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  • 10-K (Mar 16, 2010)
  • 10-K (Mar 13, 2009)

 
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GLATFELTER 10-K 2011
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2010
or
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from          to
 
Commission file number 1-03560
 
     
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
  23-0628360
(IRS Employer Identification No.)
96 South George Street, Suite 500
York, Pennsylvania 17401
(Address of principal executive offices)
  (717) 225-4711
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on which registered
 
Common Stock, par value $.01 per share   New York Stock Exchange
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ.
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes o     No þ.
 
Based on the closing price as of June 30, 2010, the aggregate market value of the Common Stock of the Registrant held by non-affiliates was $490.7 million.
 
Common Stock outstanding on March 11, 2011 totaled 45,999,846 shares.
 
 
Portions of the following documents are incorporated by reference in this Annual Report on Form 10-K:
 
Proxy Statement to be dated on or about March 30, 2011 (Part III).
 


 

 
P. H. GLATFELTER COMPANY
ANNUAL REPORT ON FORM 10-K
For the Year Ended

DECEMBER 31, 2010
 
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 EXHIBIT 10(P)
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 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 


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ITEM 1   BUSINESS
 
Overview  Glatfelter began operations in 1864 and we believe we are one of the world’s leading manufacturers of specialty papers and fiber-based engineered materials. Headquartered in York, Pennsylvania, we own and operate manufacturing facilities located in Pennsylvania, Ohio, Canada, Germany, the United Kingdom, France, and the Philippines.
 
Acquisitions  Over the past several years we completed the following acquisitions:
 
                           
          Est.
       
          Annual
  Business
  Primary
  Dollars in millions   Date     Revenue(1)   Unit   Products
 
 
                           
Location
                         
                           
Canada and Germany
    Feb ’10       $ 203.0     Advanced Airlaid
Materials
  Airlaid non-woven
for feminine
hygiene, adult
incontinence and other
                           
Wales
    Nov ’07         53.4     Composite Fibers   Metallized
                           
Ohio
    Apr ’06         440.0     Specialty Papers   Carbonless & forms
                           
England
    Mar ’06         75.0     Composite Fibers   Tea & coffee filter papers
 
 
 
(1) Represents annual revenue prior to acquisition.
 
These strategic acquisitions significantly increased our revenues and provided us with additional operating scale, increased production capacity, and an expansion of our geographic reach.
 
Products  Our three business units manufacture, both domestically and internationally, a wide array of specialty papers and fiber-based engineered materials including:
 
  •  Specialty Papers with revenues earned from the sale of carbonless papers and forms, book publishing, envelope & converting, and engineered products;
 
  •  Composite Fibers with revenue from the sale of food & beverage filtration papers, metallized papers, composite laminates used for decorative furniture and flooring applications, and technical specialties; and
 
  •  Advanced Airlaid Materials with revenue from the sale of airlaid non-woven fabric-like materials used in feminine hygiene products, adult incontinence products, cleaning pads and wipes, food pads, napkins and tablecloths, and baby wipes.
 
Our Business Units  Since completing the acquisition of Concert Industries Corp. (“Concert”) on February 12, 2010, we now manage our company as three distinct business units: (i) Specialty Papers; (ii) Composite Fibers; and (iii) Advanced Airlaid Materials. Consolidated net sales and the relative net sales contribution of each of our business units for the past three years are summarized below:
 
                               
  Dollars in thousands   2010     2009   2008    
 
                               
Net sales
  $ 1,455,331       $ 1,184,010     $ 1,263,850      
                               
Business unit contribution
                             
                               
Specialty Papers
    57.9 %       66.9 %     66.0 %    
                               
Composite Fibers
    28.8         33.1       34.0      
                               
Advanced Airlaid Materials
    13.3                    
                               
                               
Total
    100.0 %       100.0 %     100.0 %    
                               
 
Net tons sold by each business unit for the past three years were as follows:
 
                               
    2010     2009   2008    
 
                               
Specialty Papers
    764,670         738,841       743,755      
                               
Composite Fibers
    90,350         80,064       85,599      
                               
Advanced Airlaid Materials
    72,833                    
                               
                               
Total
    927,853         818,905       829,354      
                               
 
Specialty Papers  Our North America-based Specialty Papers business unit focuses on producing papers for the following markets:
 
  •  Carbonless & forms papers for credit card receipts, multi-part forms, security papers and other end-user applications;
 
  •  Book publishing papers for the production of high quality hardbound books and other book publishing needs;
 
  •  Envelope and converting papers for the direct mail market, shopping bags, and other converting applications; and
 
  •  Engineered products for digital imaging, transfer, casting, release, postal, playing card, FDA-compliant food and beverage applications, and other niche specialty applications.
 
The market segments in which Specialty Papers competes have undergone significant and rapid consolidation over the past several years resulting in fewer, more globally focused producers. This includes both commodity products (comprised of envelopes and certain forms) and higher-value-added specialty products.
 
Specialty Papers’ revenue composition by market consisted of the following for the years indicated:
 
                               
  In thousands   2010     2009   2008    
 
                               
Carbonless & forms
  $ 359,033       $ 320,088     $ 338,067      
                               
Book publishing
    168,155         176,646       201,040      
                               
Envelope & converting
    157,202         146,812       138,293      
                               
Engineered products
    155,257         143,490       149,372      
                               
Other
    2,967         4,879       7,127      
                               
                               
Total
  $ 842,614       $ 791,915     $ 833,899      
                               
 
Many of the markets served by Specialty Papers are more mature and, in certain instances, declining. However, we have been successful in increasing this unit’s

Glatfelter 2010 Annual Report    1


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shipments through new product and new business development initiatives and leveraging the flexibility of our operating assets to efficiently respond to changing customer demands. During 2010, we invested approximately $10.4 million in product development activities and, in each of 2009 and 2008, we invested approximately $8.0 million. In each of the past three years, in excess of 50% of net sales were generated from products developed, enhanced or improved within the past five years.
 
We believe we are one of the leading suppliers of book publishing and carbonless papers in the United States. Although the markets for book publishing and carbonless papers in North America are declining, we have been successful in executing our strategy to replace this lost volume with products such as envelope and converting papers, forms and other products. Specialty Papers also produces paper that is converted into specialized envelopes in a wide array of colors, finishes and capabilities. This market is generally more mature and declining. However, we compete on our customer service capabilities and have grown our market share in each of the last three years.
 
Specialty Papers’ highly technical engineered products include those designed for multiple end uses, such as papers for pressure-sensitive postage stamps, greeting and playing cards, conical cups, digital imaging applications and for release paper applications. Such products comprise an array of distinct business niches that are in a continuous state of evolution. Many of these products are utilized by demanding, specialized customer and end-user applications. Some of our products are new and higher growth while others are more mature and further along in the product life cycle. Because many of these products are technically complex and involve substantial customer-supplier development collaboration, they typically command higher per ton prices and generally exhibit greater pricing stability relative to commodity grade paper products.
 
In the carbonless paper and forms market, we compete with Appleton Papers and, to a lesser extent, Nekoosa Papers, Inc. We believe we are one of the leading producers of book publishing papers and compete in these markets with, among others, Domtar and North Pacific Paper (NORPAC). In the envelope sector we compete with International Paper, Domtar and Evergreen, among others. In our Specialty Papers’ engineered products markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. We compete with specialty divisions of large companies such as, among others, International Paper, Domtar, Boise, NewPage and Sappi. Service, product performance, technological advances and product pricing are important competitive factors with respect to all our products. We believe our reputation in these areas continues to be excellent.
 
The Specialty Papers business unit operates two integrated pulp and paper making facilities with the following combined attributes:
 
                             
Uncoated
      Estimated Annual
                  Estimated
Capacity (short
  Principal Raw Material
  Quantity of PRM
  Percent of PRM
  Percent of Need Generated   Principal
  Annual
tons)   (“PRM”)   (short tons)   Purchased(1)   Steam   Electricity   Source of Fuel   Quantity
 
 
732,000
  Pulpwood   2,321,000   97%   100%   90%   Coal   610,000 tons
    Wood- and other pulps     684,500   16            Natural gas   765,000 MCF
 
 
 
(1) Represents percent purchased from unrelated third-parties.
 
The Spring Grove, Pennsylvania facility includes five uncoated paper machines that have been rebuilt and modernized from time to time. It has an off-line combi-blade coater and a Specialty Coater (“S-Coater”), which together yield a potential annual production capacity for coated paper of approximately 68,000 tons. Since uncoated paper is used in producing coated paper, this is not additional capacity. We view the S-Coater as an important asset that allows us to expand our engineered paper products business. The Spring Grove facility also includes a pulpmill that has a production capacity of approximately 650 tons of bleached pulp per day.
 
The Chillicothe, Ohio facility operates four paper machines producing uncoated and carbonless paper. This facility also includes a pulpmill that has a production capacity of approximately 955 tons of bleached pulp per day.
 
The principal raw material used to produce each facility’s pulp is pulpwood, including both hardwoods and softwoods. Hardwoods are available within a relatively short distance of our mills. Softwoods are obtained from a variety of locations including the states of Pennsylvania, Maryland, Delaware, Virginia, Kentucky, Tennessee and South Carolina. To protect our sources of pulpwood, we actively promote conservation and forest management among suppliers and woodland owners. In addition to sourcing the pulpwood in the open market, we have long-term supply contracts that provide access to timber at market prices.
 
The Spring Grove facility produces more electricity than it requires. Excess electricity was sold to the local

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power company under a long-term co-generation contract that expired on March 31, 2010. During 2010, in anticipation of the contract’s expiration, we became a member of PJM Interconnection, a federally regulated regional transmission organization that coordinates the movement and ensures reliability of wholesale electricity in its region. As a member, we are committed to providing capacity to the high-voltage electricity grid and agree to sell excess power at market prices. Accordingly, our margin earned from energy sales will be subject to market volatility associated with the price at which energy is sold together with volatility in input costs, primarily related to coal.
 
