Neenah Annual Report 2015

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FY2015 Annual Report · Neenah

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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)

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

$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)

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

 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 %

$107.9

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%

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

% 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

0.02

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%

18%

15%

% Change

2015 vs. 2014

23%

CAGR 2011-2015

18%

13%

-2%

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

$1.20

$1.32

$1.20

$1.32

$1.02

2015 vs. 2014

23%

CAGR 2011-2015

18%

13%

-2%

•

18%

$0.70

17%

15%

$0.44 $0.48
OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS:

$0.44 $0.48

0.5

for high-end traditional / digital printing for graphic imaging needs,
such as business identification, marketing and promotional materials
and writing papers

for specialized uses such as upscale packaging and labels

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

0.5

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

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

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

market

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

Net Sales (Dollars in millions)

Operating

Adj. EBIT Margins

$428
6%

14%

$436

14%

Adj. EBIT

Adj. EPS

445

440

435

430

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

18.0%

for acquisition

for acquisition
15%
integration

integration

and other one-

17.0%

16.0%

15.0%

14.0%

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

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.

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

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

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

Our Performance Materials portfolio includes saturated

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

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—

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

in improving our supply chain capabilities and adding

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.

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

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.

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

more effective partner to our customers.

to enhance shareholder value. Our total shareholder

return for the past year was 30%, anchored by a

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

•

•
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

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

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31OCT201109101132

NOTICE OF 2016 ANNUAL MEETING
AND
PROXY STATEMENT

NOTICE OF 2013 ANNUAL MEETING
AND
PROXY STATEMENT

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April 11, 2016

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

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:

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• 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

• 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,

15MAR201217460616

JOHN P. O’DONNELL
President and Chief Executive Officer

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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

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.

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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 .

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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

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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.

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• 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.

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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.

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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.

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(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

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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.

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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

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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

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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.

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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
X
Chair*
X
Chair*

X
Chair*

Nominating and Corporate
Governance Committee
Nominating and Corporate
Nominating and Corporate
Governance Committee
Governance Committee
X
X

Compensation Committee

X
X

9
9

Chair
Chair
X
X
4
4

Chair

X
X
X
Chair
X
Chair

5
5

X
X
Chair

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*

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
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.

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
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• 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

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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.

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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.’’

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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

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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

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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.

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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.

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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

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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

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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.

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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.

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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%

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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

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(‘‘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%

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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
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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

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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

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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) . . . . . . . . . . .

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

10.3%

200%

Free Cash Flow as % of Sales . . . . . . . .

5.5%

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%

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.

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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.

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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.

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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

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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.

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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.

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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
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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.

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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
(#)

(#)

($)

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.

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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
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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

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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.

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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.

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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

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

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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

$ 103,906

$(23,009)

423,252

$ 22,614

$ (1,240)

161,367

22,818

$(1,699)

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

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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.

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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

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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

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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.

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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.

Neenah Paper Inc DEF 14A

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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

Neenah Paper Inc DEF 14A

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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:

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.

(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

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

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)

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

(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

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.

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.

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.’’

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

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

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.

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

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.

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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.

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.

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

F
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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.

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.

Employee and Labor Relations

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

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.

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

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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.

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

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.

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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.

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.

2010

2011

2012

2010

2011

2012

$565.1

$610.7

$657.7

$808.8

December 31,

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.

F
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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.

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

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

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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.

•
•
•
•
•
•
•
•
•
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

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)

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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)

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

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.

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

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:

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.

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;

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

•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

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

Leased

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

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

Leased

Printing and specialty paper board

Durable printing and specialty paper

(1) We ceased manufacturing operations at the Fitchburg, Massachusetts mill acquired in the FiberMark Acquisition in December 2015.

•
•
•
(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

$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

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

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.

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

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)

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
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.

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) . . . . . . . . . . . . . . .

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)

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
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.

•
•
•
•
•
•
•
•
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

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

F
o
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m
1
0
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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

2014

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.

•
•
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

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)

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
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m
1
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•
•

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.

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

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.

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.

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.

•
•
•
•
•
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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 . . . . . . . . . . . . . . . . . . . . . . . . .

Common Stock — $0.01 Par Value
Preferred Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

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

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.

•
•
•
•
•
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

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)

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

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.

•
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

$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.

F
o
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m
1
0
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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.

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

$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

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

F
o
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m
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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.

Foreign Currency Risk

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

F
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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.

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

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

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:

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

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)

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
o
r
m
1
0
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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.

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

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

F
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1
0
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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.

(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

Total Assets
EXCHANGE ACT OF 1934
United States
Canada
Europe

Financial Statement schedule

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
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m
1
0
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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

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)

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.

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).

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*

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).

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

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

F
o
r
m
1
0
-
K

Exhibit
Number

10.27

10.28

10.29

10.30

10.31

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.

See Item 15(a) (2) above

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

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

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.

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

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.

F
o
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m
1
0
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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

2011

2012

2011

$565.1

$657.7

$696.0

$808.8

$610.7

December 31,

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

/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

$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.

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)

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
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1
0
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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

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)

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)

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
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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

Common Stock

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

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
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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

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)

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

Note 2. Summary of Significant Accounting Policies (Continued)

Year Ended December 31,

2012

2011

2010

2011

2012

$696.0

$808.8

$606.7

$565.1

$610.7

Inventories

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

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,

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

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

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:

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

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•
•
•
•
•

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

•
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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

Net

2011

2013

2014

2015

Pretax

$696.0

$808.8
Net

December 31,

$657.7
Net

5.1
—
to

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)

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
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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

Note 2. Summary of Significant Accounting Policies (Continued)

Year Ended December 31,

2012

2011

2010

2011

2012

$610.7

$565.1

$696.0

$808.8

December 31,

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)

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

Year Ended December 31,

Note 3. Acquisitions (Continued)

2012

2011

2010

2011

2012

$657.7

$696.0

$808.8

December 31,

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

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
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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

$ 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:

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

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)

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
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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

2014

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

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)

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
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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

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

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
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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

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

2011

2012

$606.7

$610.7

$696.0

$808.8

December 31,

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

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
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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

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

Total

2012

2010

2016

2017

2019

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