair value of other acquired assets and liabilities was estimated using the cost basis of FiberMark. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets acquired was recorded as acquired goodwill. The factors contributing to the amount of goodwill recognized are based on several strategic and synergistic benefits that are expected to be realized from the acquisition of FiberMark. These benefits include entry into profitable new markets for premium packaging, performance materials and specialty papers with new capabilities and recognized brands, synergies from combining the business with Neenah’s existing infrastructure, and the opportunity to accelerate sales growth in areas like premium packaging. None of the goodwill recognized as part of the FiberMark acquisition will be deductible for income tax purposes. However, the Company did acquire all of the tax attributes associated with the FiberMark assets and liabilities, including an insignificant amount of tax deductible goodwill. Approximately $18.9 million, $6.2 million and $0.4 million of the goodwill acquired in the FiberMark acquisition is allocated to the Technical Products, Fine Paper and Packaging and Other segments, respectively. For the year ended December 31, 2015, approximately 30 percent, 40 percent and 30 percent of the results of FiberMark are reported in the Technical Products, Fine Paper and Packaging, and Other segments, respectively. For the year ended December 31, 2015, the Company incurred $5.3 million of acquisition and integration costs. For the year ended December 31, 2015, net sales and income from operations before income taxes for the acquired businesses were $58.1 million and $1.5 million (excluding the acquisition related costs described above), respectively. F-19 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, Note 3. Acquisitions (Continued) 2012 2011 2010 2011 2012 $657.7 $696.0 $808.8 December 31, Consolidated Consolidated $413.6 244.1 $543.4 265.4 $416.2 279.8 EXCHANGE ACT OF 1934 Net sales United States Europe The following selected unaudited pro forma consolidated statements of operations data for the years ended December 31, 2015 and 2014 was prepared as though the FiberMark acquisition had occurred on January 1, 2014. (Mark One) The information does not reflect future events that may occur after December 31, 2015 or any operating (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES efficiencies or inefficiencies that may result from the FiberMark acquisition. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that the Company will experience going forward. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2014 $308.9 $1,003.8 0.1 95.6 Commission file number 001-32240 297.7 72.8 NEENAH PAPER, INC. 0.7 73.5 (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Basic business segment. $ $322.5 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288.0 Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $610.7 Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-1308307 (I.R.S. Employer Identification No.) Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 2015 $286.4 $984.0 0.3 103.7 278.4 61.7 $565.1 (9.4) 52.3 Earnings (Loss) Per Common Share For the transition period from Securities registered pursuant to Section 12(b) of the Act: Registrant’s telephone number, including area code: (678) 566-6500 $ Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Diluted technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain $ 4.31 specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.60 Name of Each Exchange on Which Registered (0.55) Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None New York Stock Exchange 2010 Year Ended December 31, 30005 (Zip Code) $ 3.65 (0.56) Raw Materials Title of Each Class 4.27 0.04 4.34 0.04 $ 3.09 $ 3.05 $606.7 4.38 to $ Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Acquisition of Crane Technical Materials Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by On July 1, 2014, the Company purchased all of the outstanding equity of the Crane Technical Materials business Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our for approximately $72 million. The acquired business provides performance-oriented wet laid nonwoven media for Act. Yes (cid:30) No (cid:31) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of filtration end markets as well as environmental, energy and industrial uses. The results of this business are Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to reported in the Technical Products segment from the date of acquisition. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805. The Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp allocation of the purchase price is based on estimates of the fair value of assets acquired and liabilities assumed as every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such of July 1, 2014. The Company did not identify any material unrecorded pre-acquisition contingencies. The only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Company did not acquire any in-process research and development assets as part of the acquisition. pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) assets acquired was recorded as acquired goodwill. The factors contributing to the amount of goodwill recognized significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a are based on several long-term strategic benefits that are expected to be realized from the acquisition of the cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in technical materials business. These benefits include entry into growing and profitable global markets for water all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): filtration, environmental/emissions control, and energy management with defensible technologies and brands, and percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) the opportunity to accelerate sales growth through synergies with the Company’s existing European-based filtration that the loss of a single supplier would not cause a shutdown of our manufacturing operations. business. In addition, the acquisition of brands and complementary offerings facilitates the Company’s expansion into non-woven product lines containing fiberglass, polymer fibers and carbon fibers. Substantially all of the We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) acquired goodwill will be deductible for income tax purposes and is entirely allocated to the Technical Products increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing segment. ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-20 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 3. Acquisitions (Continued) For the year ended December 31, 2014, the Company incurred $1.0 million of acquisition-related integration costs. In addition, the Company incurred approximately $1.1 in capital costs for IT systems and infrastructure projects. For the year ended December 31, 2014, net sales and income from operations before income taxes for the acquired technical materials business were $24.1 million and $3.1 million (excluding the acquisition related integration costs described above), respectively. The following selected unaudited pro forma consolidated statements of operations data for the years ended December 31, 2014 and 2013 was prepared as though the acquisition of the technical materials business had occurred on January 1, 2013. The information does not reflect future events that may occur after December 31, 2014 or any operating efficiencies or inefficiencies that may result from the acquisition of the technical materials business. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that the Company will experience going forward. Year Ended December 31, 2014 2013 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $862.3 89.2 69.6 0.7 70.3 $826.5 83.2 48.9 3.5 52.4 Earnings Per Common Share Basic Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.15 0.04 $ 2.99 0.21 $ 4.19 $ 3.20 Diluted Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.08 0.04 $ 2.93 0.21 $ 4.12 $ 3.14 Acquisition of Southworth On January 31, 2013, the Company purchased certain premium paper brands and other assets from Southworth. The Company paid $7.0 million for (i) certain premium fine paper brands including Southworth, (ii) approximately one month of finished goods inventory valued at $1.8 million and (iii) certain converting equipment used for retail grades. The results of the Southworth brands are reported in the Fine Paper and Packaging segment from the date of acquisition. For the year ended December 31, 2013, the Company incurred $0.4 million in acquisition-related integration costs. F-21 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K The following table presents the carrying value of goodwill by business segment at December 31, 2015, 2014 and 2013 and changes in the carrying value of goodwill for the years ended December 31, 2015 and 2014. $413.6 (Mark One) 244.1 Net sales United States Europe Note 4. Goodwill and Other Intangible Assets (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Year Ended December 31, $543.4 265.4 $416.2 279.8 Technical Products 2012 2011 2010 Consolidated EXCHANGE ACT OF 1934 Accumulated Impairment Losses $808.8 Fine Paper and Packaging $696.0 Other $657.7 Net $(57.0) Gross Amount Gross For the fiscal year ended December 31, 2014 Amount OR $ — $41.9 $ 98.9 2010 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES materials business . . . . . . . . . . . . . . . . . . . . . . . . 13.5 (4.9) Foreign currency translation . . . . . . . . . . . . . . . . . . Balance at December 31, 2013 . . . . . . . . . . . . . . . . Goodwill acquired in acquisition of the technical Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Balance at December 31, 2014 (1) . . . . . . . . . . . . . . Goodwill acquired in the Fibermark Acquisition . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) $72.2 $110.7 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by (1) As of December 31, 2014, $1.0 million of goodwill allocated to the Lahnstein Mill was classified as Assets business segment. Balance at December 31, 2015 . . . . . . . . . . . . . . . . 20-1308307 (I.R.S. Employer Identification No.) — $322.5 — 0.2 — 288.0 6.2 $610.7 — — 6.7 to (50.3) — 5.2 For the transition period from $286.4 0.3 278.4 $308.9 0.1 297.7 100.8 18.9 (9.0) 50.5 25.5 (3.8) 50.5 18.9 (3.8) Consolidated 13.5 (11.6) 13.5 (4.9) Gross Amount — 0.4 — December 31, $(45.1) $606.7 $565.1 $41.9 $65.6 — — $ — 2012 $0.4 $6.2 Held for Sale on the Consolidated Balance Sheet. 2011 Net Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 30005 (Zip Code) Raw Materials Impairment Registrant’s telephone number, including area code: (678) 566-6500 Title of Each Class Act. Yes (cid:30) No (cid:31) New York Stock Exchange Other Intangible Assets Name of Each Exchange on Which Registered Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the As of December 31, 2015 and 2014, there was no impairment in the carrying value of goodwill. Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. As of December 31, 2015, the Company had net identifiable intangible assets of $79.1 million. All such intangible assets were acquired in the acquisitions of Neenah Germany, Fox River, FiberMark and the technical materials Securities registered pursuant to Section 12(g) of the Act: None business; and the acquisition of the Wausau and Southworth brands. The following table details amounts related Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) to those assets. certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our December 31, 2014 (1) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Accumulated Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Amortization an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Amortizable intangible assets Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Customer based intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8.1) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur (1.3) Trade names and trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative Acquired technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.0) files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Total amortizable intangible assets (10.4) . . . . . . . . . . . . . . . . . . . . . . . . . . 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 Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(10.4) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): (1) As of December 31, 2014, $2.3 million of intangible assets allocated to the Lahnstein Mill were classified as percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Assets Held for Sale on the Consolidated Balance Sheet. $ (9.2) (1.8) (1.4) $35.5 4.4 16.0 $22.7 1.5 7.5 Accumulated Amortization Accelerated filer (cid:30) December 31, 2015 Gross Amount Gross Amount 31.7 35.3 55.9 35.6 $(12.4) (12.4) $67.0 $91.5 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-22 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 4. Goodwill and Other Intangible Assets (Continued) The following table presents intangible assets acquired in conjunction with the FiberMark acquisition: Intangibles Estimated Useful Lives (Years) Intangible assets — definite lived Trade names and trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer based intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquired technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-amortizable trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.3 14.1 8.7 25.1 1.8 Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26.9 15 15 13 As of December 31, 2015, $49.8 million, $28.3 million and $1.0 million of such intangible assets are reported within the Technical Products, Fine Paper and Packaging and Other segments, respectively. See Note 13, ‘‘Business Segment and Geographic Information.’’ Aggregate amortization expense of acquired intangible assets for the years ended December 31, 2015, 2014 and 2013 was $2.9 million, $2.3 million and $1.9 million, respectively and was reported in Cost of Products Sold on the Consolidated Statement of Operations. Estimated amortization expense for the years ended December 31, 2016, 2017, 2018, 2019 and 2020 is $3.9 million, $3.6 million, $3.6 million, $3.6 million and $3.6 million, respectively. Note 5. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Income tax expense represented 32.7 percent, 9.9 percent and 32.3 percent of income from continuing operations before income taxes for the years ended December 31, 2015, 2014 and 2013, respectively. The following table presents the principal reasons for the difference between the Company’s effective income tax rate and the U.S. federal statutory income tax rate: Year Ended December 31, 2015 2015 2014 2014 2013 2013 U.S. federal statutory income tax rate . . . . . . . . . . . . . . . . . . . . U.S. state income taxes, net of federal income tax benefit . . . . . . Tax on foreign dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax rate differences (a) . . . . . . . . . . . . . . . . . . . . . . . . . Foreign financing structure (b) . . . . . . . . . . . . . . . . . . . . . . . . . Research and development and other tax credits (c)(d) . . . . . . . Domestic production activities deduction . . . . . . . . . . . . . . . . . . Uncertain income tax positions . . . . . . . . . . . . . . . . . . . . . . . . . Other differences — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.0% $ 26.4 1.6 2.1% 3.0% 2.3 (2.8)% (2.1) (2.5)% (1.9) (31.9)% (24.1) 35.0% $31.5 2.1% 1.9 3.6% 3.2 (2.2)% (2.0) (1.3)% (1.2) (3.9)% (3.5) (2.2)% (2.0) — 1.3% 1.2 0.3% 0.3 6.5% 0.5% 35.0% $25.1 2.4% 1.7 2.8% 2.0 (2.4)% (1.7) (3.3)% (2.4) (3.1)% (2.2) — 1.3% 0.9 (0.4)% (0.3) — — 4.9 0.4 Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.7% $29.4 9.9% $ 7.5 32.3% $23.1 (a) Represents the impact on the Company’s effective tax rate due to changes in the mix of earnings among taxing jurisdictions with differing statutory rates. (b) Represents the impact on the Company’s effective tax rate of the Company’s financing strategies. (c) For 2015, the Company recognized a $1.4 million benefit related to research and development (‘‘R&D’’) tax credits of FiberMark for the period 2012 through July 2015. For 2014, following an extensive study of the Company’s R&D activities for the years 2005 through 2013 and a change in methodology, the Company recognized a $21.9 million net benefit related to R&D tax credits. (d) In 2015, this benefit is shown net of a valuation allowance of $2.9 million. F-23 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K The Company’s effective income tax rate can be affected by many factors, including but not limited to, changes in the mix of earnings in taxing jurisdictions with differing statutory rates, the availability of R&D and other tax $413.6 (Mark One) credits, changes in corporate structure as a result of business acquisitions and dispositions, changes in the 244.1 valuation of deferred tax assets and liabilities, the results of audit examinations of previously filed tax returns and $657.7 changes in tax laws. (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe EXCHANGE ACT OF 1934 Note 5. Income Taxes (Continued) Year Ended December 31, $543.4 265.4 $416.2 279.8 Consolidated $808.8 $696.0 2012 2011 2010 The following table presents the U.S. and foreign components of income from continuing operations before income taxes: For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Year Ended December 31, Total Assets EXCHANGE ACT OF 1934 United States For the transition period from Canada Income from continuing operations before income taxes: Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Total $71.6 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-1308307 (I.R.S. Employer Identification No.) The following table presents the components of the provision (benefit) for income taxes: $308.9 2013 0.1 297.7 $322.5 0.2 288.0 $286.4 0.3 278.4 Consolidated $46.5 29.0 $48.0 23.6 $62.2 27.7 December 31, $565.1 $610.7 $606.7 $89.9 $75.5 2015 2014 2012 2011 2010 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Raw Materials Provision (benefit) for income taxes: Year Ended December 31, 30005 (Zip Code) 2015 2014 2013 Registrant’s telephone number, including area code: (678) 566-6500 3.9 19.1 Title of Each Class Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) $ 0.5 — 3.4 Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights $12.7 1.3 New York Stock Exchange 5.1 Total current tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Current: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex $ (0.5) from various suppliers. The technical products business purchases substantially all of its raw material requirements 0.3 externally. We believe that all of the raw materials for our technical products operations, except for certain 5.8 specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a 5.6 single supplier would not cause a shutdown of our manufacturing operations. Deferred: Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9 7.7 18.4 certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by (5.9) 2.3 State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our 2.6 0.3 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.9) needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Total deferred tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.5 an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term $23.1 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this The Company has elected to treat its Canadian operations as a branch for U.S. income tax purposes. Therefore, grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such the amount of income (loss) before income taxes from Canadian operations are included in the Company’s only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) consolidated U.S. income tax returns and such amounts are subject to U.S. income taxes. pulp or latex grades would have a material effect on our operations. 