Cellulosic Biofuel Production Credits and Alternative Fuel Mixture Credits  The U.S. Internal Revenue Code (the “IRC”) provided tax credits for companies that produce cellulosic biofuel or use alternative fuel mixtures to produce energy to operate their businesses. The credits equal to $1.01 per gallon of cellulosic biofuel or $0.50 per gallon of alternative fuel contained in the mixture. In a memorandum issued in July 2010, the Internal Revenue Service issued guidance concluding that black liquor sold or used before January 1, 2010, qualifies for the cellulosic biofuel producer credit (“CBPC”) and no further certification of eligibility was needed.
 
In connection with filing our 2009 income tax return, we claimed $23.2 million, net of taxes, of CBPC for black liquor used during the period January 1, 2009 through February 19, 2009.
 
The alternative fuel mixture credit is refundable to the taxpayer. On May 11, 2009, we were notified by the Internal Revenue Service that our application to be registered as an alternative fuel mixer was approved. During 2009, we mixed and burned eligible alternative fuels for the period February 20, 2009 through December 31, 2009, and earned $107.8 million of alternative fuel mixture credits.
 
Composite Fibers  Our Composite Fibers business unit, based in Gernsbach, Germany, serves customers globally and focuses on higher-value-added products in the following markets:
 
  •  Food & Beverage paper used for tea bags and single serve coffee products;
 
  •  Metallized products used in the labeling of beer bottles, innerliners, gift wrap, self-adhesive labels and other consumer products applications;
 
  •  Composite Laminates papers used in production of decorative laminates, furniture and flooring applications; and
 
  •  Technical Specialties is a diverse line of paper products used in batteries, medical masks and other highly engineered applications.
 
We believe this business unit maintains a market leadership position in the growing tea bags and single-serve coffee products markets and the composite laminates market. Since the completion of the Caerphilly acquisition, we have the second largest market share for metallized products globally. Composite Fibers’ revenue composition by market consisted of the following for the years indicated:
 
                               
  In thousands   2010     2009   2008    
 
                               
Food & beverage
  $ 242,882       $ 233,899     $ 252,545      
                               
Metallized
    88,753         81,388       85,719      
                               
Composite laminates
    50,801         46,442       58,705      
                               
Technical specialties and other
    36,781         30,366       32,983      
                               
                               
Total
  $ 419,217       $ 392,095     $ 429,952      
                               
 
We believe many of the market segments served by Composite Fibers, particularly Food & Beverage and Metallized papers, present attractive growth opportunities by expanding into new geographic markets and by gaining market share through quality product and service offerings. Growth in these markets is driven by growing population and disposable income and changes in consumer preferences. Many of this unit’s papers are technically sophisticated. Most of the papers produced in the Composite Fibers business unit, except for metallized papers, are extremely lightweight and require very specialized fibers. Our engineering capabilities, specifically designed papermaking equipment and customer orientation position us well to compete in these global markets.
 
The Composite Fibers Business Unit is comprised of the three paper making facilities (Germany, France and the United Kingdom), metallizing operations (Wales and Germany) and a pulp mill (the Philippines) with the indicated combined attributes:
 
                                                     
            Estimated
                   
Production
          Annual
      Percent of Need   Principal
   
Capacity
      Principal Raw
  Quantity of
  Percent of
  Generated   Source of
  Approximate
(short tons)       Material (“PRM”)   PRM (short tons)   PRM Purchased(1)   Steam   Electricity   Fuel   Quantity
 
 
65,900
  Lightweight   Abaca pulp     15,500       20 %     100 %     15 %   Natural gas     1,654,000 MCF  
        Wood pulp     42,600       100                              
        Synthetic fiber     10,600       100                              
28,800
  Metallized   Base stock     30,500       100                 Natural gas     44,500 MCF  
12,500
  Abaca pulp   Abaca fiber     19,100       100                              
 
 
 
(1) Represents percent purchased from unrelated third-parties.

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Our mill in the Philippines processes abaca fiber to produce a specialized pulp. This abaca pulp production process provides a unique advantage by supplying a key raw material in pulped form used by our Composite Fibers business unit. In the event the supply of abaca fiber becomes constrained or should production demands exceed capacity from the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands. In addition, events may arise from the relatively unstable political and economic environment in which the Philippine facility operates that could interrupt the production of abaca pulp. Management periodically evaluates the availability of abaca pulp for our Composite Fibers business unit. Any extended interruption of the Philippine operation could have a material impact on our consolidated financial position and/or results of operations. We target to have approximately one month of fiber supply in stock and one month of fiber supply at sea available to us. In addition, we have established contingency plans for alternative sources of abaca pulp. However, the cost of obtaining abaca pulp from such alternative sources, if available, would likely be much higher.
 
In Composite Fibers’ markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. We believe we have leading market positions for paper used in tea bags and single serve coffee products and compete with companies such as Ahlstrom and Purico. In composite laminates we compete with PdM, a division of Schweitzer-Maudit, Purico and MB Papeles and for metallized products, competitors include Vacumet, AR Metallizing, Amsterdam Metallized Products, and Protec.
 
Advanced Airlaid Materials  On February 12, 2010, we acquired Concert, which we now operate as the Advanced Airlaid Materials business unit. Founded in 1993, Concert is a leading global supplier of highly absorbent cellulose-based airlaid non-woven materials used to manufacture a diverse range of consumer and industrial products for growing global end-use markets. These products include:
 
  •  feminine hygiene;
 
  •  adult incontinence;
 
  •  home care such as specialty wipes;
 
  •  table top and towels; and
 
  •  food pads and other.
 
This acquisition affords us the opportunity to grow with our customers who are industry leading consumer product companies for feminine hygiene and adult incontinence products. Advanced Airlaid Materials holds leading market share positions in the markets it serves, excels in building long-term customer relationships through superior quality and customer service programs, and has a well-earned reputation for innovation and its ability to quickly bring new products to market. Its customers are within close proximity to its facilities, and include multinational blue-chip consumer product companies.
 
Sales of feminine hygiene product material accounted for 81% of Advanced Airlaid Material’s revenue in 2010. These markets are considered to be more growth oriented in certain geographic regions driven by population growth, consumer preferences and suppliers’ ability to provide innovative products. In developing markets, demand is also influenced by increases in disposable income and cultural preferences.
 
The Advanced Airlaid Materials business unit operates two facilities with the following combined attributes:
 
                 
        Estimated Annual
Production Capacity
  Principal Raw
  Quantity of PRM
(short tons)   Material   (short tons)
 
 
                 
  102,300     Fluff pulp     68,200  
 
 
 
Advanced Airlaid Materials operates state-of-the-art facilities in Gatineau, Quebec, Canada and Falkenhagen, Germany. The Gatineau location consists of two airlaid production lines employing multi-bonded and thermal airlaid techniques and a single-lane festooner. The Falkenhagen location operates three multi-bonded production lines and three single-lane festooners.
 
Prior to our acquisition of Concert, approximately $80 million was invested by its previous owners to install a new line at the Falkenhagen facility. The new line, which successfully commenced commercial production during the fourth quarter of 2009, increased annual rated capacity by 19,400 tons, a 27% increase in the business unit’s capacity. A significant portion of this unit’s capacity is under contract through 2013.
 
Advanced Airlaid Materials is a technology and product innovation leader in technically demanding segments of the airlaid market, most notably feminine hygiene. We believe that its facilities are among the most modern and flexible airlaid facilities in the world, which allow it to produce at industry leading operating rates. Its proprietary single-lane rotary festooning technology, which was developed in 2002, provides customers with product packaged for efficient use. Advanced Airlaid Materials has leading market positions in feminine hygiene and adult incontinence products, food pads and specialty wipes. This business unit’s in-house technical product and process expertise, festooning capabilities and

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rigorous customer requirements create large barriers to entry for new entrants.
 
The airlaid industry is made up of a few large producers, including Buckeye Technologies Inc., Georgia-Pacific LLC, Duni AB, Fiberweb Plc., and us.
 
Additional financial information for each of our business units is included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 8 – Financial Statements and Supplementary Data, Note 21.
 
Our Business Strategy  Our vision is to become the global supplier of choice in specialty papers and engineered products. We are continuously developing and refining our strategies to strengthen our business and position it for the future. Execution of our strategies is dependent on our customer relationships, technology, operational flexibility and our new product development efforts.
 
Our strategy includes maintaining and expanding market leading positions in global growth markets, focusing on specialization and innovation, in part, through new product development, driving efficiencies and cost reduction through ongoing continuous improvement initiatives and maintaining our focus on maximizing cash flow. With respect to each business unit, our strategy includes:
 
Specialty Papers  The North American uncoated free sheet market has been challenged by a supply and demand imbalance, particularly for commodity-like products. While the industry has narrowed the supply-demand gap by eliminating capacity, the imbalance continues. To be successful in the current market environment, our strategy is focused on:
 
  •  leveraging our flexible operating platform to optimize product mix by shifting production among facilities to more closely match output with changing demand trends;
 
  •  employing our new product and business development capabilities to meet changing customer demands and ensure optimal utilization of capacity;
 
  •  utilizing ongoing continuous improvement methodologies to ensure operational efficiencies; and
 
  •  maintaining superior customer service.
 
Composite Fibers  The markets served by this business unit are characterized by long-term growth opportunities. To take advantage of this, our strategy is focused on:
 
  •  capturing world-wide growth in Composite Fibers’ core markets of food & beverage, composite laminates and metallized papers;
 
  •  enhancing product mix across all of the business unit’s markets by utilizing new product development capabilities; and
 
  •  implementing continuous improvement methodologies to increase productivity, reduce costs and expand capacity.
 
Advanced Airlaid Material  The markets served by this business unit are characterized by attractive growth opportunities. To take advantage of this, our strategy is focused on:
 
  •  maintaining and expanding relationships with customers that are market-leading consumer product companies;
 
  •  expanding geographic reach of markets served;
 
  •  more fully utilizing and maximizing production capacity;
 
  •  employing continuous improvement methodologies and initiatives to reduce costs and improve efficiencies; and
 
  •  furthering our product innovation capabilities.
 
Balance Sheet  We are focused on prudent financial management and the maintenance of a conservative capital structure. By aggressively managing working capital to maximize cash flow from operations, making disciplined capital expenditure decisions and, as opportunities warrant, monetizing the value of our timberland assets, we are able to maintain a strong balance sheet, thereby preserving the flexibility to pursue strategic opportunities that will benefit our shareholders.
 
Acquisitions – We have a demonstrated ability to establish leading market positions through the successful acquisition and integration of complementary businesses. Since 2006, we have successfully completed and integrated four acquisitions. In February 2010, we further diversified our global footprint with the Concert acquisition, a technology and product innovation leader in technically demanding segments of the airlaid market, most notably feminine hygiene. We expect this acquisition will enable us to grow with our customers who are industry leading consumer products companies for feminine hygiene and adult incontinence products and complements our long-term strategy of driving growth in our markets in part through acquisitions.

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Concentration of Customers  For each of the past three years, no single customer represented more than 10% of our consolidated net sales. However, as discussed in Item 1A Risk Factors, one customer accounted for the majority of Advanced Airlaid Materials net sales in 2010.
 
Capital Expenditures  Our business is capital intensive and requires extensive expenditures for new and enhanced equipment. These capital investments are necessary for environmental compliance, normal upgrades or replacements, business strategy and research and development. For 2011, we expect capital expenditures to total approximately $60 million to $65 million.
 
Environmental Matters  We are subject to laws and regulations which operate to protect the environment as well as human health and safety. We have, at various times, incurred significant costs to comply with those regulations, as new regulations are developed or regulatory priorities change. Currently, we anticipate that we could incur material capital and operating costs to comply with several air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT). Although we are in the process of analyzing the potential impact of these requirements, compliance could require significant capital expenditures. For a discussion of other environmental matters, see Item 8 – Financial Statements and Supplementary Data – Note 20.
 
Employees  The following table summarizes our workforce as of December 31, 2010:
 
                                             
                Contract Period    
Location   Total   Hourly(1)   Salaried   Start   End   Union
 
 
U.S.
                                           
                                             
                                             
                                             
Corporate/Spring Grove
    969       603       366       Jan. 2011       Jan. 2014     United Steelworkers International
                                             
Chillicothe/Fremont
    1,399       1,051       348       Aug. 2009       Aug. 2012     Union and the Office and Professional
Employees International Union,
                                             
International
                                           
                                             
Gernsbach, Germany
    602       364       238       Sept. 2010       Nov. 2012     Industriegewerkschaft
Bergbau, Chemie, Energie-IG BCE
                                             
Scaër, France
    118       70       48       Nov. 2008       Nov. 2012     Confederation Generale des
Travailleurs & Force Ouvriere
                                             
Lydney, England
    283       211       72       Feb. 2011       Feb. 2012     Unite the Union
                                             
Caerphilly, Wales
    125       83       42       Jan. 2011       Jan. 2012     General Maintenance & Boiler’s
                                             
Philippines
    92       63       29       Sept. 2007       Sept. 2012     Newtech Pulp Workers Union & Federation of Democratic Labor Org.
                                             
Falkenhagen, Germany
    425       344       81       n/a       n/a     Works Council
                                             
Gatineau, Canada
    324       240       84       Jan. 2010       Dec. 2013     La fraternité inter-provinciale des
ouvriers en électricités
                                             
                              Jul. 2010       Dec. 2011     Le syndicat canadien des communications, de l’énergie et du papier
                         
                         
                                             
Total worldwide employees
    4,337       3,029       1,308                      
 
 
 
(1) Generally, the majority of the hourly employees included in the table above are covered by terms and conditions of the collective bargaining agreements with the respective labor organization indicated.
 
We consider the overall relationship with our employees to be satisfactory.
 
Available Information  On our investor relations page of our Corporate website at www.glatfelter.com we make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other related information as soon as reasonably practical after they are filed with the Securities and Exchange Commission. In addition, our website includes a Corporate Governance page consisting of, among others, our Governance Principles and Code of Business Conduct, and biographies of our Board of Directors and Executive Officers, Audit, Compensation, Finance and Nominating Committees of the Board of Directors and their respective Charters, Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter, our “whistle-blower” policy and other related material. We satisfy the disclosure requirement for any future amendments to, or waivers from, our Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on our website. We will provide a copy of the Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers, without charge, to any person who requests one, by calling (717) 225-2724.

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ITEM 1A   RISK FACTORS
 
 
Demand for our products in the markets we serve is primarily driven by demand for our customers’ products, which is often affected by general economic conditions. Downturns in our target markets could result in decreased demand for our products. In particular, our businesses may be adversely affected in the event of weak global economic conditions and by softness in targeted markets. Our results could be adversely affected if economic conditions weaken or fail to continue to improve. Also, there may be periods during which demand for our products is insufficient to enable us to operate our production facilities in an economical manner. The economic impact may cause customer insolvencies which may result in their inability to satisfy their financial obligations to us. These conditions are beyond our ability to control and may have a significant impact on our sales and results of operations.
 
In addition to fluctuations in demand for our products in the markets we serve, the markets for our products are also significantly affected by changes in industry capacity and output levels. There have been periods of supply/demand imbalance in our industry which have caused wood pulp, fluff pulp and selling prices to be volatile. The timing and magnitude of price increases or decreases in these markets have generally varied by region and by product type. A sustained period of weak demand or excess supply would likely adversely affect pulp, fluff pulp and selling prices. This could have a material adverse affect on our operating and financial results.
 
 
We require access to sufficient and reasonably priced quantities of pulpwood, purchased pulps, pulp substitutes, abaca fiber and certain other raw materials. Our Spring Grove and Chillicothe locations are vertically integrated manufacturing facilities that generate approximately 85% of their annual pulp requirements.
 
Our Philippine mill purchases abaca fiber to produce abaca pulp, which we use to manufacture our paper for tea bags and single serve coffee products at our Gernsbach, Scaër and Lydney facilities. However, at certain times in the past, the supply of abaca fiber has been constrained due to factors such as weather related damage to the source crop as well as selection by land owners of alternative uses of land in lieu of fiber producing activities.
 
Our Advanced Airlaid Materials business unit requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods. Softwood availability can be limited by many factors, including, weather in regions where softwoods are abundant.
 
The cost of many of our production materials, including petroleum based chemicals, and freight charges, are influenced by the cost of oil. In addition, coal is a principal source of fuel for both the Spring Grove and Chillicothe facilities and natural gas is used as a source of fuel for our Chillicothe facility, and the Composite Fibers and Advanced Airlaid Materials business units’ facilities. In addition, our vendors’ liquidity may be impacted by the economy creating supply shortages.
 
Although we have contractual cost pass-through arrangements with certain customers we may not be able to fully pass increased raw materials or energy costs on to all customers if the market will not bear the higher price or where existing agreements with our customers limit price increases. If price adjustments significantly trail increases in raw materials or energy prices our operating results could be adversely affected.
 
 
In recent years, the global industries in which we compete have been adversely affected by capacity exceeding the demand for products and by declining uncoated free sheet demand. As a result, steps have been taken to reduce underperforming capacity. However. slowing demand or increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income. The greater financial resources of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a competitive disadvantage.
 
Some of the factors that may adversely affect our ability to compete in the markets in which we participate include:
 
  •  the entry of new competitors into the markets we serve, including foreign producers;
 
  •  the willingness of commodity-based producers to enter our markets when they are unable to

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  compete or when demand softens in their traditional markets;
 
  •  the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;
 
  •  our failure to anticipate and respond to changing customer preferences;
 
  •  the impact of emerging electronic-based substitutes for certain of our products such as book publishing and envelope;
 
  •  the impact of replacement or disruptive technologies;
 
  •  our inability to develop new, improved or enhanced products; and
 
  •  our inability to maintain the cost efficiency of our facilities.
 
If we cannot effectively compete in the markets in which we operate, our sales and operating results would be adversely affected.
 
 
Our business strategy is market focused and includes investments in developing new products to meet the changing needs of our customers and to maintain our market share. Our success will depend in large part on our ability to develop and introduce new and enhanced products that keep pace with introductions by our competitors and changing customer preferences. If we fail to anticipate or respond adequately to these factors, we may lose opportunities for business with both current and potential customers. The success of our new product offerings will depend on several factors, including our ability to:
 
  •  anticipate and properly identify our customers’ needs and industry trends;
 
  •  price our products competitively;
 
  •  develop and commercialize new products and applications in a timely manner;
 
  •  differentiate our products from our competitors’ products; and
 
  •  invest in research and development activities efficiently.
 
Our inability to develop new products could adversely impact our business and ultimately harm our profitability.
 
 
We are subject to various environmental laws and regulations that govern our operations, including discharges into the environment, and the handling and disposal of hazardous substances and wastes. We are also subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. To comply with environmental laws and regulations, we have incurred, and will continue to incur, substantial capital and operating expenditures. We anticipate that environmental regulation of our operations will continue to become more burdensome and that capital and operating expenditures necessary to comply with environmental regulations will continue, and perhaps increase, in the future. Because environmental regulations are not consistent worldwide, our ability to compete globally may be adversely affected by capital and operating expenditures required for environmental compliance. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment, such as air and water quality, resulting from mills we operate or have operated. Potential obligations include compensation for the restoration of natural resources, personal injury and property damages.
 
Despite the December 2009 and March 2011 favorable rulings in the pending Fox River litigation, we continue to have exposure to liability for remediation and other costs related to the presence of polychlorinated biphenyls in the lower Fox River on which our former Neenah, Wisconsin mill was located. There can be no assurance that we will not be required to ultimately pay material amounts to resolve our liability in the Fox River matter. We have financial reserves for environmental matters, including the Fox River site, but we cannot be certain that those reserves will be adequate to provide for future obligations related to these matters, that our share of costs and/or damages for these matters will not exceed our available resources, or that such obligations will not have a long-term, material adverse effect on our consolidated financial position, liquidity or results of operations.
 
Our environmental issues are complicated and should be reviewed in context; please see a more detailed discussion of these matters in Item 8 – Financial Statements and Supplementary Data – Note 20.

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The Advanced Airlaid Materials business unit generates a substantial portion of its revenue from one customer serving the feminine hygiene products market, the loss of which could have a material adverse effect on our results of operations.
 