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accelerated filer (cid:30) $29.4 $ 7.5 10.3 3.6 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-24 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 5. Income Taxes (Continued) The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The components of deferred tax assets and liabilities are as follows: December 31, 2015 2014 Net deferred income tax assets Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating losses and credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accelerated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27.8 20.9 10.7 2.9 1.3 (34.8) (10.2) 1.4 $ 21.7 26.1 12.9 2.5 0.9 (18.6) — 0.2 Net deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20.0 $ 45.7 Net deferred income tax liabilities Accelerated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.8 3.5 (3.9) (0.5) (0.1) — $ 16.0 3.5 (8.1) (1.1) (0.2) (0.2) Net deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11.8 $ 9.9 The net deferred tax assets relate to U.S. federal and state jurisdictions and the net deferred tax liabilities relate to operations of Germany and the U.K. As of December 31, 2015, we had $78.1 million of state NOLs which may be used to offset state taxable income. Our financial statements reflect a related deferred tax asset of approximately 2.5 million, net of uncertain tax positions and valuation allowance. If not used, substantially all of the NOLs will expire in various amounts between 2016 and 2035. As of December 31, 2015, the Company had $30.2 million of U.S. federal and state R&D credits which, if not used, will expire between 2027 and 2035 for the U.S. federal R&D credits and between 2017 and 2030 for the state R&D credits. The Company also has pre-acquisition and recognized built-in loss carryovers of $11.0 million. In addition, the Company has $3.5 million of Alternative Minimum Tax Credit carryovers, which can be carried forward indefinitely. As of December 31, 2015, the Company had a valuation allowance of $2.9 million against its state R&D credits and $0.1 million against its state NOLs, which are shown net in the above table. As of December 31, 2014, the Company had no valuation allowances. In determining the need for a valuation allowance, the Company considers many factors, including specific taxing jurisdictions, sources of taxable income, income tax strategies and forecasted earnings for the entities in each jurisdiction. A valuation allowance is recognized if, based on the weight of available evidence, the Company concludes that it is more likely than not that some portion or all of the deferred income tax asset will not be realized. As of December 31, 2015 and 2014, the Company had no undistributed earnings of foreign subsidiaries. F-25 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, Note 5. Income Taxes (Continued) The following is a tabular reconciliation of the total amounts of uncertain tax positions as of and for the years ended December 31, 2015, 2014 and 2013: (Mark One) 2012 2011 2010 Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Consolidated EXCHANGE ACT OF 1934 $543.4 265.4 $808.8 $416.2 279.8 $413.6 244.1 For the Years Ended $657.7 $696.0 December 31, 2015 2014 2013 to 2012 2010 (0.1) $ 7.0 $ 4.3 $12.9 $606.7 $565.1 $610.7 Title of Each Class Consolidated 30005 (Zip Code) $322.5 0.2 288.0 $308.9 0.1 297.7 Balance at January 1, For the transition period from 20-1308307 (I.R.S. Employer Identification No.) For the fiscal year ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.8 OR Increases in prior period tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES (0.8) Decreases in prior period tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3 Increases in current period tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.3) Decreases due to settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 Increase (decrease) from foreign exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets EXCHANGE ACT OF 1934 United States Canada Europe December 31, $ 7.0 $ 4.3 2011 0.5 — — (2.2) 5.3 5.5 $286.4 — (0.2) 0.3 (0.2) 278.4 Balance at December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) In conjunction with the FiberMark Acquisition, the Company identified various uncertain tax positions totaling Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities $4.7 million. Such amount was reflected in the purchase price allocation as $3.7 million of goodwill and and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business $1.0 million of other current assets. The remaining $1.3 million of 2015 increases in uncertain tax positions related Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by to R&D Tax Credits for which the tax benefit and the effects of the uncertain tax position were recognized in the business segment. 2015 tax provision. Raw Materials Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities If recognized, $11.4 million of the benefit for uncertain tax positions at December 31, 2015 would favorably affect Registrant’s telephone number, including area code: (678) 566-6500 the Company’s effective tax rate in future periods. The Company does not expect that the expiration of the statute Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our of limitations or the settlement of audits in the next 12 months will result in liabilities for uncertain income tax Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex positions that are materially different than the amounts that were accrued as of December 31, 2015. from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. The Company is no longer subject to U.S. federal examination for years before 2008 and state and local examinations for years before 2007 and non-U.S. income tax examinations for years before 2012. Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by The Company recognizes accrued interest and penalties related to uncertain income tax positions in the Provision Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) for income taxes on the consolidated statements of operations. As of December 31, 2015 and 2014, the Company needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the had $0.4 million and less than $0.1 million, respectively, accrued for interest and penalties related to uncertain an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to income tax positions. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. Note 6. Debt every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Long-term debt consisted of the following: files). Yes (cid:31) No (cid:30) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, December 31, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by 2014 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, 2021 Senior Notes (5.25% fixed rate) due May 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $175.0 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that Global Revolving Credit Facilities (variable rates) due December 2019 . . . . . . . . . . . . . . . . . . . 48.7 smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Second German Loan Agreement (2.45% fixed rate) due in 32 equal quarterly installments percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) ending September 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6 that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.1) Name of Each Exchange on Which Registered New York Stock Exchange Accelerated filer (cid:30) $175.0 51.1 8.3 (5.0) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) 2015 We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Total Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228.2 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the Less: Debt payable within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4 The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $226.8 fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. 229.4 1.2 $228.2 Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-26 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 6. Debt (Continued) Unsecured Senior Notes 2021 Senior Notes In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the ‘‘2021 Senior Notes’’) at a face amount of $175 million. The 2021 Senior Notes bear interest at a rate of 5.25%, payable in arrears on May 15 and November 15 of each year, commencing on November 15, 2013, and mature on May 15, 2021. Proceeds from this offering were used to redeem the remaining $70 million outstanding principal amount of ten-year 7.375% senior unsecured notes, originally issued on November 30, 2004, to repay approximately $56 million in outstanding revolving credit agreement borrowings and for general corporate purposes. The 2021 Senior Notes are fully and unconditionally guaranteed by substantially all of the Company’s domestic subsidiaries (the ‘‘Guarantors’’). The 2021 Senior Notes were sold in a private placement transaction, have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements. The 2021 Senior Notes rank equally in right of payment with all the Company’s existing and future senior unsecured indebtedness. The guarantees of the 2021 Senior Notes are senior unsecured obligations of the Guarantors and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Guarantors. The 2021 Senior Notes and the guarantees of the 2021 Senior Notes are effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness (to the extent of the value of the collateral) and are structurally subordinated to all indebtedness and other obligations of the Company’s subsidiaries that do not guarantee the 2021 Senior Notes, including the trade creditors of such non-guarantor subsidiaries. The 2021 Senior Notes contain terms, covenants and events of default with which the Company must comply, which the Company believes are ordinary and standard for notes of this nature. Among other things, the 2021 Senior Notes contain covenants restricting our ability to incur certain additional debt, make specified restricted payments, pay dividends, authorize or issue capital stock, enter into transactions with our affiliates, consolidate or merge with or acquire another business, sell certain of our assets or liquidate, dissolve or wind-up the Company. As of December 31, 2015, the Company was in compliance with all terms of the indenture for the 2021 Senior Notes. Amended and Restated Secured Revolving Credit Facility In December 2014, the Company amended and restated its existing credit facility by entering into the Third Amended and Restated Credit Agreement (the ‘‘Third Amended Credit Agreement’’) by and among the Company and certain of its domestic subsidiaries as the ‘‘Domestic Borrowers’’, Neenah Services GmbH & Co. KG (‘‘Neenah Services’’) and certain of its German subsidiaries as the ‘‘German Borrowers’’, certain other subsidiaries as the ‘‘German Guarantors’’, the financial institutions signatory to the Third Amended Credit Agreement as lenders (the ‘‘Lenders’’), and JPMorgan Chase Bank, N.A., as agent for the Lenders (the ‘‘Administrative Agent’’). The Third Amended Credit Agreement, among other things: (1) increased the maximum principal amount of the existing credit facility for the Domestic Borrowers to $125 million (the ‘‘U.S. Revolving Credit Facility’’); (2) established a secured, multicurrency, revolving credit facility for the German Borrowers in the maximum principal amount of $75 million (the ‘‘German Revolving Credit Facility,’’ and together with the U.S. Revolving Credit Facility, the ‘‘Global Revolving Credit Facilities’’); (3) caused the Company and the other Domestic Borrowers to guarantee, among other things, the obligations of the German Borrowers arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit Facilities to mature on December 18, 2019; and (5) provides for an accordion feature permitting one or more increases in the Global Revolving Credit Facilities in an aggregate principal amount not exceeding $50 million, such that the aggregate commitments under the Global Revolving Credit Facilities do not exceed $250 million. In addition, the Domestic Borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount not to exceed $20 million outstanding at any time, and the German Borrowers may request letters of credit under the German Revolving Credit Facility in an aggregate face amount not to exceed $2 million outstanding at any time. F-27 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, Note 6. Debt (Continued) Proceeds of borrowings under the Global Revolving Credit Facilities may be used to finance working capital needs, permitted acquisitions, permitted investments (including certain intercompany loans), certain dividends, (Mark One) distributions and other restricted payments, and for other general corporate purposes. (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net sales United States Europe $416.2 279.8 $543.4 265.4 $413.6 244.1 2012 2011 2010 to 2010 2011 2012 $606.7 $610.7 $696.0 $808.8 December 31, Consolidated Consolidated For the transition period from EXCHANGE ACT OF 1934 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe $657.7 The consolidated statements of cash flows present borrowings and repayments under the Global Revolving Credit Facilities and the predecessor revolving bank credit facility using a gross approach. This approach presents not For the fiscal year ended December 31, 2014 only discrete borrowings for transactions such as a business acquisition, but also reflects all borrowings and OR repayments that occur as part of daily management of cash receipts and disbursements. For the year ended (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES December 31, 2015, $38.0 million was borrowed in conjunction with the FiberMark Acquisition and the remaining $113.6 million included borrowings for daily cash management. For the year ended December 31, 2014, all of the $286.4 $308.9 borrowings related to daily cash management. For the year ended December 31, 2013, $175.0 million was 0.1 0.3 borrowed under the 2021 Senior Notes, $11.9 million was borrowed under the Second German Loan Agreement Commission file number 001-32240 297.7 278.4 (discussed below), $7.0 million was borrowed under the revolving bank credit facility for the Southworth $565.1 NEENAH PAPER, INC. acquisition and the remaining $24.9 million borrowed under the revolving bank credit facility related to daily cash management activities. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities The right of the Domestic Borrowers to borrow and obtain letters of credit under the U.S. Revolving Credit and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Facility is subject to, among other things, the borrowing base of the Domestic Borrowers on a consolidated basis Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by (the ‘‘Domestic Borrowing Base’’). The right of the German Borrowers to borrow and obtain letters of credit business segment. under the German Revolving Credit Facility is similarly subject to a borrowing base requirement (the ‘‘German Borrowing Base’’). The German Borrowing Base is initially determined on a combined basis for all German Borrowers. Under certain circumstances (including the occurrence of an event of default resulting from an act or Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our omission of any German Borrower or German Guarantor), the Administrative Agent may require the German Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Borrowing Base to be determined separately for each of the German Borrowers. At its option the Company may, from various suppliers. The technical products business purchases substantially all of its raw material requirements from time to time, allocate a portion of the Domestic Borrowing Base to the German Borrowing Base (resulting externally. We believe that all of the raw materials for our technical products operations, except for certain in a corresponding reduction of the Domestic Borrowing Base); however, the principal amount of borrowings and specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a the outstanding letter of credit exposure under the German Revolving Credit Facility may not at any time exceed Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. the German Revolving Credit Facility commitment amount then in effect. Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Common Stock — $0.01 Par Value Preferred Stock Purchase Rights 20-1308307 (I.R.S. Employer Identification No.) Name of Each Exchange on Which Registered New York Stock Exchange $322.5 0.2 288.0 30005 (Zip Code) Raw Materials Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) The guarantees of the German Guarantors are limited solely to the German Revolving Credit Facility obligations. certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Under the terms of the Third Amended Credit Agreement and related loan documentation, neither the German formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) Borrowers nor the German Guarantors (collectively, the ‘‘German Loan Parties’’) will be liable for any obligations needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the relating to the U.S. Revolving Credit Facility. The Global Revolving Credit Facilities are secured by liens on all or an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to substantially all of the assets of the Domestic Borrowers. The German Revolving Credit Facility is secured by liens file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term on all or substantially all of the assets of the German Borrowers and certain assets of the German Guarantors. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Any liens granted by the German Loan Parties secure only the German Revolving Credit Facility obligations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Terms, Covenants and Events of Default. In general, borrowings under the Global Revolving Credit Facilities will only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) bear interest at LIBOR (which cannot be less than zero percent) plus an applicable margin ranging from 1.50% to pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, 2.00%, depending on the amount of availability under the Third Amended Credit Agreement. In addition, the and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other Company may elect an Alternate Borrowing Rate (‘‘ABR’’) for borrowings under the Global Revolving Credit reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Facilities. ABR borrowings under the Global Revolving Credit Facilities will bear interest at the highest interest Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in rate shown in the following table: all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) German Revolving U.S. Revolving that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Credit Facility Credit Facility Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Title of Each Class Applicable Margin We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) 0.00%-0.50% Not applicable increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing 0.00%-0.50% Not applicable ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton 0.00%-0.50% Not applicable fiber supply issues to have a material effect on our operations. 1.50%-2.00% Prime rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal funds rate +0.50% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . stock price on the New York Stock Exchange) on such date was approximately $880,000,000. Monthly LIBOR (which cannot be less than zero percent) +1.00% . . . . . . . . . . As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Overnight LIBOR (which cannot be less than zero percent) . . . . . . . . . . . . . . . Not applicable Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-28 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 6. Debt (Continued) The Company is also required to pay a monthly commitment fee on the unused amounts available under the Global Revolving Credit Facilities at a per annum rate of 0.25%. If aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $20 million and (ii) 10% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company is required to comply with a fixed charge coverage ratio (as defined in the Third Amended Credit Agreement) of not less than 1.1 to 1.0 for the preceding four-quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer be necessary once (x) aggregate availability under the Global Revolving Credit Facilities exceeds the greater of (i) 17.5% of the aggregate commitment for the Global Revolving Credit Facilities and (ii) $35 million for 60 consecutive days and (y) no default or event of default has occurred and is continuing during such 60-day period. As of December 31, 2015, aggregate availability under the Global Revolving Credit Facilities exceeded the minimum required amount, and the Company is not required to comply with such fixed charge coverage ratio. The Third Amended Credit Agreement contains covenants, which the Company believes are ordinary and standard for agreements of this nature, with which the Company and its subsidiaries must comply during the term of the agreement. Among other things, such covenants restrict the ability of the Company and its subsidiaries to incur certain debt, incur or create certain liens, make specified restricted payments, authorize or issue capital stock, enter into transactions with their affiliates, consolidate, merge with or acquire another business, sell certain of their assets, or dissolve or wind up. In addition, if the aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $25 million and (ii) 12.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company will be subject to increased reporting obligations and controls until such time as availability is more than the greater of (a) $35 million and (b) 17.