Advanced Airlaid Materials generates the majority of its net sales of feminine hygiene products in 2010 from one customer. The loss of a significant customer could have a material adverse effect on their operating results. In addition, sales in the feminine hygiene market accounted for approximately 81% of Advanced Airlaid Materials’ net sales in 2010. A decline in sales of feminine hygiene products or in sales of feminine hygiene products generally could have a material adverse effect on this unit’s operating results. Customers in the airlaid non-woven fabric material market, including the feminine hygiene market, may also switch to less expensive products or otherwise reduce demand for Advanced Airlaid Material’s products, thus reducing the size of the markets in which it currently sells its products. Any of the foregoing could result in our failing to realize the benefits of the acquisition, which could have a material adverse effect on our financial performance and business prospects.
 
Our operations may be impaired and we may be exposed to potential losses and liability as a result of natural disasters, acts of terrorism or sabotage or similar events.
 
Natural disasters, such as earthquakes, flooding or fire, and acts of terrorism or sabotage affecting our operating activities and major facilities could materially and adversely affect our operations, our operating results and financial condition. In particular, we own and operate four dams in York County, Pennsylvania that were built to ensure a steady supply of water for the operation of our paper mill in Spring Grove, Pennsylvania, which is a primary manufacturing location for our envelope papers and engineered products. Each of these dams is classified as “high hazard” by the Commonwealth of Pennsylvania because they are located in close proximity to inhabited areas and sudden failure would endanger occupants or residential, commercial or industrial structures. Failure or breach of any of the dams, including as a result of natural disaster or act of terrorism or sabotage, could cause significant personal injuries and damage to residential and commercial property downstream for which we may be liable. The failure of a dam could also be extremely disruptive and result in damage to or the shutdown of our Spring Grove mill. Any losses or liabilities incurred due to the failure of one of our dams may not be fully covered by our insurance policies or may substantially exceed the limits of our policies, and could materially and adversely affect our operating results and financial condition.
 
In addition, many of our paper making operations require a reliable and abundant supply of water. Such mills rely on a local water body or water source for their water needs and, therefore, are particularly impacted by drought conditions or other natural or manmade interruptions to its water supplies. At various times and for differing periods, each of our mills has had to modify operations due to water shortages or low flow conditions in its principal water supplies. Any interruption or curtailment of operations at any of our paper mills due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.
 
Our pulp mill in Lanao del Norte on the Island of Mindanao in the Republic of the Philippines is located along the Pacific Rim in the world’s hazard belt. By virtue of its geographic location, this mill is subject to, among other types of natural disasters, floods, droughts, cyclones, typhoons, earthquakes, windstorms and volcanic activity. Moreover, the area of Lanao del Norte has been a target of terrorist activities, including bombings, by suspected members of the al-Qaeda-linked Islamist groups in the Philippines, such as the Abu Sayyaf and the Rajah Solaiman Group and other Islamic militant groups, most notably the Moro Islamic Liberation Front. The most common bomb targets in Lanao del Norte to date have been power transmission towers. Our pulp mill in Mindanao is located in a rural portion of the island and is susceptible to attacks or power interruptions. The Mindanao mill supplies approximately 80% of the abaca pulp that is used by our Composite Fibers business unit to manufacture our paper for tea bags and single serve coffee products. Any interruption, loss or extended curtailment of operations at our Mindanao mill could materially and adversely affect our operating results and financial condition.
 
 
Our pulp mill in the Philippines is located in a region that is unstable and subject to political unrest. As discussed above, our Philippine pulp mill produces abaca pulp, a significant raw material used by our Composite Fibers business unit, and is currently our main provider of abaca pulp. There are limited suitable alternative sources of readily available abaca pulp in the world. In the event of a disruption in supply from our Philippine mill, there is no guarantee that we could obtain adequate amounts of abaca pulp from alternative sources at a reasonable price or at all. As a consequence, any civil disturbance, unrest, political instability or other event that causes a disruption

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in supply could limit the availability of abaca pulp and would increase our cost of obtaining abaca pulp. Such occurrences could adversely impact our sales volumes, revenues and operating results.
 
 
We have significant operations and assets located in Canada, Germany, France, the United Kingdom, and the Philippines. Our international sales and operations are subject to a number of special risks, in addition to the risks in our domestic sales and operations, including differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, domestic and foreign customs and tariffs, differing regulatory environments, difficulty in managing widespread operations and political instability. These factors may adversely affect our future profits. Also, in some foreign jurisdictions, we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. Any such limitations would restrict our flexibility in using funds generated in those jurisdictions.
 
Foreign currency exchange rate fluctuations could adversely affect our results of operations.
 
We own and operate manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. The majority of our business is transacted in U.S. dollars; however, a substantial portion of business is transacted in Euros, British Pound Sterling and Canadian dollars. With respect to the Euro, we generate substantially greater cash inflow in these currencies than we do outflow. However, with respect to the British Pound Sterling and the Philippine Peso, we have greater outflows than inflows of this currency. As a result of these positions, we are exposed to changes in currency exchange rates.
 
Our ability to maintain our products’ price competitiveness is reliant, in part, on the relative strength of the currency in which the product is denominated compared to the currency of the market into which it is sold and the functional currency of our competitors. Changes in the rate of exchange of foreign currencies in relation to the U.S. dollar, and other currencies, may adversely impact our results of operations and our ability to offer products in certain markets at acceptable prices.
 
Substantially lower and more volatile market-based prices for sales of excess electricity compared to the fixed-price we historically received may prevent us from achieving the historical margins on our sales of excess electricity in relation to our coal supply contract, which could have a material adverse effect on our consolidated financial position and results of operations.
 
Because our Spring Grove facility produces more electricity than it requires for its operations, we sell the excess energy produced. Historically, we sold the excess electricity to the local power company under a fixed-price long-term contract, which expired March 31, 2010. We now sell our excess electricity at wholesale market prices prevailing at the time of sale. Market prices for electricity have historically been volatile and may continue to be substantially lower than the price we historically received under the expired contract.
 
We generate electricity at our Spring Grove facility using a variety of fuels, including coal. We purchase coal for this facility under a long-term, fixed price supply contract, which expires at the end of 2012. Our cost of coal, as well as the costs incurred for natural gas and other fuels used to generate electricity, have a major impact on the net revenue and overall profitability of our Specialty Paper business unit. The combination of market-based pricing for energy sales and the fixed pricing of the coal contract may limit our ability to generate the level of net revenues from energy sales that we historically achieved and limit the overall profitability of our Specialty Papers business unit, which could have a material adverse affect on our consolidated financial position and results of operations.
 
An IRS audit of our 2009 tax return could result in a change in the tax treatment of the alternative fuel mixture credits we claimed in 2009, which could have a material adverse effect on our results of operations and financial position.
 
The U.S. Internal Revenue Code, or the Code, provided a tax credit for companies that used alternative fuel mixtures to produce energy to operate their businesses on or prior to December 31, 2009. During 2009, we registered two of our facilities with the IRS as alternative fuel mixers based on their use of black liquor as an alternative fuel source. For the year ended December 31, 2009, we had substantial alternative fuel mixture credits relating to these facilities. Our results of operations in 2009 included, on a pre-tax basis, $107.8 million of alternative fuel mixture credits all of which has been used or realized in cash. In the event that the IRS audits

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our tax return for the year ended December 31, 2009, the IRS may conclude that some or all of the credits claimed are subject to federal income taxes, which would subject us to additional tax liabilities and could have a material adverse effect on our results of operations and financial position.
 
In the event any of the above risk factors impact our business in a material way or in combination during the same period, we may be unable to generate sufficient cash flow to simultaneously fund our operations, finance capital expenditures, satisfy obligations and make dividend payments on our common stock.
 
In addition to debt service obligations, our business is capital intensive and requires significant expenditures for equipment maintenance, new or enhanced equipment, environmental compliance, and research and development to support our business strategies. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt. If we are unable to generate sufficient cash flow from these sources, we could be unable to meet our near and long-term cash needs or make dividend payments.
 
ITEM 1B   UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2   PROPERTIES
 
We own substantially all of the land and buildings comprising our manufacturing facilities located in Pennsylvania; Ohio; Canada; the United Kingdom; Germany; France; and the Philippines. Substantially all of the equipment used in our manufacturing and related operations is also owned. Our metallized paper production facility located in Caerphilly, Wales leases the building and land associated with its operations. We also lease office space for a sales and distribution office in Moscow, Russia, as well as our corporate offices located in York, Pennsylvania. All of our properties, other than those that are leased, are free from any material liens or encumbrances. We consider all of our buildings to be in good structural condition and well maintained and our properties to be suitable and adequate for present operations.
 
ITEM 3   LEGAL PROCEEDINGS
 
We are involved in various lawsuits that we consider to be ordinary and incidental to our business. The ultimate outcome of these lawsuits cannot be predicted with certainty; however, we do not expect such lawsuits, individually or in the aggregate, will have a material adverse effect on our consolidated financial position, liquidity or results of operations.
 
For a discussion of commitments, legal proceedings and related contingencies, see Item 8 – Financial Statements and Supplementary Data – Note 20.
 
 
The following table sets forth certain information with respect to our executive officers as of March 11, 2011.
 
                 
Name   Age   Office with the Company    
 
 
Dante C. Parrini
    46     President and Chief Executive Officer    
                 
John P. Jacunski
    45     Senior Vice President and Chief Financial Officer    
                 
Jonathan A. Bourget
    46     Vice President & General Manager, Advanced Airlaid Materials Business Unit    
                 
David C. Elder
    42     Vice President and Corporate Controller    
                 
Thomas G. Jackson
    45     Vice President, General Counsel and Secretary    
                 
Debabrata Mukherjee
    41     Vice President & General Manager, Specialty Papers Business Unit    
                 
Martin Rapp
    51     Vice President & General Manager, Composite Fibers Business Unit    
                 
Mark A. Sullivan
    56     Vice President Global Supply Chain    
                 
William T. Yanavitch II
    50     Vice President Human Resources and Administration    
 
 
 
Officers are elected to serve at the pleasure of the Board of Directors. Except in the case of officers elected to fill a new position or a vacancy occurring at some other date, officers are generally elected at the organizational meeting of the Board of Directors held immediately after the annual meeting of shareholders.
 
Dante C. Parrini became President and Chief Executive Officer effective January 1, 2011. Prior to this appointment, he was Executive Vice President and Chief Operating Officer, a position he held since February 2005. Mr. Parrini joined us in 1997 and has previously served as Senior Vice President and General Manager, a position he held beginning in January 2003 and prior to that as Vice President responsible for Sales and Marketing.
 
John P. Jacunski became Senior Vice President and Chief Financial Officer in July 2006. From October 2003 until July 2006, he was Vice President and Corporate Controller. Mr. Jacunski was previously Vice President and Chief Financial Officer at WCI Steel, Inc. from June 1999 to October 2003. Prior to joining WCI, Mr. Jacunski was with KPMG, an international accounting and consulting firm, where he served in various capacities.
 
Jonathan A. Bourget joined us in July 2010 as Vice President & General Manager, Advanced Airlaid Materials Business Unit. From 2008 until joining our Company, Mr. Bourget was Vice President & General Manager of European operations at Polymer Group Inc. Prior to this, he held various positions of increasing

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responsibility, including General Manager Specialties Division in Europe, with Alcoa Inc.
 
David C. Elder was appointed Vice President in March 2009 and has served as Corporate Controller and Chief Accounting Officer since July 2006. Prior to joining us in January 2006, Mr. Elder was Corporate Controller for YORK International Corporation, a position he held since December 2003. Prior thereto, he was the Director, Financial Planning and Analysis for YORK International Corporation from August 2000 to December 2003.
 
Thomas G. Jackson became Vice President, General Counsel and Secretary in June 2008. Since joining us in November 2006, Mr. Jackson has held various positions in our legal department including Assistant General Counsel, Assistant Secretary and Director of Compliance. Prior to joining our company, Mr. Jackson was Director of Business Development at C&D Technologies, Inc. from August 2005 to September 2006 and prior to that was Deputy General Counsel at C&D Technologies from October 1999 to August 2005.
 
Debabrata Mukherjee was appointed Vice President & General Manager, Specialty Papers Business Unit in April 2008. Dr. Mukherjee joined our Company in 1998 and since then has held various operational, sales and technical leadership positions within the Specialty Papers Business Unit. From March 2006 through March 2008, Dr. Mukherjee served as Division Vice President, Engineered & Converting Products. From February 2004 through February 2006, Dr. Mukherjee served as Director, Engineered Products. Prior to joining Glatfelter, Dr. Mukherjee served in various capacities with Felix Schoeller, a German based global specialty paper manufacturer.
 
Martin Rapp joined Glatfelter in August 2006 and serves as Vice President and General Manager – Composite Fibers Business Unit. Prior to this, Mr. Rapp was Vice President and General Manager of Avery Dennison’s Roll Materials Business in Central and Eastern Europe since August 2002.
 
Mark A. Sullivan was appointed Vice President, Global Supply Chain in February 2005. Mr. Sullivan joined our company in December 2003 as Chief Procurement Officer. His experience includes a broad array of operations and supply chain management responsibilities during 20 years with the DuPont Company.
 
William T. Yanavitch II rejoined the Company in May 2005 as Vice President Human Resources and Administration. Mr. Yanavitch served as Vice President Human Resources from July 2000 until his resignation in January 2005 at which time he became Corporate Human Resources Manager of Constellation Energy.
 
ITEM 4   [RESERVED]
 
 
ITEM 5   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Common Stock Prices and Dividends Declared Information
 
The following table shows the high and low prices of our common stock traded on the New York Stock Exchange under the symbol “GLT” and the dividend declared per share for each quarter during the past two years.
 
                             
  Quarter   High   Low   Dividend    
 
                             
2010
                           
                             
Fourth
  $ 13.37     $ 11.62     $ 0.09      
                             
Third
    12.65       10.08       0.09      
                             
Second
    15.49       10.62       0.09      
                             
First
    15.05       12.32       0.09      
                             
                             
2009
                           
                             
Fourth
  $ 12.58     $ 10.01     $ 0.09      
                             
Third
    12.14       7.91       0.09      
                             
Second
    11.59       6.00       0.09      
                             
First
    9.80       4.57       0.09      
                             
 
As of March 11, 2011, we had 1,448 shareholders of record.

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STOCK PERFORMANCE GRAPH
 
The following graph compares the cumulative 5-year total return of our common stock with the cumulative total returns of both a peer group and a broad market index. For the year ended December 31, 2010, we compare our stock performance to the S&P Small Cap 600 Paper Products index. This index is comprised of Buckeye Technologies Inc., Clearwater Paper Corp., Kapstone Paper & Packaging Corp., Neenah Paper Inc., Schweitzer-Mauduit International and Wausau Paper Corp. In addition, the chart includes a comparison to the Russell 2000, which we believe is an appropriate benchmark index for stocks such as ours.
 
The graph assumes that the value of the investment in our common stock, in each index, and the peer group (including reinvestment of dividends) was $100 on December 31, 2005 and charts it through December 31, 2010.
 
(PERFORMANCE GRAPH)
 
 
ITEM 6   SELECTED FINANCIAL DATA
 
                                                 
  As of or for the Year Ended December 31
                           
  Dollars in thousands, except per share     2010(1)     2009(3)   2008   2007   2006    
 
Net sales
    $ 1,455,331       $ 1,184,010     $ 1,263,850     $ 1,148,323     $ 986,411      
Energy and related sales, net
      10,653         13,332       9,364       9,445       10,726      
                                                 
Total revenue
      1,465,984         1,197,342       1,273,214       1,157,768       997,137      
Reversal of (charges for) shutdown and restructuring
                    856       (35 )     (30,318 )    
Gains on dispositions of plant, equipment and timberlands, net
      453         898       18,468       78,685       17,394      
Net income (loss)
    $ 54,434 (2)     $ 123,442     $ 57,888     $ 63,472     $ (12,236 )    
Earnings (loss) per share
                                               
Basic
    $ 1.19       $ 2.70     $ 1.28     $ 1.41     $ (0.27 )    
Diluted
      1.17         2.70       1.27       1.40       (0.27 )    
Total assets
    $ 1,341,747       $ 1,190,294     $ 1,057,309     $ 1,287,067     $ 1,225,643      
Total debt
      333,022         254,583       313,285       313,185       397,613      
Shareholders’ equity
      552,442         510,704       342,707       476,068       388,368      
Cash dividends declared per common share
      0.36         0.36       0.36       0.36       0.36      
Capital expenditures
      36,491         26,257       52,469       28,960       44,460      
Depreciation, depletion and amortization
      65,839         61,256       60,611       56,001       50,021      
                                                 
                                                 
Shares outstanding
      45,976         45,706       45,434       45,141       44,821      
Net tons sold
      927,853         818,905       829,354       799,512       721,892      
Number of employees
      4,337         3,546       3,633       3,854       3,704      
                                                 
 
(1) The information set forth above for 2010 includes the financial information for Concert Industries Corp. prospectively from the February 12, 2010 acquisition date.
 
(2) During 2010, net income included a $23.2 million tax benefit from cellulosic biofuel production credits.
 
(3) During 2009, we recognized $107.8 million of alternative fuel mixture credits, all of which were recorded as a reduction to cost of products sold.

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ITEM 7   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements  This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-K are forward looking. We use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, non-cash pension expense, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements:
 
i.      variations in demand for our products including the impact of any unplanned market-related downtime, or variations in product pricing;
 
ii.      changes in the cost or availability of raw materials we use, in particular pulpwood, market pulp, pulp substitutes, caustic soda and abaca fiber;
 
iii.      changes in energy-related costs and commodity raw materials with an energy component;
 
iv.      our ability to develop new, high value-added products;
 
v.      the impact of exposure to volatile market-based pricing for sales of excess electricity;
 
vi.      the impact of competition, changes in industry production capacity, including the construction of new mills, the closing of mills and incremental changes due to capital expenditures or productivity increases;
 
vii.      the gain or loss of significant customers and/or on-going viability of such customers;
 
viii.      cost and other effects of environmental compliance, cleanup, damages, remediation or restoration, or personal injury or property damages related thereto, such as the costs of natural resource restoration or damages related to the presence of polychlorinated biphenyls (“PCBs”) in the lower Fox River on which our former Neenah mill was located;
 
ix.      risks associated with our international operations, including local economic and political environments and fluctuations in currency exchange rates;
 
x.      geopolitical events, including war and terrorism;
 
xi.      disruptions in production and/or increased costs due to labor disputes;
 
xii.      the impact of unfavorable outcomes of audits by various state, federal or international tax authorities;
 
xiii.      enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or regulation;
 
xiv.      adverse results in litigation; and
 
xv.      our ability to finance, consummate and integrate acquisitions.
 
Introduction  We manufacture, both domestically and internationally, a wide array of specialty papers and fiber-based engineered materials. We manage our company along three business units:
 
  •  Specialty Papers with revenues earned from the sale of carbonless papers and forms, book publishing, envelope & converting, and engineered products;
 
  •  Composite Fibers with revenue from the sale of food & beverage filtration papers, metallized papers, composite laminates used for decorative furniture and flooring applications, and technical specialties; and
 
  •  Advanced Airlaid Materials with revenue from the sale of airlaid non-woven fabric like materials used in feminine hygiene products, adult incontinence products, cleaning pads and wipes, food pads, napkins and tablecloths, and baby wipes.
 
Overview  On February 12, 2010, we completed the acquisition of Concert Industries Corp. (“Concert”), a manufacturer of highly absorbent cellulose-based airlaid non-woven materials with annual revenue in 2009 of $203 million. Our results of operations for 2010 include the results of Concert (now operated as the Advanced Airlaid Materials business unit) prospectively since the acquisition was completed.

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Our reported results of operations for 2010 when compared to 2009 are lower primarily due to the higher amount of tax-related credits recorded in 2009 than in 2010 associated with cellulosic or alternative fuel mixtures. For 2010, net income included a $23.2 million tax benefit from cellulosic biofuel credits compared to $95.8 million, after-tax, alternative fuel mixture credits during 2009.
 