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect. Subject to certain conditions (including the absence of a default or event of default under the Third Amended Credit Agreement), the Third Amended Credit Agreement permits the Company the make up to $10 million in cash repurchases of its outstanding common stock during each fiscal year, beginning in 2015, and to pay up to $25 million in cash dividends to its stockholders during any period of 12 consecutive months; however, such stock repurchases can be made, and such cash dividends can be paid, on an unlimited basis if pro forma aggregate availability under the Global Revolving Credit Facilities is greater than or equal to the greater of (i) $25 million and (ii) 12.5% of the aggregate commitment under the Global Revolving Credit Facilities, at all times during the 60-day period ending on the date of such repurchase or dividend payment. The Third Amended Credit Agreement also contains events of default customary for financings of this type, including failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and certain other terms of the Third Amended Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency, various ERISA and foreign pension violations, the incurrence of material judgments and changes in control. Availability under the Global Revolving Credit Facilities varies over time depending on the value of the Company’s inventory, receivables and various capital assets. As of December 31, 2015, the Company had $51.1 million of borrowings and $2.8 million in letters of credit outstanding under the Global Revolving Credit Facilities and $122.9 million of available credit (based on exchanges rates at December 31, 2015). As of December 31, 2015 and 2014, the weighted-average interest rate on outstanding Revolver borrowings was 1.8 percent per annum. The Company’s ability to pay cash dividends on its common stock is limited under the terms of both the Third Amended Credit Agreement and the 2021 Senior Notes. As of December 31, 2015, the Company’s ability to pay cash dividends on its common stock under the most restrictive terms of its debt agreements was limited to a total of $25 million in a 12-month period. However, the Company can pay dividends in excess of $25 million in a 12-month period by utilizing ‘‘restricted payment baskets’’ as defined in the indenture for the 2021 Senior Notes and the Third Amended Credit Agreement. F-29 2011 2012 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Year Ended December 31, Note 6. Debt (Continued) Consolidated $543.4 265.4 $413.6 244.1 $416.2 279.8 EXCHANGE ACT OF 1934 Net sales United States Europe Other Debt (Mark One) In January 2013, Neenah Germany entered into a project financing agreement for the construction of a melt blown machine (the ‘‘Second German Loan Agreement’’). The agreement provides for A9.0 million of construction (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES $657.7 financing which is secured by the melt blown machine. The loan matures in September 2022 and principal is repaid in equal quarterly installments beginning in December 2014. The interest rate on amounts outstanding is 2.45% based on actual days elapsed in a 360-day year and is payable quarterly. At December 31, 2015, A7.6 million ($8.3 million, based on exchange rates at December 31, 2015) was outstanding under the Second 2011 German Loan Agreement. Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Commission file number 001-32240 NEENAH PAPER, INC. 2018 (Exact name of registrant as specified in its charter) $1.2 $234.4 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. The following table presents the Company’s required debt payments: $52.3 20-1308307 (I.R.S. Employer Identification No.) Debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 7. Pension and Other Postretirement Benefits For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 Principal Payments $565.1 Thereafter Consolidated $610.7 2020 December 31, $177.2 $808.8 $696.0 $606.7 $1.3 $1.2 $1.2 Total 2012 2010 2010 2016 2017 2019 to Pension Plans Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Raw Materials Except as described below for FiberMark, substantially all active employees of the Company’s U.S. operations participate in defined benefit pension plans and/or defined contribution retirement plans. Neenah Germany has Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our defined benefit plans designed to provide a monthly pension upon retirement for substantially all its employees in Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Germany. In addition, the Company maintains a SERP which is a non-qualified defined benefit plan. The Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements Company provides benefits under the SERP to the extent necessary to fulfill the intent of its defined benefit externally. We believe that all of the raw materials for our technical products operations, except for certain retirement plans without regard to the limitations set by the Internal Revenue Code on qualified defined benefit specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a plans. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None New York Stock Exchange Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities During 2014, the Company offered a one-time lump sum payout option to all eligible U.S. participants in the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) Neenah Paper Pension Plan with a deferred vested pension benefit (the participant had a vested pension benefit certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the but was no longer an employee of the Company). For the year ended December 31, 2014, approximately 425 formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) individuals elected to receive their pension benefit as a lump-sum payment and the Company paid a total of needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the $14.0 million in lump-sum payments. For the years ended December 31, 2014 and 2013, benefit payments under an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to certain post-retirement benefit plans exceeded the sum of expected service cost and interest costs for these plans file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term for the respective calendar years. In accordance with ASC Topic 715, Compensation — Retirement Benefits (‘‘ASC Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Topic 715’’), for the years ended December 31, 2014 and 2013, the Company measured the liabilities of the every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur post-retirement benefit plans and recognized settlement losses of $3.5 million and $0.2 million, respectively. chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) The Company’s funding policy for its U.S. qualified defined benefit plan and its U.K. defined benefit plan is to pulp or latex grades would have a material effect on our operations. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, contribute assets to fully fund the projected benefit obligation. Subject to regulatory and tax deductibility limits, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other any funding shortfall is to be eliminated over a reasonable number of years. Nonqualified plans providing pension reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, benefits in excess of limitations imposed by taxing authorities are not funded. There is no legal or governmental Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in obligation to fund Neenah Germany’s benefit plans and as such the Neenah Germany defined benefit plans are all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): currently unfunded. As of December 31, 2015, Neenah Germany had investments of $2.0 million that were percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) restricted to the payment of certain post-retirement employee benefits. As of December 31, 2015, $0.7 million and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. $1.3 million of such investments are classified as prepaid and other current assets and other assets, respectively, on the consolidated balance sheet. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The Company uses the fair value of pension plan assets to determine pension expense, rather than averaging gains The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. and losses over a period of years. Investment gains or losses represent the difference between the expected return fiber supply issues to have a material effect on our operations. calculated using the fair value of the assets and the actual return based on the fair value of assets. The Company’s pension obligations are measured annually as of December 31. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. F-30 5 30005 (Zip Code) F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 7. Pension and Other Postretirement Benefits (Continued) FiberMark Defined benefit plans FiberMark has a qualified defined benefit plan covering certain U.S. employees. During 2009, FiberMark fully froze this plan so that additional benefits cannot be earned as a result of additional years of service or increases in annual earnings. Plan assets are principally invested in equity, government and corporate debt securities and fixed income mutual funds. FiberMark has a defined benefit plan covering all United Kingdom ‘‘U.K.’’ employees, which is designed to provide a monthly pension upon retirement. This plan was fully frozen during 2011 and plan assets are primarily invested in equity mutual funds. Multi-Employer plan The hourly employees of the Lowville, New York facility are covered by a multi-employer defined benefit plan. The Company’s expense under this plan was less than $0.1 million for the year ended December 31, 2015. The Company contributes to the multi-employer pension plan under a collective bargaining agreement which provides retirement benefits for certain union employees. The risks of participating in a multi-employer plan are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers. In addition, in the event of a plan’s termination or the Company’s withdrawal from the plan, the Company may be liable for a portion of the plan’s unfunded vested benefits. The Company does not anticipate withdrawing from the plan, nor is it aware of any expected plan terminations. The most recent Pension Protection Act zone status available is for the plan’s year-end at December 31, 2014. The zone status in the following table is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. Information for the multi-employer pension plan in which the Company participates is shown in the table below. The ‘‘FIP/RP Status Pending/Implemented’’ column indicates a financial improvement plan (‘‘FIP’’) or a rehabilitation plan (‘‘RP’’) is either pending or has been implemented for the plan. For the year ended December 31, 2014, FiberMark’s contributions to the plan were less than 5% of total plan contributions. Expiration Pension Fund PACE Industry Union Management EIN/Pension Plan Number Pension Zone Status 2014 FIP/RP Status Pending or Implemented Contributions 2015 Surcharge Imposed Date of Collective Bargaining Agreement Pension Fund . . . . . . . . . . . . . . . . . 11-6166763 Red Implemented $0.1 million Yes 11/9/16 Other Postretirement Benefit Plans The Company maintains postretirement health care and life insurance benefit plans for active employees of the Company and former employees of the Canadian pulp operations. The plans are generally noncontributory for employees who were eligible to retire on or before December 31, 1992 and contributory for most employees who became eligible to retire on or after January 1, 1993. The Company does not provide a subsidized benefit to most employees hired after 2003. The Company’s obligations for postretirement benefits other than pensions are measured annually as of December 31. At December 31, 2015, the assumed inflationary health care cost trend rates used to determine obligations at December 31, 2015 and costs for the year ended December 31, 2016 is 7.3 percent gradually decreasing to an ultimate rate of 4.5 percent in 2037. The assumed inflationary health care cost trend rates used to determine obligations at December 31, 2014 and costs for the year ended December 31, 2015 were 7.3 percent gradually decreasing to an ultimate rate of 4.5 percent in 2027. F-31 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 7. Pension and Other Postretirement Benefits (Continued) The following table reconciles the benefit obligations, plan assets, funded status and net liability information of the Company’s pension and other postretirement benefit plans. (Mark One) Year Ended December 31, 2012 2011 2010 Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES $543.4 265.4 $416.2 279.8 $808.8 $696.0 Pension Benefits $413.6 244.1 Postretirement $657.7 Benefits Other than Pensions Consolidated EXCHANGE ACT OF 1934 to 2010 2012 2011 2014 2015 $ 40.7 $ 40.5 $606.7 $565.1 $610.7 $330.2 $360.1 Title of Each Class Consolidated December 31, 2015 Year Ended December 31, $308.9 0.1 297.7 $286.4 0.3 278.4 $322.5 0.2 288.0 For the transition period from Change in Benefit Obligation: 20-1308307 48.3 (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: $330.2 5.5 13.8 (4.0) (18.8) (14.9) $ 40.7 1.7 1.6 (0.5) 1.5 (4.0) — (0.5) Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR 2014 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41.1 1.7 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 Commission file number 001-32240 (0.5) Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NEENAH PAPER, INC. (3.9) Benefit payments from plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities Settlement payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Net transfer in/(out) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . business segment. Change in Plan Assets: $300.9 5.0 14.5 (4.1) 41.6 (13.8) — (14.0) 0.1 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities 30005 $288.3 $261.3 (Zip Code) 28.6 — (6.0) Registrant’s telephone number, including area code: (678) 566-6500 24.5 — 1.0 — — (0.5) Name of Each Exchange on Which Registered — (12.1) (13.6) New York Stock Exchange — — (14.0) — — Raw Materials Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . $ — $ — Actual gain on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our — Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — from various suppliers. The technical products business purchases substantially all of its raw material requirements Benefit payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — externally. We believe that all of the raw materials for our technical products operations, except for certain Settlement payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a — Net transfers in (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . single supplier would not cause a shutdown of our manufacturing operations. Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our 40.7 Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Net liability recognized in statement of financial position . . . . . . . . . . . . . . . $ (51.8) $ (41.9) $(40.5) $(40.7) file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Amounts recognized in statement of financial position consist of: Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.5) $ (1.7) $ (3.8) $ (3.6) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.1) only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (51.8) $ (41.9) $(40.5) $(40.7) pulp or latex grades would have a material effect on our operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) (1) For the year ended December 31, 2015, the Company acquired $48.3 million and $39.1 million of pension significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a liabilities and assets, respectively, in conjunction with the FiberMark Acquisition. cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Act. Yes (cid:31) No (cid:30) Reconciliation of Funded Status Securities registered pursuant to Section 12(g) of the Act: None Act. Yes (cid:30) No (cid:31) Accelerated filer (cid:30) $ — $ — $308.3 360.1 $288.3 330.2 $288.3 $308.3 (36.7) (50.3) (40.2) 39.1 40.5 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-32 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 7. Pension and Other Postretirement Benefits (Continued) Amounts recognized in accumulated other comprehensive income consist of: Pension Benefits Postretirement Benefits Other than Pensions December 31, 2015 2014 2015 2014 Accumulated actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $84.1 1.2 $91.2 1.5 $ 5.8 (0.5) $ 4.7 (0.7) Total recognized in accumulated other comprehensive income . . . . . . . . . . . . . . . $85.3 $92.7 $ 5.3 $ 4.0 Summary disaggregated information about the pension plans follows: Assets Exceed ABO December 31, ABO Exceed Assets Total 2015 2014 2015 2014 2015 2014 Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $280.1 269.1 270.4 $290.4 274.1 288.3 $80.0 79.8 37.9 $39.8 39.6 $360.1 348.9 — 308.3 $330.2 313.7 288.3 Components of Net Periodic Benefit Cost Pension Benefits Postretirement Benefits Other than Pensions Year Ended December 31, 2015 2014 2013 2015 2014 2013 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets (a) . . . . . . . . . . . . . . . . . . . . . . . Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service cost (credit) . . . . . . . . . . . . . . . . . Amount of settlement loss recognized . . . . . . . . . . . . . . . . . . . . Net periodic benefit cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . Amounts related to discontinued operations . . . . . . . . . . . . . . . . $ 5.5 13.8 (19.3) 6.3 0.2 — 6.5 (14.9) $ 5.0 14.5 (16.7) 4.2 0.3 3.5 10.8 1.0 $ 1.7 $ 5.0 12.8 1.6 (17.1) — 0.3 (0.2) — 5.7 0.3 0.2 6.9 1.0 3.4 — $ 1.7 1.9 — 0.4 (0.2) — 3.8 — $ 1.8 1.8 — 0.7 (0.1) — 4.2 — Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8.4) $ 11.8 $ 7.9 $ 3.4 $ 3.8 $ 4.2 (a) The expected return on plan assets is determined by multiplying the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and contributions) by the expected long-term rate of return. F-33 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 7. Pension and Other Postretirement Benefits (Continued) Net sales United States Europe Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Mark One) $413.6 $416.2 Postretirement 244.1 279.8 Benefits (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Other than Pensions $696.0 Year Ended December 31, EXCHANGE ACT OF 1934 Year Ended December 31, $543.4 265.4 Consolidated Pension Benefits $657.7 $808.8 2012 2011 2010 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the fiscal year ended December 31, 2014 OR $ 4.2 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Net periodic benefit expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8.4) $11.8 December 31, $3.4 $3.8 2014 2015 2013 2015 2014 2013 Accumulated actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.1) (0.3) 26.4 (0.3) For the transition period from to Consolidated Total recognized in net periodic benefit cost and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total recognized in other comprehensive income . . . . . . . . . . . . . . . (7.4) Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities The estimated net actuarial loss and prior service cost for the defined benefit pension plans expected to be and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by are $6.6 million and $0.2 million, respectively. The estimated net actuarial loss and prior service (credit) for business segment. postretirement benefits other than pensions expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.3 million and $(0.2) million, respectively. Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) 30005 (Zip Code) $610.7 $ (8.3) $4.7 $(15.8) $37.9 Raw Materials $565.1 $606.7 26.1 $4.0 0.2 $(2.2) $ 7.9 2012 (16.4) 0.2 $322.5 0.2 (16.2) 288.0 2010 2011 1.1 — (5.1) (1.3) 0.2 0.2 $286.4 0.3 1.3 278.4 $308.9 0.1 297.7 (6.4) F o r m 1 0 - K — 2015 2014 2014 2015 Pension Benefits Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31 Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(b) of the Act: 4.54% 3.91% 4.07% 4.05% 2.18% 2.92% — Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Postretirement Benefits from various suppliers. The technical products business purchases substantially all of its raw material requirements Other than externally. We believe that all of the raw materials for our technical products operations, except for certain Pensions specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:31) No (cid:30) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31 Act. Yes (cid:30) No (cid:31) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Postretirement an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Benefits Other than file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) Pensions able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp 2013 grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative 3.91% 4.88% 4.19% 4.05% 4.84% 4.12% pulp or latex grades would have a material effect on our operations. 