Our 2010 results include $9.1 million, after-tax, of acquisition and integration costs, together with a $1.7 million loss on forward foreign currency contracts that hedged the Canadian dollar purchase price, of the Concert acquisition. Interest expense increased $6.2 million in 2010 compared to 2009 due to financing part of the acquisition price.
 
Operationally, our results were favorably affected by higher volumes shipped associated with improving demand in many of the markets served by our businesses and the inclusion of Concert. Higher average selling prices offset the adverse affect of rising input costs, particularly purchased pulp.
 
Specialty Papers’ operating income totaled $58.4 million and $55.9 million for 2010 and 2009, respectively. The improvement in operating income was led by higher volumes shipped, higher average selling prices, productivity improvements and cost reduction initiatives partially offset by lower sales of excess energy and renewable energy credits. During 2009, the weak economic environment adversely affected demand in all markets served by Specialty Papers. As a result of weak demand in the first half of the year and our efforts to reduce inventory, this unit incurred market related downtime totaling 33,019 tons of paper.
 
Our Composite Fibers business unit’s operating income increased to $32.9 million from $21.9 million in 2009. Volumes shipped during 2010 increased 12.8% compared to 2009 as a result of the improving economic environment. Conversely, during 2009, as a result of weak demand and our inventory reduction efforts, we incurred unscheduled downtime totaling approximately 6,480 tons of paper, or 9.4% of the unit’s total capacity for the period.
 
Advanced Airlaid Materials earned $4.4 million of operating income on sales of $193.5 million for the ten and one half months of operations since the date of acquisition. The results were adversely impacted primarily by rapidly rising input costs, a lag in the timing of cost-pass throughs and currency fluctuations.
 
RESULTS OF OPERATIONS
 
2010 versus 2009
 
The following table sets forth summarized consolidated results of operations:
 
                         
      Year Ended December 31    
  In thousands, except per share     2010     2009    
 
                         
Net sales
    $ 1,455,331       $ 1,184,010      
                         
Gross profit
      186,247         269,764      
                         
Operating income
      64,589         160,405      
                         
Net income
      54,434         123,442      
                         
Earnings per diluted share
      1.17         2.70      
                         
 
The consolidated results of operations for 2010 and 2009 include the following items not considered to be part of our core business operations:
 
                     
    After-tax
       
  In thousands, except per share   Income (loss)   Diluted EPS    
 
                     
2010
                   
                     
Cellulosic biofuel credit
  $ 23,184     $ 0.50      
                     
Acquisition and integration costs
    (9,073 )     (0.20 )    
                     
Foreign currency hedge on acquisition price
    (1,673 )     (0.04 )    
                     
Timberland sales and related transaction costs
    1,063       0.02      
                     
2009
                   
                     
Alternative fuel mixture credits
  $ 95,764     $ 2.09      
                     
Acquisition related costs
    (1,768 )     (0.04 )    
                     
 
These items increased earnings by $13.5 million, or $0.28 per diluted share in 2010. Comparatively, the items identified above increased earnings in 2009 by $94.0 million, or $2.05 per diluted share.
 
Business Units  Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services or are included in “Other and Unallocated” in the Business Unit Performance table.
 
Management evaluates results of operations of the business units before pension income or expense, alternative fuel mixture credits, charges related to the Fox River environmental reserves, restructuring related charges, unusual items, certain corporate level costs, and the effects of asset dispositions. Management believes that

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this is a more meaningful representation of the operating performance of its core papermaking businesses, the profitability of business units and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors.
                                                                                             
  Business Unit Performance
    Year Ended December 31
  Dollars in millions     Specialty Papers   Composite Fibers   Advanced Airlaid Materials   Other and Unallocated   Total
      2010     2009   2010     2009   2010     2009   2010     2009   2010     2009
Net sales
    $ 842.6       $ 791.9     $ 419.2       $ 392.1     $ 193.5       $     $       $     $ 1,455.3       $ 1,184.0  
Energy and related sales, net
      10.7         13.3                                                 10.7         13.3  
                                                                                             
Total revenue
      853.3         805.2       419.2         392.1       193.5                             1,466.0         1,197.3  
Cost of products sold
      740.2         693.9       350.5         334.4       181.7               7.4         (100.7 )     1,279.7         927.6  
                                                                                             
Gross profit
      113.1         111.3       68.7         57.7       11.8               (7.4 )       100.7       186.2         269.8  
SG&A
      54.7         55.4       35.8         35.8       7.4               24.3         19.1       122.1         110.3  
Gains on dispositions of plant, equipment and timberlands, net
                                                (0.5 )       (0.9 )     (0.5 )       (0.9 )
                                                                                             
Total operating income (loss)
      58.4         55.9       32.9         21.9       4.4               (31.2 )       82.6       64.6         160.4  
Nonoperating income (expense)
                                                (31.1 )       (17.3 )     (31.1 )       (17.3 )
                                                                                             
Income (loss) before income taxes
    $ 58.4       $ 55.9     $ 32.9       $ 21.9     $ 4.4       $     $ (62.3 )     $ 65.3     $ 33.5       $ 143.1  
                                                                                             
Supplementary Data
                                                                                           
Net tons sold (in thousands)
      764.7         738.8       90.4         80.1       72.8                             927.9         818.9  
Depreciation, depletion and amortization
    $ 34.9       $ 37.5     $ 23.7       $ 23.7     $ 7.2       $     $       $     $ 65.8       $ 61.3  
Capital expenditures
      24.1         14.2       8.2         12.1       4.2                             36.5         26.3  
                                                                                             
 
The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding.
 
Sales and Costs of Products Sold
 
                                 
      Year Ended December 31        
  In thousands     2010     2009   Change    
 
Net sales
    $ 1,455,331       $ 1,184,010     $ 271,321      
Energy and related sales – net
      10,653         13,332       (2,679 )    
                                 
Total revenues
      1,465,984         1,197,342       268,642      
Costs of products sold (1)
      1,279,737         927,578       352,159      
                                 
Gross profit
    $ 186,247       $ 269,764     $ (83,517 )    
                                 
Gross profit as a percent of Net sales
      12.8 %       22.8 %            
                                 
 
(1) 2009 includes $107.8 million of alternative fuel mixture credits, net of related expenses.
 
The following table sets forth the contribution to consolidated net sales by each business unit:
 
                         
      Percent of total    
      2010     2009    
 
Business Unit
                       
Specialty Papers
      57.9 %       66.9 %    
Composite Fibers
      28.8         33.1      
Advanced Airlaid Materials
      13.3              
                         
Total
      100.0 %       100.0 %    
                         
 
Net sales  Net sales for 2010 were $1,445.3 million, a 22.9% increase compared with $1,184.0 million for 2009, reflecting stronger business activity in the our Specialty Papers and Composite Fibers business units and the inclusion of Concert, now operated and reported as Advanced Airlaid Materials business unit, prospectively since the February 12, 2010 acquisition date.
 
In the Specialty Papers business unit, net sales for 2010 increased $50.7 million, or 6.4%, to $842.6 million. The increase was primarily due to higher volumes shipped and a $24.0 million benefit from higher selling prices.
 
Specialty Papers’ operating profit for 2010 improved by $2.5 million compared with 2009 primarily due to higher selling prices, a 3.5% increase in volumes shipped and the lack of market-related downtime. These favorable factors were partially offset by higher input costs, primarily pulp. In addition, higher maintenance costs largely associated with the annual mill outages and with unplanned production interruptions adversely impacted the year over year comparison.
 
We sell excess power generated by the Spring Grove, PA facility. In addition, two of our facilities are registered generators of renewable energy credits (“RECs”). The following table summarizes this activity for 2010 and 2009:
 
                                 
  In thousands     2010     2009   Change    
 
Energy sales
    $ 14,296       $ 20,128     $ (5,832 )    
Costs to produce
      (10,403 )       (11,883 )     1,480      
                                 
Net
      3,893         8,245       (4,352 )    
Renewable energy credits
      6,760         5,087       1,673      
                                 
Total
    $ 10,653       $ 13,332     $ (2,679 )    
                                 
 
RECs represent sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste. We sell RECs into an emerging and somewhat illiquid market. The extent and value of future revenues from REC sales is dependent on many factors outside of management’s control. Therefore, we may not be able to generate consistent amounts of sales of RECs in future periods.

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In Composite Fibers, net sales for 2010 were $419.2 million, an increase of $27.1 million, or 6.9%, from 2009. The improvement reflects strengthening demand in each of its product lines as volumes shipped increased 12.9%. On a constant currency basis, average selling prices were lower by $1.0 million, and the translation of foreign currencies unfavorably affected net sales by approximately $15.0 million.
 
Composite Fibers’ operating profit increased $11.0 million, or 50.2%, in the year over year comparison. The improved performance was driven by the $10.8 million combined benefit from improved demand in markets served resulting in higher shipments and the elimination of market driven downtime. In addition, the production efficiencies from continuous improvement initiatives more than offset the adverse effect of foreign currency translation adjustments.
 
Results for Advanced Airlaid Materials are included from February 12, 2010, the date of the Concert acquisition. This business unit’s results were unfavorably affected by rising input costs that outpaced the timing of increases in selling prices. In addition, results were adversely impacted by operating inefficiencies and by $1.4 million as a result of charging cost of products sold for the write-up of acquired inventory to fair value.
 
Alternative Fuel Mixture Credits  The U.S. Internal Revenue Code provided a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, is refundable to the taxpayer. On May 11, 2009, we were notified by the Internal Revenue Service that our application to be registered as an alternative fuel mixer was approved. During 2009, we mixed and burned eligible alternative fuels, and earned $107.8 million of alternative fuel mixture credits. We record all alternative fuel mixture credits as a reduction to cost of goods sold.
 
According to the Internal Revenue Code, the tax credit expired on December 31, 2009.
 