6.50% 6.50% 7.00% — — — 2.92% 2.96% 2.96% — — — every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . files). Yes (cid:31) No (cid:30) Expected long-term return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Expected Long-Term Rate of Return and Investment Strategies Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in The expected long-term rate of return on pension fund assets held by the Company’s pension trusts was all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): determined based on several factors, including input from pension investment consultants and projected long-term percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) returns of broad equity and bond indices. Also considered were the plans’ historical 10-year and 15-year that the loss of a single supplier would not cause a shutdown of our manufacturing operations. compounded annual returns. It is anticipated that, on average, actively managed U.S. pension plan assets will We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) generate annual long-term rates of return of at least 6.50 percent. The expected long-term rate of return on the increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the assets in the plans was based on an asset allocation assumption of approximately 35 percent with equity managers, The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. with expected long-term rates of return of approximately 8 to10 percent, and 65 percent with fixed income fiber supply issues to have a material effect on our operations. managers, with an expected long-term rate of return of about 4 to 6 percent. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted allocation when considered appropriate. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Year Ended December 31, Accelerated filer (cid:30) Pension Benefits 2014 2015 2014 2013 2015 DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. F-34 5 NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 7. Pension and Other Postretirement Benefits (Continued) Plan Assets Pension plan asset allocations are as follows: Percentage of Plan Assets At December 31, 2015 2014 2013 Asset Category Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and money-market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34% 35% 35% 64% 65% 64% 2% —% 1% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% The Company’s investment objectives for pension plan assets is to ensure, over the long-term life of the pension plans, an adequate pool of assets to support the benefit obligations to participants, retirees, and beneficiaries. Specifically, these objectives include the desire to: (a) invest assets in a manner such that future assets are available to fund liabilities, (b) maintain liquidity sufficient to pay current benefits when due and (c) diversify, over time, among asset classes so assets earn a reasonable return with acceptable risk to capital. The target investment allocation and permissible allocation range for plan assets by category are as follows: Strategic Target Permitted Range Asset Category Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt securities / Fixed Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35% 65% 35-45% 55-65% As of December 31, 2015, no company or group of companies in a single industry represented more than five percent of plan assets. The Company’s investment assumptions are established by an investment committee composed of members of senior management and are validated periodically against actual investment returns. As of December 31, 2015, the Company’s investment assumptions are as follows: (a) the plan should be substantially fully invested in debt and equity securities at all times because substantial cash holdings will reduce long-term rates of return; (b) equity investments will provide greater long-term returns than fixed income investments, although with greater short-term volatility; it is prudent to diversify plan investments across major asset classes; (c) (d) allocating a portion of plan assets to foreign equities will increase portfolio diversification, decrease portfolio risk and provide the potential for long-term returns; (e) investment managers with active mandates can reduce portfolio risk below market risk and potentially add value through security selection strategies, and a portion of plan assets should be allocated to such active mandates; (f) a component of passive, indexed management can benefit the plans through greater diversification and lower cost, and a portion of the plan assets should be allocated to such passive mandates, and (g) it is appropriate to retain more than one investment manager, given the size of the plans, provided that such managers offer asset class or style diversification. For the years ended December 31, 2015, 2014 and 2013, no plan assets were invested in the Company’s securities. F-35 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 7. Pension and Other Postretirement Benefits (Continued) Net sales United States Europe Cash Flows (Mark One) At December 31, 2015, the Company expects to make aggregate contributions to qualified pension trusts and (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES payments of pension benefits for unfunded pension plans in 2016 of approximately $11.3 million (based on exchange rates at December 31, 2015). EXCHANGE ACT OF 1934 Year Ended December 31, $416.2 279.8 $543.4 265.4 Consolidated $413.6 244.1 $808.8 $696.0 $657.7 2012 2011 2010 Future Benefit Payments For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2010 The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: December 31, 2012 2011 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe $322.5 Pension Plans 0.2 288.0 Postretirement Benefits $286.4 Other than Pensions 0.3 278.4 $308.9 0.1 297.7 For the transition period from to $565.1 $610.7 Consolidated 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.8 Commission file number 001-32240 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 $606.7 NEENAH PAPER, INC. 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Years 2021-2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.6 Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Health Care Cost Trends $ 17.5 19.4 19.2 21.9 20.2 20-1308307 (I.R.S. Employer 113.6 Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Assumed health care cost trend rates affect the amounts reported for postretirement health care benefit plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects: Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex One Percentage- Point from various suppliers. The technical products business purchases substantially all of its raw material requirements Decrease externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Effect on total of service and interest cost components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect on post-retirement benefit other than pension obligation . . . . . . . . . . . . . . . . . . . . . . . . Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Raw Materials $ — (0.3) Title of Each Class $ — 0.3 Increase Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Defined Contribution Retirement Plans Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) Company contributions to defined contribution retirement plans are primarily based on the age and compensation needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of of covered employees. Contributions to these plans, all of which were charged to expense, were $2.5 million in Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to 2015 and $1.9 million in 2014 and 2013. In addition, the Company maintains a supplemental retirement file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term contribution plan (the ‘‘SRCP’’) which is a non-qualified, unfunded defined contribution plan. The Company Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp provides benefits under the SRCP to the extent necessary to fulfill the intent of its defined contribution retirement every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur plans without regard to the limitations set by the Internal Revenue Code on qualified defined contribution plans. chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative For the years ended December 31, 2015, 2014 and 2013, the Company recognized expense related to the SRCP of files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. $0.2 million, $0.1 million and $0.3 million, respectively. 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other FiberMark has several qualified defined contribution plans covering certain hourly and salaried employees. The reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, plans permit employee salary deferrals, with the Company match ranging from 0% to 3% of salary, depending on Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that the plan and the level of employee deferral. smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Investment Plans Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. The Company provides voluntary contribution investment plans to substantially all North American employees. We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Under the plans, the Company matches a portion of employee contributions. For the years ended December 31, Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the 2015, 2014 and 2013, costs charged to expense for company matching contributions under these plans were The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton $2.7 million, $1.9 million and $1.8 million, respectively. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. fiber supply issues to have a material effect on our operations. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) Accelerated filer (cid:30) Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-36 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 8. Stock Compensation Plans The Company established the 2004 Omnibus Stock and Incentive Plan (the ‘‘2004 Omnibus Plan’’) in December 2004 and reserved 3,500,000 shares of $0.01 par value common stock (‘‘Common Stock’’) for issuance under the Omnibus Plan. Pursuant to the terms of the 2004 Omnibus Plan, the compensation committee of the Company’s Board of Directors may grant various types of equity-based compensation awards, including incentive and nonqualified stock options, SARs, restricted stock, RSUs, RSUs with performance conditions and performance units, in addition to certain cash-based awards. All grants under the Omnibus Plan will be made at fair market value and no grant may be repriced. In general, the options expire ten years from the date of grant and vest over a three-year service period. At the 2013 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment and restatement of the 2004 Omnibus Plan (as amended and restated the ‘‘2013 Omnibus Plan’’). The amendment and restatement authorized the Company to reserve an additional 1,577,000 shares of Common Stock for future issuance. As of December 31, 2015, the Company had 1,240,000 shares of Common Stock reserved for future issuance under the 2013 Omnibus Plan. As of December 31, 2015, the number of shares available for future issuance was reduced by approximately 10,000 shares for outstanding SARs where the closing market price for the Company’s common stock was greater than the exercise price of the SAR. The Company accounts for stock-based compensation pursuant to the fair value recognition provisions of ASC Topic 718, Compensation — Stock Compensation (‘‘ASC Topic 718’’). Valuation and Expense Information Under ASC Topic 718 Substantially all stock-based compensation expense has been recorded in selling, general and administrative expenses. The following table summarizes stock-based compensation costs and related income tax benefits. Year Ended December 31, 2015 2014 2013 Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit $ 6.5 (2.5) $ 6.0 (2.3) $ 4.9 (1.9) Stock-based compensation, net of income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.0 $ 3.7 $ 3.0 The following table summarizes total compensation costs related to the Company’s equity awards and amounts recognized in the year ended December 31, 2015. Unrecognized compensation cost — December 31, 2014 . . . . . . . . . . . . . . . . . . . . Grant date fair value current year grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in estimate of shares to be forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation expense recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognized compensation cost — December 31, 2015 . . . . . . . . . . . . . . . . . . . . Expected amortization period (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.1 1.4 — (1.7) $ 0.8 1.8 $ 2.2 4.3 (0.1) (4.8) $ 1.6 1.7 Stock Options Performance Shares and RSUs F-37 2010 2011 2012 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 8. Stock Compensation Plans (Continued) Year Ended December 31, Consolidated $416.2 279.8 $413.6 244.1 $543.4 265.4 EXCHANGE ACT OF 1934 Stock Options/SARs Net sales United States (Mark One) In August 2014, the Compensation Committee of the Board of Directors approved the conversion of Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES approximately 545,000 outstanding non-qualified stock options held by U.S. employees and U.S. non-employee $657.7 directors to an equal number of SARs. Upon exercise, the holder of an SAR will receive common shares equal to the number of SARs exercised multiplied by a fraction where the numerator is equal to the market price at the For the fiscal year ended December 31, 2014 time of exercise minus the exercise price of the SAR and the denominator is equal to the market price at the time OR of exercise. The SARs can only be settled for shares of Common Stock and the Company will not receive any cash (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES proceeds upon exercise. All other contractual terms of the SARs are unchanged from those of the converted Total Assets EXCHANGE ACT OF 1934 non-qualified stock options. At the date of conversion the fair value of the SARs was equal to the fair value of United States the stock options exchanged. As a result, the Company did not recognize any additional compensation expense Canada due to the conversion. Europe $308.9 0.1 Commission file number 001-32240 297.7 The following tables present information regarding stock options awarded during the years ended December 31, $606.7 Consolidated NEENAH PAPER, INC. 2015, 2014 and 2013. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. Nonqualified stock options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Per share weighted average exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Per share weighted average grant date fair value . . . . . . . . . . . . . . . . . . . . . . . . . 2015 20-1308307 (I.R.S. Employer 87,930 Identification No.) $ 59.72 $ 16.47 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 95,670 $ 43.17 $ 12.72 For the transition period from 111,150 31.23 9.61 $322.5 0.2 288.0 $286.4 0.3 278.4 30005 (Zip Code) December 31, Raw Materials $808.8 $696.0 $610.7 $565.1 2014 2013 2012 2011 2010 to $ $ 2013 2015 2014 Title of Each Class Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities The weighted-average grant date fair value for stock options granted for the years ended December 31, 2015, 2014 Registrant’s telephone number, including area code: (678) 566-6500 and 2013 was estimated using the Black-Scholes option valuation model with the following assumptions: Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements 5.8 5.9 5.3 externally. We believe that all of the raw materials for our technical products operations, except for certain New York Stock Exchange 1.4% 1.9% 0.9% specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a 34.4% 36.5% 40.4% single supplier would not cause a shutdown of our manufacturing operations. 2.0% 2.2% 1.9% Expected term in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) Expected volatility and the expected term were estimated by reference to the historical stock price performance of certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the the Company and historical data for the Company’s stock option awards, respectively. The risk-free interest rate formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) was based on the yield on U.S. Treasury bonds with a remaining term approximately equal to the expected term of needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the the stock option awards. Forfeitures were estimated at the date of grant. an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term During the year ended December 31, 2012, the Company awarded nonqualified stock options to its President and Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Chief Executive Officer to purchase 125,000 shares of Common Stock (subject to forfeiture due to termination of every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur employment and other conditions). The exercise price of such nonqualified stock option awards was $24.09 per chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) share and the options expire in ten years. As of December 31, 2015, 50 percent of the option award had been pulp or latex grades would have a material effect on our operations. earned. If certain absolute total return to shareholder targets are achieved, 100 percent of the options will vest on 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 December 31, 2016. Any unvested shares as of December 31, 2016 will be forfeited. The grant date fair value of Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) such stock options was $9.55 per share and was estimated using a ‘‘Monte-Carlo’’ simulation valuation model. significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-38 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 8. Stock Compensation Plans (Continued) The following table summarizes stock option activity under the Omnibus Plan for the year ended December 31, 2015: Options outstanding — December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Options forfeited/cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding — December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603,961 87,930 155,217 10,063 526,611 $26.49 $59.72 $26.20 $36.40 $31.94 The status of outstanding and exercisable stock options as of December 31, 2015, summarized by exercise price follows: Number of Stock Options Weighted-Average Exercise Price Exercise Price Options Vested or Expected to Vest Weighted- Average Weighted- Remaining Number of Contractual Exercise Life (Years) Options Price Average Aggregate Intrinsic Number of Exercise Value (a) Options Weighted- Average Aggregate Intrinsic Value (a) Price Options Exercisable $7.41 — $19.25 . . . . . . . . . . . . . . . . . . . . . . . 97,636 $21.13 — $32.84 . . . . . . . . . . . . . . . . . . . . . . 250,022 89,723 $35.92 — $42.82 . . . . . . . . . . . . . . . . . . . . . . 89,230 $50.60 — $59.72 . . . . . . . . . . . . . . . . . . . . . . 