Pension Expense  The following table summarizes the amounts of pension expense recognized for 2010 compared to 2009:
 
                                 
      Year Ended December 31        
  In thousands     2010     2009   Change    
Recorded as:
                               
                                 
Costs of products sold
    $ 7,056       $ 4,936     $ 2,120      
                                 
SG&A expense
      2,185         2,097       88      
                                 
                                 
Total
    $ 9,241       $ 7,033     $ 2,208      
                                 
 
The amount of pension expense recognized each year is determined using various actuarial assumptions and certain other factors, including discount rates and the fair value of our pension assets as of the beginning of the year. The primary reason for the increase in pension expense in the comparison is due to decreases in discount rates used.
 
Selling, general and administrative (“SG&A”)  SG&A expenses increased $11.9 million in the year-to-year comparison and totaled $122.1 million for 2010. The increase was substantially all related to legal and professional fees related to the Concert acquisition, costs to integrate the acquired entities and the inclusion of its operations prospectively from the date of acquisition.
 
Gain on Sales of Plant, Equipment and Timberlands, net  During the years ended December 31, 2010 and 2009, we completed the following sales of assets:
 
                                 
  Dollars in thousands     Acres     Proceeds   Gain    
2010
                               
                                 
Timberlands
      164       $ 387     $ 373      
                                 
Other
      n/a         177       80      
                                 
                                 
Total
              $ 564     $ 453      
                                 
                                 
2009
                               
                                 
Timberlands
      319       $ 951     $ 906      
                                 
Other
      n/a               (8 )    
                                 
                                 
Total
              $ 951     $ 898      
                                 
 
In connection with each of the asset sales set forth above, we received cash proceeds.
 
Other nonoperating income (expense)  For the year ended December 31, 2010, other non operating expense, net totaled $6.3 million. In connection with the Concert acquisition, we entered into a series of forward foreign currency contracts to hedge the acquisition’s Canadian dollar purchase price. All contracts were settled for cash during the first quarter of 2010 and resulted in a $3.4 million loss, net of realized currency translation gains, which is presented under the caption “Other-net” in the accompanying consolidated statements of income. In addition, in connection with purchase accounting for the Concert transaction, we recorded a $2.5 million reserve for tax risks, inclusive of accrued interest, existing at the time of the acquisition and at the same time recorded a $2.5 million receivable from the seller due to an indemnification agreement. During the fourth quarter, a tax ruling was issued that eliminated this tax risk and as a result we recognized an expense of $2.5 million which is presented under the caption “Other-net” in the accompanying consolidated statements of income to eliminate the receivable from the seller. We also recognized a $2.5 million tax benefit for this same item to eliminate the tax reserve previously established resulting in no net impact to earnings during 2010.

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Income taxes  For 2010, we recorded income tax benefits of $20.9 million on $33.5 million of pretax income. The comparable amounts in the same period of 2009 were income tax expense of $19.7 million on $143.1 million of pretax income. The benefit in 2010 was due to $23.2 million of cellulosic biofuel credits, net, recorded as an income tax benefit in 2010 as discussed further below. We also recorded the $2.5 million tax benefit discussed in the previous paragraph, as well as a $6.4 million adjustment to reduce tax liabilities resulting from the expiration of statutes on uncertain tax positions and other factors. The tax provision in 2009 included a $27.1 million benefit from nontaxable alternative fuel mixture credit.
 
Cellulosic Biofuel Production Credit  In March 2010, our application to be registered as a cellulosic biofuel producer was approved by the Internal Revenue Service. The U.S. Internal Revenue Code provides for a non refundable tax credit equal to $1.01 per gallon for taxpayers that produce cellulosic biofuel. On July 9, 2010, the IRS Office of Chief Counsel issued a memorandum which concluded that black liquor sold or used in a taxpayer’s trade or business during calendar year 2009, qualifies for the cellulosic biofuel producer credit (“CBPC”). Accordingly, each gallon of black liquor we produced during calendar year 2009 qualifies for a non-refundable CBPC of $1.01 per gallon.
 
In connection with the filing of our 2009 income tax return, we claimed $23.2 million, net of taxes, of CBPC. Subsequent to the end of 2010, we received a cash tax refund of $17.8 million, of which $2.7 million related to alternative fuel mixture credits earned in 2009. The CBPC claimed is attributable to black liquor produced and burned from January 1, 2009 through February 19, 2009, after which we began mixing black liquor and diesel fuel to qualify for alternative fuel mixture credits.
 
In October 2010, the IRS issued further guidance concluding that both the alternative fuel mixture credit and the cellulosic biofuel production credit can be claimed in the same year, but only for different volumes of black liquor.
 
With respect to CBPC, although we do not intend to claim any additional credits, we could amend our 2009 federal tax return and claim additional credits. If we were to elect to do so, we would be required to return cash already received from alternative fuel mixture credits, since we can only claim either the alternative fuel mixture credit or CBPC. The ability to realize the value of any additional CBPC depends on future taxable income. We continue to evaluate opportunities, if any, to claim additional CBPC from qualifying activities based on the results of our ongoing operations.
 
Foreign Currency  In 2010, we owned and operated manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. The functional currency in Canada is the U.S. dollar, in Germany and France it is the Euro, in the UK it is the British Pound Sterling, and in the Philippines it is the Peso. During 2010, Euro functional currency operations generated approximately 25.5% of our sales and 24.6% of operating expenses and British Pound Sterling operations represented 8.8% of net sales and 8.7% of operating expenses. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates. The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results:
 
               
      Year Ended
   
  In thousands     December 31, 2010    
      Favorable
      (unfavorable)
Net sales
    $ (15,000 )    
               
Costs of products sold
      10,891      
               
SG&A expenses
      791      
               
Income taxes and other
      468      
               
               
Net income
    $ (2,850 )    
               
 
The above table only presents the financial reporting impact of foreign currency translations. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.
 
RESULTS OF OPERATIONS
 
2009 versus 2008
 
The following table sets forth summarized consolidated results of operations:
 
                         
      Year Ended December 31    
  In thousands, except per share     2009     2008    
Net sales
    $ 1,184,010       $ 1,263,850      
                         
Gross profit
      269,764         177,782      
                         
Operating income
      160,405         99,209      
                         
Net income
      123,442         57,888      
                         
Earnings per diluted share
      2.70         1.27      
                         
 
The consolidated results of operations for 2009 and 2008 include the following items not considered to be part of our core business operations:
 
                         
      After-tax
         
  In thousands, except per share     Income (loss)     Diluted EPS    
2009
                       
                         
Alternative fuel mixture credits
    $ 95,764       $ 2.09      
                         
Acquisition related costs
      (1,768 )       (0.04 )    
                         
2008
                       
                         
Gains on sale of timberlands
    $ 10,984       $ 0.24      
                         
Reversal of shutdown and restructuring charges
      517         0.01      
                         
Acquisition integration costs
      (889 )       (0.02 )    
                         

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These items increased earnings by $94.0 million, or $2.05 per diluted share in 2009. Comparatively, the items identified above increased earnings in 2008 by $10.6 million, or $0.23 per diluted share.
                                                                               
  Business Unit Performance
    Year Ended December 31
 
  Dollars in millions     Specialty Papers   Composite Fibers   Other and Unallocated   Total    
      2009     2008   2009     2008   2009     2008   2009     2008    
Net sales
    $ 791.9       $ 833.9     $ 392.1       $ 430.0     $       $     $ 1,184.0       $ 1,263.9      
Energy and related sales, net
      13.3         9.4                                   13.3         9.4      
                                                                               
Total revenue
      805.2         843.3       392.1         430.0                     1,197.3         1,273.2      
Cost of products sold
      693.9         739.5       334.4         366.8       (100.7 )       (10.8 )     927.6         1,095.4      
                                                                               
Gross profit (loss)
      111.3         103.8       57.7         63.2       100.7         10.8       269.8         177.8      
SG&A
      55.4         54.6       35.8         38.2       19.1         5.1       110.3         97.9      
Reversal of shutdown and restructuring charges
                                          (0.9 )             (0.9 )    
Gains on dispositions of plant, equipment and timberlands, net
                                  (0.9 )       (18.5 )     (0.9 )       (18.5 )    
                                                                               
Total operating income (loss)
      55.9         49.2       21.9         25.0       82.6         25.1       160.4         99.2      
Nonoperating income (expense)
                                  (17.3 )       (18.2 )     (17.3 )       (18.2 )    
                                                                               
Income (loss) before income taxes
    $ 55.9       $ 49.2     $ 21.9       $ 25.0     $ 65.3       $ 6.9     $ 143.1       $ 81.0      
                                                                               
Supplementary Data
                                                                             
Net tons sold (in thousands)
      738.8         743.8       80.1         85.6                     818.9         829.4      
Depreciation, depletion and amortization
    $ 37.5       $ 35.0     $ 23.7       $ 25.6     $       $     $ 61.3       $ 60.6      
Capital expenditures
      14.2         20.9       12.1         31.6                     26.3         52.5      
                                                                               
 
Sales and Costs of Products Sold
 
                                 
      Year Ended December 31        
  In thousands     2009     2008   Change    
Net sales
    $ 1,184,010       $ 1,263,850     $ (79,840 )    
                                 
Energy and related sales – net
      13,332         9,364       3,968      
                                 
                                 
Total revenues
      1,197,342         1,273,214       (75,872 )    
                                 
Costs of products sold(1)
      927,578         1,095,432       (167,854 )    
                                 
                                 
Gross profit
    $ 269,764       $ 177,782     $ 91,982      
                                 
                                 
Gross profit as a percent of Net sales
      22.8 %       14.1 %            
                                 
 
(1) 2009 includes $107.8 million of alternative fuel mixture credits, net of related expenses.
 
The following table sets forth the contribution to consolidated net sales by each business unit:
 
                         
      Percent of total    
      2009     2008    
Business Unit
                       
                         
Specialty Papers
      66.9 %       66.0 %    
                         
Composite Fibers
      33.1         34.0      
                         
                         
Total
      100.0 %       100.0 %    
                         
 
Net sales  Net sales totaled $1,184.0 million for 2009, a decrease of $79.8 million, or 6.3%, compared to 2008.
 