526,611 3.9 5.9 6.8 9.0 6.2 $13.06 $26.07 $41.86 $59.07 $31.93 $ 4.8 9.1 1.9 0.3 $16.1 97,636 93,919 35,513 5,526 $13.06 $26.99 $40.38 $50.87 232,594 $23.76 $4.8 3.3 0.8 0.1 $9.0 (a) Represents the total pre-tax intrinsic value as of December 31, 2015 that option holders would have received had they exercised their options as of such date. The pre-tax intrinsic value is based on the closing market price for the Company’s common stock of $62.43 on December 31, 2015. The aggregate pre-tax intrinsic value of stock options exercised for the years ended December 31, 2015, 2014 and 2013 was $5.5 million, $12.7 million and $9.8 million, respectively. The following table summarizes the status of the Company’s unvested stock options as of December 31, 2015 and activity for the year then ended: Outstanding — December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Options vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding — December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Stock Options Weighted-Average Grant Date Fair Value 311,078 87,930 104,991 294,017 $10.37 $16.47 $10.59 $12.09 F-39 2010 2011 2012 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 8. Stock Compensation Plans (Continued) Year Ended December 31, Consolidated $416.2 279.8 $543.4 265.4 EXCHANGE ACT OF 1934 Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES As of December 31, 2015, certain participants met age and service requirements that allowed their options to qualify for accelerated vesting upon retirement. As of December 31, 2015, there were approximately 95,000 stock $413.6 (Mark One) options subject to accelerated vesting that such participants would have been eligible to exercise if they had retired 244.1 as of such date. The aggregate grant date fair value of options subject to accelerated vesting was $1.3 million. For $657.7 the year ended December 31, 2015, stock-based compensation expense for such options was $0.9 million. For the For the fiscal year ended December 31, 2014 year ended December 31, 2015, the aggregate grant date fair value of options vested, including options subject to accelerated vesting, was $2.4 million. Stock options that reflect accelerated vesting for expense recognition become OR exercisable according to the contract terms of the stock option grant. (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total Assets EXCHANGE ACT OF 1934 United States Performance Units/RSUs Canada Europe $308.9 0.1 For the year ended December 31, 2015, the Company granted target awards of 45,060 Performance Units. The Commission file number 001-32240 297.7 measurement period for the Performance Units is January 1, 2015 through December 31, 2015. The Performance $606.7 $565.1 NEENAH PAPER, INC. Units vest on December 31, 2017. Common Stock equal to not less than 40 percent and not more than 200 percent of the Performance Unit target will be awarded based on the Company’s return on invested capital, (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities consolidated revenue growth, the percentage of consolidated free cash flow to revenue and total return to and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business shareholders relative to the companies in the Russell 2000� Value small cap index. As of December 31, 2015, the Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Company expects that Common Stock equal to approximately 145 percent of the Performance Unit targets will be business segment. earned. The market price on the date of grant for the Performance Units was $59.72 per share. The Company is 30005 recognizing stock-based compensation expense pro-rata over the vesting term of the RSUs. (Zip Code) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 Consolidated December 31, Raw Materials $808.8 $696.0 $610.7 2012 2011 2010 to For the year ended December 31, 2015, the Company awarded 9,030 RSUs to non-employee members of the Registrant’s telephone number, including area code: (678) 566-6500 Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Board of Directors and 3,145 RSUs (net of forfeitures) to employees. The weighted average grant date fair value Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex of such awards was $61.41 per share and the awards vest one year from the date of grant. During the vesting Name of Each Exchange on Which Registered from various suppliers. The technical products business purchases substantially all of its raw material requirements period, the holders of the RSUs are entitled to dividends, but the RSUs do not have voting rights and are externally. We believe that all of the raw materials for our technical products operations, except for certain forfeited in the event the holder is no longer an employee or member of the Board of Directors on the vesting specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a date. single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None New York Stock Exchange Title of Each Class F o r m 1 0 - K Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-40 5 NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 8. Stock Compensation Plans (Continued) The following table summarizes the activity of the Company’s unvested stock-based awards (other than stock options) for the years ended December 31, 2015, 2014 and 2013: Outstanding — December 31, 2012 . . . . . . . . . . . . . . . . Shares granted (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Shares vested . . . . . . . . . . . . . . . . . . . . . . Shares expired or cancelled . . . . . . . . . . . . . . . . . . . . . . Outstanding — December 31, 2013 . . . . . . . . . . . . . . . . Shares granted (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Shares vested . . . . . . . . . . . . . . . . . . . . . . Shares expired or cancelled . . . . . . . . . . . . . . . . . . . . . . Outstanding — December 31, 2014 . . . . . . . . . . . . . . . . Shares granted (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Shares vested . . . . . . . . . . . . . . . . . . . . . . Shares expired or cancelled . . . . . . . . . . . . . . . . . . . . . . RSUs 221,563 12,220 (220,762) 145,871 (6,701) 152,191 11,492 (150,270) 94,710 (2,829) 105,294 13,415 (105,564) 107,219 (1,526) Outstanding — December 31, 2015 (b) . . . . . . . . . . . . . . 118,838 Weighted-Average Grant Date Fair Value Performance Units Weighted-Average Grant Date Fair Value $16.81 $31.26 $17.23 $24.25 $19.73 $24.36 $49.78 $22.60 $29.15 $29.15 $31.15 $61.41 $32.12 $40.65 $51.14 $43.29 97,900 78,900 — (97,900) (1,900) 77,000 60,900 — (77,000) (2,630) 58,270 45,060 (810) (58,270) (1,200) 43,050 $36.13 $49.28 — $36.13 $49.28 $49.28 $74.79 — $35.85 $74.79 $74.79 $78.32 $78.32 $74.79 $78.32 $78.32 (a) For the years ended December 31, 2015, 2014 and 2013, includes 495 RSUs, 622 RSUs and 950 RSUs, respectively, that were granted in lieu of cash dividends. Such dividends-in-kind vest concurrently with the underlying RSUs. (b) The aggregate pre-tax intrinsic value of outstanding RSUs as of December 31, 2015 was $7.4 million. The aggregate pre-tax intrinsic value of restricted stock and RSUs that vested for the years ended December 31, 2015, 2014 and 2013 was $6.6 million, $8.9 million and $9.3 million, respectively. Excess Tax Benefits ASC Topic 718 requires the reporting of excess tax benefits related to the exercise or vesting of stock-based awards as cash provided by financing activities within the statement of cash flows. Excess tax benefits represent the difference between the tax deduction the Company will receive on its tax return for compensation recognized by employees upon the vesting or exercise of stock-based awards and the tax benefit recognized for the grant date fair value of such awards. The Company recorded a reduction in cash flows from operations which fully offset the amount of excess tax benefits reported in cash flows from financing activities. For the years ended December 31, 2015, 2014 and 2013, the Company recognized excess tax benefits related to the exercise or vesting of stock-based awards of $2.6 million, $5.6 million and $2.6 million, respectively. Note 9. Stockholders’ Equity Common Stock The Company has authorized 100 million shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote per share. F-41 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 9. Stockholders’ Equity (Continued) Year Ended December 31, 2012 2011 2010 $ to 2013 2014 2010 2011 2012 Shares Shares $606.7 $610.7 $696.0 $808.8 December 31, Consolidated Consolidated $543.4 265.4 $416.2 279.8 EXCHANGE ACT OF 1934 Net sales United States Europe In May 2015, the Company’s Board of Directors authorized a program that would allow the Company to repurchase up to $25 million of its outstanding Common Stock over the next 12 months (the ‘‘2015 Stock $413.6 (Mark One) Purchase Plan’’). Purchases by the Company under the 2015 Stock Purchase Plan would be made from time to 244.1 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES time in the open market or in privately negotiated transactions in accordance with the requirements of applicable $657.7 law. The timing and amount of any purchases will depend on share price, market conditions and other factors. For the fiscal year ended December 31, 2014 The 2015 Stock Purchase Plan does not require the Company to purchase any specific number of shares and may be suspended or discontinued at any time. The 2015 Stock Purchase Plan is expected to be funded using cash on OR hand or borrowings under the Company’s bank credit facility. The Company had a substantially identical (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES $25 million repurchase program in place during the preceding 12 months that expired in May 2015 (the ‘‘2014 $308.9 Stock Purchase Plan’’). The Company had a $10 million share repurchase program in place during the preceding 0.1 12 months that expired in May 2014 (the ‘‘2013 Stock Purchase Plan’’). The following table shows shares 297.7 purchased under the respective stock purchase plans: Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Commission file number 001-32240 NEENAH PAPER, INC. 2015 (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities $ and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. 2015 Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares $ 20-1308307 (I.R.S. Employer $2.4 Identification No.) 3.5 — — Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) — $ — — $— — 1.2 — — — — — $565.1 Year Ended December 31, For the transition period from $322.5 0.2 288.0 $286.4 0.3 278.4 As of December 31, 2015, under the terms of the 2021 Senior Notes the Company has limitations on its ability to Registrant’s telephone number, including area code: (678) 566-6500 repurchase shares of its Common Stock. However, the Company can repurchase shares of its Common Stock in Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our excess of such limitation by utilizing ‘‘restricted payment baskets’’ as defined in the indenture for the 2021 Senior Securities registered pursuant to Section 12(b) of the Act: technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Notes and the Third Amended Credit Agreement. from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain For the years ended December 31, 2015, 2014 and 2013, the Company acquired 40,000 shares, 56,000 shares and specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a 111,000 shares of Common Stock, respectively, at a cost of $2.5 million, $3.4 million and $4.6 million, respectively, Securities registered pursuant to Section 12(g) of the Act: None single supplier would not cause a shutdown of our manufacturing operations. for shares surrendered by employees to pay taxes due on vested restricted stock awards and SARs exercised. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Name of Each Exchange on Which Registered New York Stock Exchange 30005 (Zip Code) Raw Materials 42,100 60,900 Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) Each share of Common Stock contains a preferred stock purchase right that is associated with the share. These certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the preferred stock purchase rights are transferred only with shares of Common Stock. The preferred stock purchase formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) rights become exercisable and separately certificated only upon a ‘‘Rights Distribution Date’’ as that term is needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the defined in the stockholder rights agreement adopted by the Company at the time of the Spin-Off. In general, a an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Rights Distribution Date occurs ten business days following either of these events: (i) a person or group has file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term acquired or obtained the right to acquire beneficial ownership of 15 percent or more of the outstanding shares of Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp our Common Stock then outstanding or (ii) a tender offer or exchange offer is commenced that would result in a every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur person or group acquiring 15 percent or more of the outstanding shares of our Common Stock then outstanding. chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Preferred Stock 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other The Company has authorized 20 million shares of $0.01 par value preferred stock. The preferred stock may be reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, issued in one or more series and with such designations and preferences for each series as shall be stated in the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in resolutions providing for the designation and issue of each such series adopted by the Board of Directors of the all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Company. The Board of Directors is authorized by the Company’s articles of incorporation to determine the percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) voting, dividend, redemption and liquidation preferences pertaining to each such series. No shares of preferred that the loss of a single supplier would not cause a shutdown of our manufacturing operations. stock have been issued by the Company. Accelerated filer (cid:30) Title of Each Class Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) 22,600 We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-42 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 10. Commitments Leases The future minimum obligations under operating leases having a noncancelable term in excess of one year as of December 31, 2015, are as follows: 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.6 2.2 1.6 1.2 1.0 4.3 Future minimum lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.9 For the years ended December 31, 2015, 2014 and 2013 rent expense under operating leases was $5.4 million, $4.5 million and $4.2 million, respectively. Purchase Commitments The Company has certain minimum purchase commitments that extend beyond December 31, 2015. Commitments under these contracts are approximately $7.4 million, $1.1 million and $1.1 million for the years ended December 31, 2016, 2017 and 2018, respectively. Such purchase commitments for the year ended December 31, 2016 are primarily for coal contracts. Although the Company is primarily liable for payments on the above- mentioned leases and purchase commitments, management believes exposure to losses, if any, under these arrangements is not material. Note 11. Contingencies and Legal Matters Litigation The Company is involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not have a material effect on the consolidated financial condition, results of operations or liquidity of the Company. Income Taxes The Company is continuously undergoing examination by the Internal Revenue Service (the ‘‘IRS’’) as well as various state and foreign jurisdictions. These tax authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns. No significant tax audit findings are being contested at this time with either the IRS or any state or foreign tax authority. Environmental, Health and Safety Matters The Company is subject to federal, state and local laws, regulations and ordinances relating to various environmental, health and safety matters. The Company is in compliance with, or is taking actions designed to ensure compliance with, these laws, regulations and ordinances. However, the nature of the Company’s business exposes it to the risk of claims with respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. Except for certain orders issued by environmental, health and safety regulatory agencies, with which management believes the Company is in compliance and which management believes are immaterial to the results of operations of the Company’s business, Neenah is not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters. F-43  to 2011 2012 2010 2011 2012 $657.7 $696.0 $808.8 $610.7 December 31, NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 11. Contingencies and Legal Matters (Continued) Year Ended December 31, Consolidated Net sales United States Europe While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental, health and safety laws, regulations and ordinances, $416.2 (Mark One) management believes that the Company’s future cost of compliance with environmental, health and safety laws, 279.8 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES regulations and ordinances, and its exposure to liability for environmental, health and safety claims will not have a material effect on its financial condition, results of operations or liquidity. However, future events, such as changes For the fiscal year ended December 31, 2014 in existing laws and regulations or contamination of sites owned, operated or used for waste disposal by the Company (including currently unknown contamination and contamination caused by prior owners and operators of OR 2010 such sites or other waste generators) may give rise to additional costs which could have a material effect on the (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Company’s financial condition, results of operations or liquidity. EXCHANGE ACT OF 1934 $413.6 244.1 $543.4 265.4 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe Title of Each Class Consolidated Raw Materials Contract Expiration Date 30005 (Zip Code) $322.5 0.2 288.0 $286.4 0.3 278.4 For the transition period from Employees and Labor Relations 20-1308307 (I.R.S. Employer Identification No.) Common Stock — $0.01 Par Value Preferred Stock Purchase Rights $308.9 The Company incurs capital expenditures necessary to meet legal requirements and otherwise relating to the 0.1 protection of the environment at its facilities in the United States and internationally. The Company’s anticipated Commission file number 001-32240 297.7 capital expenditures for environmental projects are not expected to have a material effect on our financial NEENAH PAPER, INC. condition, results of operations or liquidity. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by business segment. As of December 31, 2015, the Company had approximately 2,340 regular full-time employees of whom 1,140 hourly and 540 salaried employees were located in the United States and 390 hourly and 270 salaried employees were located in Europe. All of the Company’s U.S. hourly union employees are represented by the United Steelworkers Union (the ‘‘USW’’). Hourly union employees at the Company’s Bolton, England manufacturing facility are represented by Unite the Union (‘‘UNITE’’). The following table shows the status of the Registrant’s telephone number, including area code: (678) 566-6500 Company’s bargaining agreements as of December 31, 2015. Securities registered pursuant to Section 12(b) of the Act: Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain UNITE May 5, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bolton England specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a USW September 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brattleboro, VT single supplier would not cause a shutdown of our manufacturing operations. September 27, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reading, PA USW Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities November 9, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lowville, NY USW Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) USW January 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Whiting, WI (1) certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neenah, WI (1) USW formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) July 14, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Munising, MI (1) USW needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the May 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appleton, WI (1) USW an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term (1) On pension matters the Whiting, Neenah, Munising and Appleton paper mills have bargained jointly with the Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this USW. The current agreement on pension matters will remain in effect until September 2019. grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are pulp or latex grades would have a material effect on our operations. eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, 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 Chemie and Energie (the ‘‘IG BCE’’). In June 2015, the IG BCE and a national trade association representing all Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) employers in the industry signed a collective bargaining agreement covering union employees of Neenah Germany significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a that expires in June 2017. Under German law union membership is voluntary and does not need to be disclosed to cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): BCE that expires in June 2017 cannot be determined. As of December 31, 2015, approximately 235 employees are percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Accelerated filer (cid:30) Large accelerated filer (cid:31) covered under collective bargaining agreements that expire in the next 12-months. that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities registered pursuant to Section 12(g) of the Act: None Location New York Stock Exchange Name of Each Exchange on Which Registered $565.1 $606.7 Union Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-44 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 12. Discontinued Operations and Assets Held for Sale Discontinued Operations On October 31, 2015, the Company sold the Lahnstein Mill to the Buyer, a privately-owned enterprise specializing in equity holdings in German medium-sized companies, for net cash proceeds of approximately $5.4 million. The Buyer acquired all the assets and liabilities of the Lahnstein Mill, including pension and related liabilities of approximately $21 million. The Lahnstein Mill, which had annual sales of approximately A50 million, had been operating as a stand-alone business, manufacturing non-woven wallcoverings and various other specialty papers. The sale focuses the Company’s portfolio on targeted growth markets such as filtration, premium fine papers and packaging and other performance materials. Upon reaching an agreement for the sale of the Lahnstein Mill, the Company compared the carrying value of the Lahnstein Mill assets to the fair value of such assets reflected in the sales agreement. As a result, the Company recognized an impairment charge of $12.0 million to reduce the carrying value of the Lahnstein Mill assets to fair value. In addition, the Company recognized approximately $1.7 million of transaction costs related to the sale. For the year ended December 31, 2015, discontinued operations reported on the consolidated statements of operations include the results of operations and the loss on sale of the Lahnstein Mill. The consolidated statements of operations for the years ended December 31, 2014 and 2013 have been restated to report results of the Lahnstein Mill as discontinued operations. The results of the Lahnstein Mill were previously reported in the Technical Products segment. The following table presents selected financial information for discontinued operations: Year Ended December 31, 2015 2014 2013 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products sold (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.2 39.7 $63.0 56.6 $62.8 52.9 Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (Loss) From Discontinued Operations Before Income Taxes . . . . . . . . . . . . . . . . . Loss on sale (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision (benefit) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 3.5 0.1 (0.3) 0.2 (13.6) (13.4) (4.0) 6.4 5.2 0.6 (0.3) 0.9 — 0.9 0.2 9.9 4.7 0.2 (0.4) 5.4 — 5.4 1.9 Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (9.4) $ 0.7 $ 3.5 (a) In March 2010, the Company concluded its operating activities in Canada; however, the Company has certain continuing post-employment benefit obligations related to its former Canadian operations. During the first quarter of 2013, the Company received a refund of excess pension contributions from the terminated Terrace Bay pension plan. As a result, the Company recorded income before income taxes from discontinued operations of $4.2 million and a related provision for income taxes of $1.6 million. (b) This amount includes a net curtailment gain related to the divesture of the pension plan of $15.8 million, including a $5.5 million write-off of deferred actuarial losses. F-45 $543.4 265.4 $808.8 $416.2 279.8 $413.6 Year Ended 244.1 December 31, $657.7 $696.0 2015 2013 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 12. Discontinued Operations and Assets Held for Sale (Continued) Year Ended December 31, 2012 2011 2010 The following table presents selected cash flow information for discontinued operations: (Mark One) Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2014 Consolidated EXCHANGE ACT OF 1934 $3.9 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 OR $0.8 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Total Assets EXCHANGE ACT OF 1934 Assets Held for Sale United States Canada Europe $308.9 0.1 As of December 31, 2014, all of the assets and liabilities reported as assets held for sale and liabilities related to Commission file number 001-32240 297.7 facilities held for sale are related to the Lahnstein Mill. The following table presents the major components of assets held for sale and liabilities related to facilities held for sale on the consolidated balance sheet: NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) At Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities December 31, and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business 2014 Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by Assets Held For Sale business segment. Current Assets 20-1308307 (I.R.S. Employer Identification No.) $2.7 December 31, $0.6 2011 For the transition period from $286.4 0.3 278.4 $322.5 0.2 288.0 Consolidated $610.7 $565.1 $606.7 $3.5 $0.7 2010 2012 to Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 30005 (Zip Code) Title of Each Class New York Stock Exchange Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Registrant’s telephone number, including area code: (678) 566-6500 Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.4 Raw Materials Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1 1.4 Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex 13.9 from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible Assets — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Assets Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.3 1.0 2.3 0.8 Our technical products business acquires all of its specialized pulp requirements from two global suppliers and $46.3 certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.4 an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Noncurrent Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.2 grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative Liabilities related to facilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Liabilities Related to Facilities Held for Sale Act. Yes (cid:30) No (cid:31) Current Liabilities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) $27.3 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-46 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 13. Business Segment and Geographic Information On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. Segment information for prior periods has been restated to conform to the current period presentation. In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums. Due to the dissimilar nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Products businesses. These product lines represent an operating segment which does not meet the quantitative threshold for a reportable segment. The Company’s reportable operating segments now consist of Technical Products, Fine Paper and Packaging and Other. The Technical Products segment is an aggregation of the Company’s filtration and performance materials businesses which are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods. The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers. Included in this segment are filtration media (‘‘Filtration’’), tape and abrasives backings products (‘‘Backings’’), and durable label and specialty substrate products (‘‘Specialty’’). The following table presents sales by product category for the technical products business: For the Year ended December 31, 2015 2014 2013 Filtration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Backings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Specialty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45% 42% 39% 29 30 29 25 32 29 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% The fine paper and packaging business is a leading supplier of premium printing and other high end specialty papers (‘‘Graphic Imaging’’), premium packaging (‘‘Packaging’’) and specialty office papers (‘‘Filing/Office’’) primarily in North America. The following table presents sales by product category for the fine paper and packaging business: For the Year ended December 31, 2014 2015 2013 Graphic Imaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Filing/Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80% 91% 92% 9 15 — 5 8 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% Each segment employs different technologies and marketing strategies. Disclosure of segment information is on the same basis that management uses internally for evaluating segment performance and allocating resources. Transactions between segments are eliminated in consolidation. The costs of shared services, and other administrative functions managed on a common basis, are allocated to the segments based on usage, where possible, or other factors based on the nature of the activity. General corporate expenses that do not directly support the operations of the business segments are shown as Unallocated corporate costs. The accounting policies of the reportable operating segments are the same as those described in Note 2, ‘‘Summary of Significant Accounting Policies.’’ F-47 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Note 13. Business Segment and Geographic Information (Continued) FORM 10-K Year Ended December 31, 2012 2011 2010 Business Segments (Mark One) Net sales United States Europe (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2014 2015 2013 Consolidated EXCHANGE ACT OF 1934 Net sales Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended December 31, 2014 $353.3 428.4 OR — (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $781.7 $403.6 December 31, 436.1 — $429.2 442.7 15.8 $887.7 $839.7 2011 2012 2010 $543.4 265.4 $413.6 Year Ended December 31, 244.1 $416.2 279.8 $808.8 $696.0 $657.7 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the transition period from to Consolidated Operating income (loss) Technical Products (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated corporate costs (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) $ 37.4 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities 61.0 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business — Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by (15.8) business segment. Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30005 Raw Materials (Zip Code) Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) 20-1308307 (I.R.S. Employer Identification No.) $ 54.1 67.3 (2.0) (18.0) $ 46.0 60.8 — (20.2) $610.7 $565.1 $606.7 $101.4 $ 86.6 $ 82.6 2014 2015 2013 $322.5 0.2 288.0 $286.4 $308.9 0.3 0.1 Year Ended December 31, 297.7 278.4 Registrant’s telephone number, including area code: (678) 566-6500 (a) Operating income for the year ended December 31, 2015 includes acquisition related integration costs of Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our Securities registered pursuant to Section 12(b) of the Act: $1.3 million and $0.4 million of restructuring costs. Operating income for the year ended December 31, 2014 technical products business. The technical products business purchases softwood pulp, specialty pulp and latex includes acquisition related integration costs of $1.0 million and $0.6 million of restructuring costs. from various suppliers. The technical products business purchases substantially all of its raw material requirements (b) Operating income for the years ended December 31, 2015 and 2013 include acquisition related integration externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. (c) Operating income for the year ended December 31, 2015 includes acquisition related integration costs of Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None costs of $1.5 million and $0.4 million, respectively. Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class F o r m 1 0 - K Act. Yes (cid:30) No (cid:31) $2.4 million. Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Our technical products business acquires all of its specialized pulp requirements from two global suppliers and Act. Yes (cid:31) No (cid:30) (d) Unallocated corporate costs for the year ended December 31, 2015 includes $0.8 million of restructuring certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the costs. Unallocated corporate costs for the year ended December 31, 2014 includes a pension plan settlement formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our charge of $3.5 million, a loss on the early extinguishment of debt of $0.2 million and $0.7 million of needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the restructuring costs. Unallocated corporate costs for the year ended December 31, 2013 includes a pension an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to plan settlement charge of $0.2 million and a loss on the early extinguishment of debt of $0.5 million. file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Year Ended December 31, grades or other latex grades that would allow us to meet required product performance characteristics and incur 2013 only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) Depreciation and amortization Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.9 and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by 9.3 Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): Total Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.9 percent of the total fiber requirements of our fine paper business, are readily available from several sources and Smaller reporting company (cid:30) Large accelerated filer (cid:31) Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29.4 We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) $14.6 8.6 — 2.9 $16.5 9.8 0.6 1.9 Accelerated filer (cid:30) 26.1 3.9 28.8 2.7 $31.5 $30.0 2015 2014 Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-48 5 NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 13. Business Segment and Geographic Information (Continued) Capital expenditures Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2015 2014 2013 $36.0 10.3 0.4 0.8 47.5 0.6 $16.1 10.0 — 1.1 27.2 0.7 $20.7 5.0 — 2.2 27.9 0.8 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $48.1 $27.9 $28.7 Total Assets (a) Technical Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fine Paper and Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate and other (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2015 2014 $483.4 261.9 6.1 — $371.9 228.8 77.5 46.3 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $751.4 $724.5 (a) Segment identifiable assets are those that are directly used in the segments operations. (b) Corporate assets are primarily cash and deferred income taxes. Geographic Information Net sales United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $687.3 200.4 $612.0 227.7 $564.4 217.3 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $887.7 $839.7 $781.7 Year Ended December 31, 2015 2014 2013 December 31, 2015 2014 Total Assets (a) United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $533.2 0.1 218.1 $450.9 0.4 273.2 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $751.4 $724.5 (a) Long-lived assets (consisting principally of property and equipment, intangibles, goodwill and other assets) of $342.0 million and $202.0 million as of December 31, 2015 and 2014, respectively, were located in the United States and long-lived assets of $162.8 million and $203.4 million as of December 31, 2015 and 2014, respectively, were located principally in Europe. Net sales are attributed to geographic areas based on the physical location of the selling entities. F-49 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Note 13. Business Segment and Geographic Information (Continued) FORM 10-K Year Ended December 31, 2012 2011 2010 Concentrations Net sales United States Europe Consolidated EXCHANGE ACT OF 1934 $413.6 In July 2014, Unisource Worldwide, Inc (‘‘Unisource’’) and xpedx, formerly owned by International Paper (Mark One) 244.1 (‘‘xpedx’’) merged to form Veritiv Corporation (‘‘Veritiv’’). For the years ended December 31, 2015, 2014 and 2013 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES sales to Unisource and xpedx (and as merged Veritiv) represented approximately 10 percent of consolidated net $657.7 sales and approximately 20 percent of net sales of the fine paper and packaging business. Except for certain For the fiscal year ended December 31, 2014 specialty latex grades and specialty softwood pulp used by Technical Products, management is not aware of any OR significant concentration of business transacted with a particular supplier that could, if suddenly eliminated, have a material effect on its operations. (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES $416.2 279.8 $543.4 265.4 December 31, $808.8 $696.0 2012 2011 2010 $322.5 0.2 288.0 $286.4 0.3 278.4 $308.9 0.1 297.7 Total Assets EXCHANGE ACT OF 1934 United States Note 14. Supplemental Data Canada Europe Supplemental Statement of Operations Data For the transition period from to Consolidated Summary of Advertising and Research and Development Expenses Commission file number 001-32240 NEENAH PAPER, INC. Year Ended (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities December 31, and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business 2013 2014 Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by $7.0 business segment. 5.7 20-1308307 (I.R.S. Employer Advertising expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identification No.) Research and development expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6.8 6.8 $7.3 5.5 $610.7 $565.1 $606.7 2015 Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) expenses on the consolidated statements of operations. (a) Adverting expense and research and development expense are recorded in selling, general and administrative Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(b) of the Act: Supplemental Balance Sheet Data Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Summary of Accounts Receivable — net Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class December 31, 30005 (Zip Code) Raw Materials 2015 2014 $97.3 $99.0 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the (1.7) Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) From customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less allowance for doubtful accounts and sales discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Act. Yes (cid:30) No (cid:31) Our technical products business acquires all of its specialized pulp requirements from two global suppliers and $86.2 certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by (1.5) formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $84.7 needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Summary of Inventories Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such 2014 only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. Inventories by Major Class: Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26.1 and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) 16.8 Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.8 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Supplies and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5 all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): 115.2 percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) Excess of FIFO over LIFO cost (14.0) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Total $101.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing The FIFO value of inventories valued on the LIFO method was $118.2 million and $95.7 million at December 31, ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton stock price on the New York Stock Exchange) on such date was approximately $880,000,000. 2015 and 2014, respectively. For the year ended December 31, 2015, income from continuing operations before fiber supply issues to have a material effect on our operations. income taxes was reduced by approximately $0.1 million due to a decrease in certain LIFO inventory quantities. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) $ 30.4 28.9 67.2 4.1 Accelerated filer (cid:30) 130.6 (10.0) December 31, $120.6 2015 Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-50 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 14. Supplemental Data (Continued) Summary of Prepaid and Other Current Assets Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spare parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.6 9.9 $ 8.1 6.2 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24.5 $14.3 Summary of Property, Plant and Equipment — Net December 31, 2015 2014 Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2015 2014 $ 19.6 121.4 512.2 41.3 694.5 371.5 $ 15.7 107.5 461.4 14.3 598.9 357.2 Net Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $323.0 $241.7 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $24.8 million, $23.2 million and $23.2 million, respectively. Interest expense capitalized as part of the costs of capital projects was $0.2 million, $0.1 million and $0.2 million , respectively, for the years ended December 31, 2015, 2014 and 2013. Summary of Accrued Expenses December 31, 2015 2014 Accrued salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25.2 9.5 1.2 0.7 14.6 $23.2 8.8 1.2 1.0 9.6 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.2 $43.8 Summary of Noncurrent Employee Benefits Pension benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Post-employment benefits other than pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.2 38.5 $41.4 39.5 Total (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89.7 $80.9 (a) Includes $2.7 million and $3.4 million in long-term disability benefits due to Terrace Bay retirees and SRCP benefits as of December 31, 2015 and 2014, respectively. December 31, 2015 2014 F-51 NEENAH PAPER INC. AND SUBSIDIARIES Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 percent of our consolidated net sales. UNITED STATES (Dollars in millions, except as noted) The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Note 14. Supplemental Data (Continued) Year Ended December 31, 2012 2011 2010 Supplemental Cash Flow Data Supplemental Disclosure of Cash Flow Information (Mark One) Net sales United States Europe Consolidated EXCHANGE ACT OF 1934 (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES $543.4 265.4 $808.8 $416.2 279.8 $413.6 244.1 Year Ended December 31, $657.7 $696.0 2015 2014 2013 to 2010 2011 $10.3 6.3 Consolidated $322.5 0.2 288.0 December 31, $10.6 16.2 For the fiscal year ended December 31, 2014 $9.9 OR 5.4 (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Liability for equipment acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 Cash paid during the year for interest, net of interest expense capitalized . . . . . . . . . . . . . . 2012 Cash paid during the year for income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash investing activities: Total Assets EXCHANGE ACT OF 1934 United States Canada Europe For the transition period from Net cash provided by (used in) changes in working capital, net of effect of acquisitions Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) 2013 Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities $(5.2) $ 4.7 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business (5.6) Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by (0.3) business segment. 1.2 6.8 2.0 0.2 20-1308307 Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (I.R.S. Employer Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Identification No.) Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid and other current assets 30005 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Zip Code) Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities registered pursuant to Section 12(b) of the Act: Delaware (State or other jurisdiction of incorporation or organization) 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(6.6) from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. $ 1.8 New York Stock Exchange Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(g) of the Act: None $(9.4) 4.8 (0.1) (2.7) 1.3 (0.5) — Note 15. Unaudited Quarterly Data 7.7 1.0 (4.8) (0.5) 3.2 0.4 Name of Each Exchange on Which Registered 4.1 $308.9 0.1 297.7 6.6 $286.4 0.3 278.4 Year Ended December 31, Raw Materials Title of Each Class $610.7 $565.1 $606.7 $ 9.0 2015 2014 First Third Fourth Second Year (a) 2015 Quarters Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) $214.4 49.5 28.4 16.1 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $231.6 $887.7 formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our Act. Yes (cid:30) No (cid:31) 48.4 195.4 Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.4 24.4 an interruption of production at any one supplier, we believe that each of these suppliers individually would be Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to Income From Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . 60.5 13.5 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Earnings Per Common Share From Continuing Operations: Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.58 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this grades or other latex grades that would allow us to meet required product performance characteristics and incur chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.53 only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative files). Yes (cid:31) No (cid:30) pulp or latex grades would have a material effect on our operations. 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 (a) Includes integration/restructuring costs of $6.5 million. Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. $211.3 48.0 27.7 16.4 $230.4 49.5 20.9 14.5 Accelerated filer (cid:30) $ 0.79 $ 0.97 $ 0.86 $ 0.96 $ 0.78 $ 0.85 $ 0.95 $ 0.94 Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-52 5 F o r m 1 0 - K NEENAH PAPER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in millions, except as noted) Note 15. Unaudited Quarterly Data (Continued) First Second Third Fourth (b)(c) Year (a)(b)(c) 2014 Quarters Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income From Continuing Operations . . . . . . . . . . . . . . . . . Earnings Per Common Share From Continuing Operations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $206.2 41.0 21.9 12.4 $214.6 45.6 26.0 15.0 $215.3 41.3 21.7 13.4 $ 0.75 $ 0.89 $ 0.79 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.74 $ 0.88 $ 0.78 $203.6 42.9 17.0 27.2 $ 1.62 $ 1.59 $839.7 170.8 86.6 68.0 $ 4.05 $ 3.99 (a) Includes integration/restructuring costs of $2.3 million. (b) Includes a loss on the early extinguishment of debt of $0.2 million. (c) Includes a pension plan settlement charge of $3.5 million. F-53 Description Net sales December 31, 2015 United States (Mark One) Europe SCHEDULE II Concentration. For the years ended December 31, 2012, 2011 and 2010, no customer accounted for more than NEENAH PAPER, INC. AND SUBSIDIARIES 10 percent of our consolidated net sales. UNITED STATES SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS The following tables present further information about our businesses by geographic area (dollars in millions): SECURITIES AND EXCHANGE COMMISSION (Dollars in millions) Washington, D.C. 20549 FORM 10-K Year Ended December 31, Write-offs and Reclassifications Charged to Costs and Expenses Balance at Beginning of Period Charged to Other Accounts 2011 2012 Balance at 2010 End of Period Allowances deducted from assets to which they (cid:31) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES For the fiscal year ended December 31, 2014 OR (cid:30) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Allowances deducted from assets to which they 2011 2012 Consolidated EXCHANGE ACT OF 1934 apply Allowance for doubtful accounts . . . . . . . . . . . Allowance for sales discounts . . . . . . . . . . . . . Valuation allowance — deferred income taxes . December 31, 2014 Total Assets EXCHANGE ACT OF 1934 United States Canada Europe December 31, 2013 apply Allowance for doubtful accounts . . . . . . . . . . . Allowance for sales discounts . . . . . . . . . . . . . For the transition period from $0.9 0.6 — $0.8 0.6 $(0.4) — 3.0 $1.0 — — $416.2 279.8 $543.4 265.4 $808.8 $696.0 $(0.4) — December 31, — $413.6 244.1 $657.7 $1.1 0.6 3.0 2010 to $ 0.3 — $ — — $322.5 $(0.2) 0.2 — 288.0 $286.4 0.3 278.4 $308.9 $0.9 0.1 0.6 297.7 Consolidated Allowances deducted from assets to which they Commission file number 001-32240 NEENAH PAPER, INC. (Exact name of registrant as specified in its charter) Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities $0.8 and the physical location of the assets. See Note 13 of Notes to Consolidated Financial Statements ‘‘Business 0.6 Segment and Geographic Information’’ for information with respect to net sales, profits and total assets by — business segment. apply Allowance for doubtful accounts . . . . . . . . . . . Delaware (State or other jurisdiction of Allowance for sales discounts . . . . . . . . . . . . . incorporation or organization) Valuation allowance — deferred income taxes . 3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) $ — 20-1308307 (I.R.S. Employer — Identification No.) — $(0.9) — (0.4) 30005 (Zip Code) $ 0.3 0.1 — $1.4 0.5 0.4 Raw Materials $565.1 $610.7 $606.7 F o r m 1 0 - K Registrant’s telephone number, including area code: (678) 566-6500 Securities registered pursuant to Section 12(b) of the Act: Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Common Stock — $0.01 Par Value Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on Which Registered New York Stock Exchange Title of Each Class Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No (cid:30) Act. Yes (cid:30) No (cid:31) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain critical specialty latex grades from four suppliers. In general, these supply arrangements are not covered by formal contracts, but represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the an interruption of production at any one supplier, we believe that each of these suppliers individually would be 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 (cid:31) No (cid:30) able to satisfy our short-term requirements for specialized pulp or specialty latex. In the event of a long-term Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, disruption in our supply of specialized pulp or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (cid:31) No (cid:30) 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 Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:30) significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in all of the raw materials for our fine paper operations, except for certain cotton fiber which represent less than five Rule 12b-2 of the Exchange Act. (Check one): percent of the total fiber requirements of our fine paper business, are readily available from several sources and Large accelerated filer (cid:31) Smaller reporting company (cid:30) that the loss of a single supplier would not cause a shutdown of our manufacturing operations. Accelerated filer (cid:30) Non-accelerated filer (cid:30) (Do not check if a smaller reporting company) We believe that a partial or total disruption in the production of cotton fibers at our two primary suppliers would Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:30) No (cid:31) increase our reliance on ‘‘spot market’’ purchases with a likely corresponding increase in cost. Since we have the The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2014 (based on the closing ability to source cotton fiber on the ‘‘spot market’’ if faced with a supply disruption, we would not expect cotton fiber supply issues to have a material effect on our operations. stock price on the New York Stock Exchange) on such date was approximately $880,000,000. As of February 13, 2015, there were 16,700,000 shares of the Company’s common stock outstanding. Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 21, 2015 is incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE F-54 5 (This page has been left blank intentionally.) NEENAH PAPER, INC. 2013 ANNUAL REPORT 5 S H A R E H O L D E R S H A R E H O L D E R S H A R E H O L D E R S H A R E H O L D E R S H A R E H O L D E R S H A R E H O L D E R INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION INFORMATION CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS S H A R E H O L D E R Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. S H A R E H O L D E R S H A R E H O L D E R CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS S H A R E H O L D E R 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. Suite 600 Suite 600 Suite 600 S H A R E H O L D E R S H A R E H O L D E R 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road Alpharetta, GA 30005 Alpharetta, GA 30005 Alpharetta, GA 30005 Suite 600 Suite 600 Suite 600 678.566.6500 678.566.6500 678.566.6500 CORPORATE HEADQUARTERS Alpharetta, GA 30005 Alpharetta, GA 30005 Alpharetta, GA 30005 CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS www.neenah.com www.neenah.com www.neenah.com Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. 678.566.6500 678.566.6500 678.566.6500 Neenah Paper, Inc. 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road www.neenah.com www.neenah.com www.neenah.com CORPORATE HEADQUARTERS CORPORATE HEADQUARTERS ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS 3460 Preston Ridge Road Suite 600 Suite 600 Neenah Paper, Inc. Neenah Paper, Inc. Suite 600 The 2015 annual meeting of the shareholders of The 2015 annual meeting of the shareholders of The 2015 annual meeting of the shareholders of Suite 600 ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS Alpharetta, GA 30005 Alpharetta, GA 30005 3460 Preston Ridge Road 3460 Preston Ridge Road Alpharetta, GA 30005 Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, The 2015 annual meeting of the shareholders of The 2015 annual meeting of the shareholders of The 2015 annual meeting of the shareholders of Alpharetta, GA 30005 678.566.6500 678.566.6500 Suite 600 Suite 600 678.566.6500 May 21, 2015 at 10:00 a.m., Eastern time at May 21, 2015 at 10:00 a.m., Eastern time at May 21, 2015 at 10:00 a.m., Eastern time at Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, 678.566.6500 www.neenah.com www.neenah.com Alpharetta, GA 30005 Alpharetta, GA 30005 www.neenah.com Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. May 21, 2015 at 10:00 a.m., Eastern time at May 21, 2015 at 10:00 a.m., Eastern time at May 21, 2015 at 10:00 a.m., Eastern time at www.neenah.com 678.566.6500 678.566.6500 ANNUAL MEETING OF SHAREHOLDERS Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS www.neenah.com www.neenah.com As of February 28, 2015, Neenah had approximately As of February 28, 2015, Neenah had approximately As of February 28, 2015, Neenah had approximately ANNUAL MEETING OF SHAREHOLDERS The 2014 annual meeting of the shareholders of The 2016 annual meeting of the shareholders of The 2016 annual meeting of the shareholders of The 2016 annual meeting of the shareholders of As of February 28, 2015, Neenah had approximately As of February 28, 2015, Neenah had approximately As of February 28, 2015, Neenah had approximately Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS Neenah Paper, Inc. will be held Thursday, May 22, 2014 at 10:00 a.m., Eastern time at May 26, 2016 at 10:00 a.m., Eastern time at The 2015 annual meeting of the shareholders of The 2015 annual meeting of the shareholders of May 26, 2016 at 10:00 a.m., Eastern time at REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT May 26, 2016 at 10:00 a.m., Eastern time at Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. Neenah Paper, Inc. will be held Thursday, Neenah Paper, Inc. will be held Thursday, Neenah’s headquarters in Alpharetta, Georgia. Computershare Computershare Computershare REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT Neenah’s headquarters in Alpharetta, Georgia. May 21, 2015 at 10:00 a.m., Eastern time at May 21, 2015 at 10:00 a.m., Eastern time at P.O. Box 30170 P.O. Box 30170 P.O. Box 30170 Computershare Computershare Computershare As of February 28, 2014, Neenah had approximately As of March 31, 2016, Neenah had approximately As of March 31, 2016, Neenah had approximately Neenah’s headquarters in Alpharetta, Georgia. Neenah’s headquarters in Alpharetta, Georgia. College Station, TX 77842 College Station, TX 77842 College Station, TX 77842 P.O. Box 30170 P.O. Box 30170 P.O. Box 30170 As of March 31, 2016, Neenah had approximately 1,450 holders of record of its common stock. 1,450 holders of record of its common stock. Contact Center: Contact Center: Contact Center: 1,450 holders of record of its common stock. College Station, TX 77842 College Station, TX 77842 College Station, TX 77842 As of February 28, 2015, Neenah had approximately As of February 28, 2015, Neenah had approximately Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 REGISTRAR AND TRANSFER AGENT Contact Center: Contact Center: Contact Center: REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 Computershare Computershare Computershare Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 Computershare Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 P.O. Box 43006 P.O. Box 30170 P.O. Box 30170 TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 REGISTRAR AND TRANSFER AGENT REGISTRAR AND TRANSFER AGENT P.O. Box 30170 TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 Providence, RI 02940-3006 College Station, TX 77842 Computershare Computershare College Station, TX 77842 Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 College Station, TX 77842 www.computershare.com/investor www.computershare.com/investor www.computershare.com/investor Contact Center: Contact Center: P.O. Box 30170 P.O. Box 30170 Contact Center: TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 Contact Center: Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 College Station, TX 77842 College Station, TX 77842 Toll Free U.S. and Canada: 877-498-8847 www.computershare.com/investor www.computershare.com/investor www.computershare.com/investor FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION Toll Free U.S. and Canada: 877-498-8847 TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 Contact Center: Contact Center: TDD for hearing impaired: 800-231-5469 Our Annual Report on Form 10-K for the fiscal year Our Annual Report on Form 10-K for the fiscal year Our Annual Report on Form 10-K for the fiscal year TDD for hearing impaired: 800-231-5469 FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 Toll Free U.S. and Canada: 877-498-8847 Toll Free U.S. and Canada: 877-498-8847 Foreign Shareowners: 201-680-6578 ended December 31, 2014, is available on our website ended December 31, 2014, is available on our website ended December 31, 2014, is available on our website Our Annual Report on Form 10-K for the fiscal year Our Annual Report on Form 10-K for the fiscal year Our Annual Report on Form 10-K for the fiscal year Foreign Shareowners: 201-680-6578 TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 TDD for hearing impaired: 800-231-5469 TDD for hearing impaired: 800-231-5469 TDD Foreign Shareowners: 201-680-6610 at www.neenah.com. In addition, financial reports, at www.neenah.com. In addition, financial reports, at www.neenah.com. In addition, financial reports, ended December 31, 2014, is available on our website ended December 31, 2014, is available on our website ended December 31, 2014, is available on our website TDD Foreign Shareowners: 201-680-6610 www.computershare.com/investor recent filings with the Securities and Exchange recent filings with the Securities and Exchange recent filings with the Securities and Exchange www.computershare.com/investor Foreign Shareowners: 201-680-6578 Foreign Shareowners: 201-680-6578 www.computershare.com/investor at www.neenah.com. In addition, financial reports, at www.neenah.com. In addition, financial reports, at www.neenah.com. In addition, financial reports, www.computershare.com/investor Commision (SEC), news releases and other information Commision (SEC), news releases and other information Commision (SEC), news releases and other information TDD Foreign Shareowners: 201-680-6610 TDD Foreign Shareowners: 201-680-6610 recent filings with the Securities and Exchange recent filings with the Securities and Exchange recent filings with the Securities and Exchange FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION are available on our website. For a printed copy of our are available on our website. For a printed copy of our are available on our website. For a printed copy of our FINANCIAL AND OTHER COMPANY INFORMATION Commision (SEC), news releases and other information Commision (SEC), news releases and other information Commision (SEC), news releases and other information www.computershare.com/investor www.computershare.com/investor FINANCIAL AND OTHER COMPANY INFORMATION Form 10-K and Annual Report materials, without Form 10-K and Annual Report materials, without Form 10-K and Annual Report materials, without are available on our website. For a printed copy of our are available on our website. For a printed copy of our are available on our website. For a printed copy of our charge, please contact: charge, please contact: charge, please contact: ended December 31, 2015 is available on our website ended December 31, 2015 is available on our website FINANCIAL AND OTHER COMPANY INFORMATION FINANCIAL AND OTHER COMPANY INFORMATION Form 10-K and Annual Report materials, without Form 10-K and Annual Report materials, without Form 10-K and Annual Report materials, without ended December 31, 2015 is available on our website at www.neenah.com along with financial reports, at www.neenah.com along with financial reports, charge, please contact: charge, please contact: charge, please contact: Our Annual Report on Form 10-K for the fiscal year Our Annual Report on Form 10-K for the fiscal year at www.neenah.com along with financial reports, Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. ended December 31, 2014, is available on our website ended December 31, 2014, is available on our website Attn: Stockholder Services Attn: Stockholder Services Attn: Stockholder Services Commision (SEC), news releases and other information. Commision (SEC), news releases and other information. Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. at www.neenah.com. In addition, financial reports, at www.neenah.com. In addition, financial reports, (SEC), news releases and other information are Commision (SEC), news releases and other information. For a printed copy of our Form 10-K and Annual Report 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road For a printed copy of our Form 10-K and Annual Report Attn: Stockholder Services Attn: Stockholder Services Attn: Stockholder Services recent filings with the Securities and Exchange recent filings with the Securities and Exchange For a printed copy of our Form 10-K and Annual Report available on our website. For a printed copy of our materials, without charge, please contact: materials, without charge, please contact: Suite 600 Suite 600 Suite 600 Commision (SEC), news releases and other information Commision (SEC), news releases and other information 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road materials, without charge, please contact: are available on our website. For a printed copy of our are available on our website. For a printed copy of our Alpharetta, GA 30005 Alpharetta, GA 30005 Alpharetta, GA 30005 Suite 600 Suite 600 Suite 600 Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. Form 10-K and Annual Report materials, without Form 10-K and Annual Report materials, without Neenah Paper, Inc. 866.548.6569 866.548.6569 866.548.6569 Alpharetta, GA 30005 Alpharetta, GA 30005 Alpharetta, GA 30005 Attn: Stockholder Services Attn: Stockholder Services Attn: Stockholder Services charge, please contact: charge, please contact: Attn: Stockholder Services or via email to investors@neenah.com or via email to investors@neenah.com or via email to investors@neenah.com 866.548.6569 866.548.6569 866.548.6569 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road 3460 Preston Ridge Road or via email to investors@neenah.com or via email to investors@neenah.com or via email to investors@neenah.com Neenah Paper, Inc. Neenah Paper, Inc. Suite 600 Suite 600 CERTIFICATIONS CERTIFICATIONS CERTIFICATIONS Suite 600 Suite 600 Attn: Stockholder Services Attn: Stockholder Services Alpharetta, GA 30005 Certifications of Neenah’s Chief Executive Officer Certifications of Neenah’s Chief Executive Officer Certifications of Neenah’s Chief Executive Officer Alpharetta, GA 30005 CERTIFICATIONS CERTIFICATIONS CERTIFICATIONS Alpharetta, GA 30005 Alpharetta, GA 30005 and Chief Financial Officer regarding the quality of and Chief Financial Officer regarding the quality of and Chief Financial Officer regarding the quality of 3460 Preston Ridge Road 3460 Preston Ridge Road 866.548.6569 866.548.6569 Certifications of Neenah’s Chief Executive Officer Certifications of Neenah’s Chief Executive Officer Certifications of Neenah’s Chief Executive Officer 866.548.6569 866.548.6569 our public disclosure have been included as exhibits our public disclosure have been included as exhibits our public disclosure have been included as exhibits Suite 600 Suite 600 or via email to investors@neenah.com or via email to investors@neenah.com and Chief Financial Officer regarding the quality of and Chief Financial Officer regarding the quality of and Chief Financial Officer regarding the quality of or via email to investors@neenah.com or via email to investors@neenah.com to its Annual Report on Form 10-K for the fiscal to its Annual Report on Form 10-K for the fiscal to its Annual Report on Form 10-K for the fiscal Alpharetta, GA 30005 Alpharetta, GA 30005 our public disclosure have been included as exhibits our public disclosure have been included as exhibits our public disclosure have been included as exhibits CERTIFICATIONS year ended December 31, 2014 filed with the SEC. year ended December 31, 2014 filed with the SEC. year ended December 31, 2014 filed with the SEC. CERTIFICATIONS to its Annual Report on Form 10-K for the fiscal to its Annual Report on Form 10-K for the fiscal to its Annual Report on Form 10-K for the fiscal 866.548.6569 866.548.6569 CERTIFICATIONS CERTIFICATIONS year ended December 31, 2014 filed with the SEC. year ended December 31, 2014 filed with the SEC. year ended December 31, 2014 filed with the SEC. or via email to investors@neenah.com or via email to investors@neenah.com Neenah has included as exhibits to its Annual Report on our public disclosure have been included as exhibits our public disclosure have been included as exhibits CERTIFICATIONS CERTIFICATIONS our public disclosure have been included as exhibits Certifications of Neenah’s Chief Executive Officer Certifications of Neenah’s Chief Executive Officer Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report and Chief Financial Officer regarding the quality of and Chief Financial Officer regarding the quality of Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report our public disclosure have been included as exhibits our public disclosure have been included as exhibits the quality of our public disclosure. to its Annual Report on Form 10-K for the fiscal to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC. year ended December 31, 2014 filed with the SEC. 5 Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2013 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2015 Annual Report Weight 1.48% 3.41% 5.11% 10.29% 8.16% 7.02% 4.41% 8.82% 2.96% 4.30% 38.42% 5.61% 11013.1 2007 2007 2007 $100 $120 $116 $94 $113 $231 $150 $148 $151 $112 $135 $100 $100 $100 $332 $156 $147 12/31/2010 12/31/2015 CAGR 28.5% 7.7% 4.0% 108 55 118 107 91 137 138 66 79 96 132 116 228 84 150 127 100 135 180 78 92 135 159 112 224 97 227 146 175 180 228 67 159 239 126 127 297 73 168 151 116 93 293 54 120 203 104 79 204 109 242 172 134 145 244 74 129 197 134 160 NP IYBBK Russell 2000 Value (TR) Quaker Chemical Corp. Rayonier, Inc. Tredegar Corp. 163.1 375.4 562.7 1133.8 898.8 773.6 485.8 971.5 325.7 474.0 4231.3 617.3 12/31/10 12/30/11 12/31/12 12/31/13 12/31/14 12/31/15 $351 $145 $121 AEP Industries, Inc. OMNOVA Solutions, Inc. P.H. Glatfelter Co. Schweitzer Mauduit International, Inc. CLEARWATER PAPER CORPORATION INNOPHOS HOLDINGS INC Innospec, Inc. Kraton Performance Polymers, Inc. Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. TRADEMARKS TRADEMARKS TRADEMARKS Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks TRADEMARKS TRADEMARKS TRADEMARKS of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks of Crane & Co. Inc. of Crane & Co. Inc. of Crane & Co. Inc. of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark of Crane & Co. Inc. of Crane & Co. Inc. of Crane & Co. Inc. STOCK EXCHANGE STOCK EXCHANGE STOCK EXCHANGE TRADEMARKS TRADEMARKS Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the TRADEMARKS STOCK EXCHANGE STOCK EXCHANGE STOCK EXCHANGE TRADEMARKS Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the Neenah Paper’s common stock is traded on the Brand names mentioned in this report are trademarks of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark TRADEMARKS TRADEMARKS New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. New York Stock Exchange under the symbol NP. of Neenah Paper, Inc. Crane is a registered trademark INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM of Crane & Co. Inc. of Crane & Co. Inc. of Crane & Co. Inc. Brand names mentioned in this report are trademarks Brand names mentioned in this report are trademarks of Crane & Co. Inc. Deloitte & Touche LLP Deloitte & Touche LLP Deloitte & Touche LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM of Neenah Paper, Inc. Crane is a registered trademark of Neenah Paper, Inc. Crane is a registered trademark Compensation Group STOCK EXCHANGE STOCK EXCHANGE 191 Peachtree Street 191 Peachtree Street 191 Peachtree Street STOCK EXCHANGE Deloitte & Touche LLP Deloitte & Touche LLP Deloitte & Touche LLP Start of Crane & Co. Inc. of Crane & Co. Inc. STOCK EXCHANGE End Suite 1500 Suite 1500 Suite 1500 191 Peachtree Street 191 Peachtree Street 191 Peachtree Street Neenah Paper, Inc. Atlanta, GA 30303 Atlanta, GA 30303 Atlanta, GA 30303 STOCK EXCHANGE STOCK EXCHANGE Suite 1500 Suite 1500 Suite 1500 Peer Group Average Atlanta, GA 30303 Atlanta, GA 30303 Atlanta, GA 30303 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Mkt Cap @ Start COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* 1 aepi 100 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP Deloitte & Touche LLP Deloitte & Touche LLP 2 omn 100 Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group 3 glt 100 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Deloitte & Touche LLP 4 swm 100 191 Peachtree Street 191 Peachtree Street 191 Peachtree Street INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 5 clw 100 Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group $180 $180 $180 191 Peachtree Street 6 iphs 100 Suite 1500 Suite 1500 Suite 1500 7 iosp 100 Deloitte & Touche LLP Deloitte & Touche LLP 8 kra 100 $160 $160 $160 Suite 1500 $180 $180 $180 Atlanta, GA 30303 Atlanta, GA 30303 9 merc Mercer International, Inc. 100 Atlanta, GA 30303 191 Peachtree Street 191 Peachtree Street 10 kwr 100 $140 Atlanta, GA 30303 $140 $140 11 ryn 100 $160 $160 $160 Suite 1500 Suite 1500 12 tg 101 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* $120 $120 $120 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* $140 $140 $140 Atlanta, GA 30303 Atlanta, GA 30303 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Avg Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group $100 $100 $120 $120 Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group $400 $400 $80 $80 $80 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* $100 $100 $100 $180 $180 $180 $350 Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group $60 $60 $60 $350 $80 $80 $80 $160 $160 $160 $40 $40 $40 $300 $60 $60 $60 $140 $300 $140 $180 $180 $140 $20 $20 $20 $40 $40 $40 $120 $120 $160 $160 $250 $250 $120 $0 $0 $0 $20 $20 $20 $100 $100 $140 $140 $200 $200 $100 $0 $0 $0 $80 $80 $120 $120 $150 $80 $150 2008 2008 2008 2007 2007 2007 $60 Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. $60 $100 $100 $60 Russell 2000 Value Russell 2000 Value Russell 2000 Value $100 $100 $40 $40 $80 $80 Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., $40 $ 50 Russell 2000 Value Russell 2000 Value Russell 2000 Value CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and $20 $50 $20 $60 $60 Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., $20 $0 $0 $0 CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and $40 $40 Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso $0 12/31/15 12/31/12 12/31/10 $0 2012 Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Paper Corp. and Wausau Paper Corp. The peer group average is weighted Paper Corp. and Wausau Paper Corp. The peer group average is weighted Paper Corp. and Wausau Paper Corp. The peer group average is weighted 2009 2008 2012 $20 $20 Russell 2000 Value (TR) Neenah Paper, Inc. Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso by market capitalization. by market capitalization. by market capitalization. 2009 Paper Corp. and Wausau Paper Corp. The peer group average is weighted Paper Corp. and Wausau Paper Corp. The peer group average is weighted Paper Corp. and Wausau Paper Corp. The peer group average is weighted $0 $0 Neenah Paper, Inc. Neenah Paper, Inc. Neenah Paper, Inc. * $100 invested on December 31, 2009 in stock or index, including * $100 invested on December 31, 2009 in stock or index, including * $100 invested on December 31, 2009 in stock or index, including by market capitalization. by market capitalization. by market capitalization. Russell 2000 Value 2009 2009 2011 2011 2008 2008 2012 2012 Russell 2000 Value Neenah Paper, Inc. Russell 2000 Value reinvestment of dividends. reinvestment of dividends. reinvestment of dividends. Peer Group: AEP Industries Inc., Buckeye Technologies Inc., Peer Group: AEP Industries, Inc., OMNOVA Solutions, Inc., P.H. Glatfelter Co., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Russell 2000 Value Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., * $100 invested on December 31, 2009 in stock or index, including * $100 invested on December 31, 2009 in stock or index, including * $100 invested on December 31, 2009 in stock or index, including CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and Schweitzer Mauduit International, Inc., CLEARWATER PAPER CORPORATION, CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and reinvestment of dividends. reinvestment of dividends. reinvestment of dividends. Neenah Paper, Inc. Neenah Paper, Inc. STOCK PRICE PERFORMANCE STOCK PRICE PERFORMANCE Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., INNOPHOS HOLDINGS INC., Innospec, Inc., Kraton Performance Polymers, Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Russell 2000 Value Russell 2000 Value Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Mercer International, Inc., Quaker Chemical Corp., Rayonier, Inc., Tredegar Corp. Polypore International, Inc., SWM, Verso Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Paper Corp. and Wausau Paper Polypore International, Inc., SWM, Verso Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., Year Year Year Year Year STOCK PRICE PERFORMANCE Paper Corp. and Wausau Paper Corp. The peer group average is weighted The peer group average is weighted by market capitalization. Corp. The peer group average is weighted by market capitalization. Polypore International, Inc., SWM, Verso Corp. The peer group average is weighted by market capitalization. CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and Neenah Neenah Neenah by market capitalization. Corp. The peer group average is weighted by market capitalization. on Year on Year on Year on Year on Year on Year Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Year Year Year Year Year Year Paper, Inc. Paper, Inc. Paper, Inc. * $100 invested on December 31, 2010 in stock or index, including * $100 invested on December 31, 2010 in stock or index, including Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso * $100 invested on December 31, 2009 in stock or index, including Neenah Neenah Neenah % Change % Change % Change % Change % Change % Change on Year on Year on Year on Year on Year on Year reinvestment of dividends. * $100 invested on December 31, 2010 in stock or index, including reinvestment of dividends. Paper Corp. and Wausau Paper Corp. The peer group average is weighted Paper Corp. and Wausau Paper Corp. The peer group average is weighted reinvestment of dividends. Paper, Inc. Paper, Inc. Paper, Inc. reinvestment of dividends. by market capitalization. by market capitalization. Value Value Value % Change % Change % Change 32% 1,491.42 2013 32% 32% 1,491.42 2013 1,491.42 2013 STOCK PRICE PERFORMANCE STOCK PRICE PERFORMANCE STOCK PRICE PERFORMANCE * $100 invested on December 31, 2009 in stock or index, including * $100 invested on December 31, 2009 in stock or index, including STOCK PRICE PERFORMANCE reinvestment of dividends. reinvestment of dividends. 2012 2012 2012 32% 32% 32% 1,491.42 2013 2013 2013 1,491.42 1,491.42 15% 1,130.98 15% 1,130.98 15% 1,130.98 Year Year Russell Year Russell Russell Year Russell 2012 2012 2012 2000 -7% 979.25 on Year -7% 979.25 -7% 979.25 2011 2011 2011 15% 1,130.98 15% 1,130.98 15% 1,130.98 2000 2000 on Year on Year STOCK PRICE PERFORMANCE STOCK PRICE PERFORMANCE 2000 Value on Year % Change Value % Change Value -7% 979.25 -7% 979.25 -7% 979.25 22% 1,058.10 22% 1,058.10 22% 1,058.10 Value % Change % Change Year Year Russell Russell 2000 2000 1,058.10 1,058.10 1,058.10 2010 2010 2010 1,491.42 2013 1,380.60 2015 2015 1,380.60 1,380.60 2015 2013 1,491.42 1491.42 2013 1,491.42 2013 Value Value 2012 1,523.45 2014 1,523.45 2014 1,523.45 2014 1,130.98 2012 1,130.98 2012 1130.98 2012 1,130.98 of the year indicated. of the year indicated. of the year indicated. 979.25 2011 1,491.42 2013 1,491.42 2013 979.25 2011 979.25 2011 979.25 2011 of the year indicated. of the year indicated. of the year indicated. 2012 2012 1,058.10 1,130.98 1,130.98 2010 1,058.10 2010 1,058.10 2010 1,058.10 2010 979.25 979.25 2011 2011 1,523.45 2014 1,523.45 2014 865.82 2009 1,523.45 2014 1,058.10 1,058.10 2010 2010 of the year indicated. of the year indicated. of the year indicated. 1,523.45 1,523.45 2014 2014 of the year indicated. Neenah Neenah $22.32 $22.32 $22.32 $28.47 $28.47 $28.47 Neenah Paper, Inc. Neenah Paper, Inc Paper, Inc $22.32 $22.32 $22.32 $19.68 $19.68 $19.68 Paper, Inc Neenah Neenah $19.68 $19.68 $19.68 $42.77 $62.43 $62.43 $62.43 $42.77 $42.77 Paper, Inc. Paper, Inc. $42.77 $60.27 $60.27 $60.27 $28.47 $28.47 $28.47 $28.47 $22.32 $42.77 $42.77 $22.32 $22.32 $22.32 $19.68 $28.47 $28.47 $19.68 $19.68 $19.68 $22.32 $22.32 $60.27 $60.27 $13.95 $60.27 $19.68 $19.68 Year STOCK PRICE PERFORMANCE STOCK PRICE PERFORMANCE Russell Russell Russell 2000 2000 2000 Russell Russell Russell Value Value Value 2000 2000 2000 on Year on Year 41% 41% 41% 50% 4% 4% 4% 50% 50% 50% % Change % Change 41% 41% 41% 28% 28% 28% 28% 13% 50% 50% 13% 13% 13% 41% 28% 28% 41% 41% 41% 13% 13% 41% 41% 58% 41% 41% 41% on Year on Year 22% 22% 22% 32% -9% -9% -9% 32% 32% 32% % Change % Change 2% 2% 2% 15% 15% 15% 15% -7% 32% 32% -7% -7% -7% 22% 15% 15% 22% 22% 22% -7% -7% 2% 2% 18% 2% 22% 22% 50% 50% 50% 28% 28% 28% Year Year Year Year 13% on Year 13% 13% 28% 28% 28% on Year on Year on Year % Change % Change 13% 13% 13% 41% 41% 41% % Change % Change Year Year Paper Corp. and Wausau Paper Paper Corp. and Wausau Paper STOCK PRICE PERFORMANCE % Change % Change % Change 50% 50% 50% 2014 2011 Peer Group Average 2011 $42.77 $42.77 $42.77 $28.47 $28.47 $28.47 $42.77 $42.77 $42.77 2011 2011 2011 2010 2010 2010 $60.27 $60.27 2013 2010 2010 2011 2008 2008 2010 2007 2007 2015 2012 2012 41% 41% 2% 2% 12/31/13 2010 2011 2011 2010 2010 2009 2009 2012 2012 2007 2007 2010 2010 2007 2012 2011 2011 2012 2011 2011 2011 2012 2008 2010 2010 2008 2010 2008 2010 2009 2009 2009 2009 2009 2012 12/30/11 12/31/14 of the year indicated. of the year indicated. LEADERSHIP S H A R E H O L D E R INFORMATION EXECUTIVE TEAM BOARD OF DIRECTORS John P. O’Donnell President and Margaret S. Dano Former Vice President, Honeywell International Inc., Worldwide Operations of Garrett Engine Boosting Systems Bonnie C. Lind Senior Vice President, Sean T. Erwin Chairman of the Board, Former President and and Treasurer Neenah Paper, Inc. Steven S. Heinrichs Senior Vice President, General Counsel and Secretary Edward Grzedzinski Former Chief Executive Information Systems Timothy S. Lucas, CPA Independent Consultant, Lucas Financial Reporting and Former Director of Research, FASB Julie A. Schertell Senior Vice President, President Fine Paper and Packaging Armin Schwinn Managing Director, Neenah Germany CORPORATE HEADQUARTERS Neenah Paper, Inc. 3460 Preston Ridge Road Suite 600 John F. McGovern Alpharetta, GA 30005 678.566.6500 www.neenah.com Partner, Aurora Capital LLC and Former Executive Vice President and ANNUAL MEETING OF SHAREHOLDERS The 2015 annual meeting of the shareholders of Neenah Paper, Inc. will be held Thursday, May 21, 2015 at 10:00 a.m., Eastern time at Neenah’s headquarters in Alpharetta, Georgia. Philip C. Moore As of February 28, 2015, Neenah had approximately Senior Vice President, Deputy General Counsel and Corporate Secretary, TD Bank Group TRADEMARKS Brand names mentioned in this report are trademarks of Neenah Paper, Inc. Crane is a registered trademark of Crane & Co. Inc. STOCK EXCHANGE Neenah Paper’s common stock is traded on the New York Stock Exchange under the symbol NP. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP 191 Peachtree Street Suite 1500 Atlanta, GA 30303 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Among Neenah Paper, Inc., the Russell 2000 Value Index and a Peer Group John P. O’Donnell REGISTRAR AND TRANSFER AGENT Computershare P.O. Box 30170 College Station, TX 77842 Contact Center: Toll Free U.S. and Canada: 877-498-8847 TDD for hearing impaired: 800-231-5469 Foreign Shareowners: 201-680-6578 TDD Foreign Shareowners: 201-680-6610 www.computershare.com/investor Neenah Paper, Inc. President and , FINANCIAL AND OTHER COMPANY INFORMATION Stephen M. Wood, Ph.D. Former President and FiberVisions Corporation Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, is available on our website at www.neenah.com. In addition, financial reports, recent filings with the Securities and Exchange Commision (SEC), news releases and other information are available on our website. For a printed copy of our Form 10-K and Annual Report materials, without charge, please contact: Neenah Paper, Inc. Attn: Stockholder Services 3460 Preston Ridge Road Suite 600 Alpharetta, GA 30005 866.548.6569 or via email to investors@neenah.com CERTIFICATIONS Certifications of Neenah’s Chief Executive Officer and Chief Financial Officer regarding the quality of our public disclosure have been included as exhibits to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC. Neenah Paper, Inc. 2015 Annual Report Neenah Paper, Inc. 2013 Annual Report $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 2007 2008 2009 2010 2011 2012 Neenah Paper, Inc. Russell 2000 Value Peer Group: AEP Industries Inc., Boise Inc., Buckeye Technologies Inc., CSS Industries, Inc., P.H. Glatfelter Company, KapStone Paper and Packaging Corporation, Minerals Technologies Inc., OMNOVA Solutions Inc., Polypore International, Inc., Schweitzer-Mauduit International, Inc., Verso Paper Corp. and Wausau Paper Corp. The peer group average is weighted by market capitalization. * $100 invested on December 31, 2009 in stock or index, including reinvestment of dividends. STOCK PRICE PERFORMANCE Russell 2000 Value Year on Year % Change Neenah Paper, Inc. Year on Year % Change 1,491.42 32% $42.77 50% 2013 2012 2011 1,130.98 979.25 2010 1,058.10 2014 1,523.45 of the year indicated. 15% -7% 22% 2% $28.47 $22.32 $19.68 $60.27 28% 13% 41% 41% NEENAH PAPER, INC. 2013 ANNUAL REPORT 5 

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