In the Specialty Papers business unit, 2009 net sales decreased $42.0 million to $791.9 million. Operating income increased $6.7 million in the year over year comparison and totaled $55.9 million in 2009. The improvement in operating income was primarily due to $12.2 million of productivity efficiencies and cost reduction initiatives and $4.5 million of lower input costs. These favorable factors were offset by $7.6 million of lower volumes and mix impact and $2.1 million of lower selling prices. Operating income was also adversely impacted by the costs of unplanned downtime at the Spring Grove and Chillicothe facilities totaling approximately $6.6 million in 2009 compared to 2008.
 
We sell excess power generated by the Spring Grove, PA facility pursuant to a long-term contract that expired March 31, 2010. The following table summarizes this activity for each of the past two years:
 
                                   
  In thousands     2009     2008     Change    
Energy sales
    $ 20,128       $ 19,731       $ 397      
                                   
Costs to produce
      (11,883 )       (10,367 )       (1,516 )    
                                   
                                   
Net
      8,245         9,364         (1,119 )    
                                   
Renewable energy credits
      5,087                 5,087      
                                   
                                   
Total
    $ 13,332       $ 9,364       $ 3,968      
                                   
 
Renewable energy credits (“RECs”) represent sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste.
 
In Composite Fibers, 2009 net sales were $392.1 million, a decline of $37.9 million from 2008. Operating income declined by $3.0 million in the comparison to $21.9 million. Total volumes shipped by this business unit declined 6.5% led by lower shipments of composite laminates and food & beverage paper products, which declined 18.5% and 5.5%, respectively. The translation of foreign currencies adversely impacted net sales by $23.0 million; however, higher average selling prices contributed $6.2 million.
 
Energy and raw material costs in the Composite Fibers business unit were $3.9 million higher in 2009 than in 2008. Market-related downtime adversely impacted operating results by $7.4 million in 2009 compared to 2008.

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Pension Expense/Income  The following table summarizes the amounts of pension (expense) or income recognized for 2009 compared to 2008:
 
                                 
      Year Ended
       
      December 31        
  In thousands     2009     2008   Change    
Recorded as:
                               
Costs of products sold
    $ (4,936 )     $ 11,067     $ (16,003 )    
SG&A expense
      (2,097 )       4,995       (7,092 )    
                                 
Total
    $ (7,033 )     $ 16,062     $ (23,095 )    
                                 
 
The amount of pension expense or income recognized each year is determined using various actuarial assumptions and certain other factors, including the fair value of our pension assets as of the beginning of the year. The fair value of the plans’ assets declined approximately 29% during 2008. As a result, during 2009 we recognized net pension expense totaling approximately $7.0 million, on a pre-tax basis. However, we were not required to make cash contributions to our qualified defined benefit pension plans in 2009.
 
Selling, general and administrative (“SG&A”)  SG&A expenses increased $12.4 million in the year-to-year comparison and totaled $110.3 million for 2009. In 2009, SG&A included $2.1 million of pension expense compared with $5.0 million of pension income in 2008. In addition, we incurred higher legal and professional fees related to the Fox River environmental matter and the Concert acquisition.
 
Gain on Sales of Plant, Equipment and Timberlands, net  During the years ended December 31, 2009 and 2008, we completed sales of timberlands which are summarized by the following table:
 
                                 
  Dollars in thousands     Acres     Proceeds   Gain    
2009
                               
                                 
Timberlands
      319       $ 951     $ 906      
                                 
Other
      n/a               (8 )    
                                 
                                 
Total
              $ 951     $ 898      
                                 
                                 
2008
                               
                                 
Timberlands
      4,561       $ 19,279     $ 18,649      
                                 
Other
      n/a               (181 )    
                                 
                                 
Total
              $ 19,279     $ 18,468      
                                 
 
In connection with each of the asset sales set forth above, we received cash proceeds.
 
Income taxes  Our results of operations for 2009 reflect an effective tax rate of 13.8% compared to 28.6% in 2008. The lower tax rate in 2009 was primarily due to a tax benefit of $27.1 million due to nontaxable alternative fuel mixture credits, and from a lower proportion of timberland gains, which are taxed at a higher effective tax rate.
 
Foreign Currency  In 2009, we owned and operated paper and pulp mills in Germany, France, the United Kingdom and the Philippines. The functional currency in Germany and France is the Euro, in the UK it is the British Pound Sterling, and in the Philippines it is the Peso. During 2009, Euro functional currency operations generated approximately 19.8% of our sales and 18.9% of operating expenses and British Pound Sterling operations represented 10.6% of net sales and 10.8% of operating expenses. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates. The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results:
 
               
      Year Ended
   
  In thousands     December 31, 2009    
      Favorable
      (unfavorable)
Net sales
    $ (22,975 )    
               
Costs of products sold
      24,116      
               
SG&A expenses
      3,233      
               
Income taxes and other
      883      
               
               
Net income
    $ 5,257      
               
 
The above table only presents the financial reporting impact of foreign currency translations. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Our business is capital intensive and requires significant expenditures for new or enhanced equipment, for environmental compliance matters including, but not limited to, the Clean Air Act, to support our research and development efforts and for our business strategy. In addition, we have mandatory debt service requirements of both principal and interest. The following table summarizes cash flow information for each of the years presented:
 
                         
      Year Ended
   
      December 31    
  In thousands     2010     2009    
Cash and cash equivalents at beginning of period
    $ 135,420       $ 32,234      
                         
Cash provided by (used for)
                       
                         
Operating activities
      168,005         163,868      
                         
Investing activities
      (264,217 )       12,544      
                         
Financing activities
      59,681         (75,329 )    
                         
Effect of exchange rate changes on cash
      (3,101 )       2,103      
                         
                         
Net cash (used) provided
      (39,632 )       103,186      
                         
                         
Cash and cash equivalents at end of period
    $ 95,788       $ 135,420      
                         
 
At the end of the 2010, we had $95.8 million in cash and cash equivalents and $219.6 million available under our revolving credit agreement, which matures in May 2014. Operating cash flow improved by $4.1 million primarily due to cash received from alternative fuel mixture credits offset by less provision of cash from

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working capital in 2010 than in 2009. In January 2009, we used $6.5 million to satisfy a commitment we had to fund certain Fox River environmental remediation activities.
 
Net cash used by investing activities totaled $264.2 million in 2010 reflecting the Concert acquisition. Capital expenditures totaled $36.5 million and $26.2 million in 2010 and 2009, respectively. Capital expenditures are expected to approximate $60 million to $65 million in 2011.
 
Net cash provided by financing activities totaled $59.7 million in 2010, reflecting increased borrowings to fund the Concert acquisition including the proceeds, net of debt issue costs and original issue discount, from the issuance of $100.0 million of senior notes, at 95% of par. In addition, during 2010, we refinanced our revolving credit facility and repaid a $14.0 million term loan. In 2009, net cash used for financing activities totaled $75.3 million, primarily reflecting reductions of debt including $34.0 million repaid in connection with the unwinding of the 2003 timberland installment sale.
 
During 2010 and 2009, cash dividends paid on common stock totaled $16.7 million and $16.6 million, respectively. Our Board of Directors determines what, if any, dividends will be paid to our shareholders. Dividend payment decisions are based upon then-existing factors and conditions and, therefore, historical trends of dividend payments are not necessarily indicative of future payments.
 
The following table sets forth our outstanding long-term indebtedness:
 
                         
      December 31    
  In thousands     2010     2009    
Revolving credit facility, due April 2011
      n/a       $      
                         
Revolving credit facility, due May 2014
    $         n/a      
                         
Term Loan, due April 2011
              14,000      
                         
71/8% Notes, due May 2016
      200,000         200,000      
                         
71/8% Notes, due May 2016 – net of original issue discount
      95,529                
                         
Term Loan, due January 2013
      36,695         36,695      
                         
                         
Total long-term debt
      332,224         250,695      
                         
Less current portion
              (13,759 )    
                         
                         
Long-term debt, excluding current portion
    $ 332,224       $ 236,936      
                         
 
Our credit agreement contains a number of customary compliance covenants. In addition, the Senior Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding under the credit agreement at maturity, or a default under the credit agreement, that accelerates the debt outstanding thereunder. As of December 31, 2010, we met all of the requirements of our debt covenants.
 
The significant terms of the debt instruments are more fully discussed in Item 8 – Financial Statements and Supplementary Data – Note 16.
 
We are subject to various federal, state and local laws and regulations which operate to protect the environment as well as human health and safety. We have, at various times, incurred significant costs to comply with these regulations, as new regulations are developed or regulatory priorities change. Currently, we anticipate that we could incur material capital and operating costs to comply with several air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT). Although we are in the process of analyzing the potential impact of these requirements, compliance could require significant capital expenditures. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment resulting from our operations, including the restoration of natural resources and liability for personal injury and for damages to property and natural resources. See Item 8 – Financial Statements and Supplementary Data – Note 20 for a summary of significant environmental matters.
 
We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, and our existing credit facilities. However, as discussed in Item 8 – Financial Statements and Supplementary Data – Note 20, an unfavorable outcome of various environmental matters could have a material adverse impact on our consolidated financial position, liquidity and/or results of operations.
 
Off-Balance-Sheet Arrangements  As of December 31, 2010 and 2009, we had not entered into any off-balance-sheet arrangements. Financial derivative instruments to which we are a party and guarantees of indebtedness, which solely consist of obligations of subsidiaries and a partnership, are reflected in the condensed consolidated balance sheets included herein in Item 8 – Financial Statements and Supplementary Data.
 

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Contractual Obligations  The following table sets forth contractual obligations as of December 31, 2010:
 
                                               
          Payments Due During the Year
          Ended December 31,
              2012 to
  2014 to
  2016 and
   
  In millions     Total   2011   2013   2015   beyond    
Long-term debt(1)
    $ 456     $ 22     $ 80     $ 43     $ 311      
                                               
Operating leases(2)
      26       8       8       3       7      
                                               
Purchase obligations(3)
      135       88       33       5       9      
                                               
Other long-term obligations(4),(5)
      94       17       17       18       42      
                                               
                                               
Total
    $ 711     $ 135     $ 138     $ 69     $ 369      
                                               
 
(1) Represents principal and interest payments due on long-term debt. At December 31, 2010, we had $300.0 million of debt maturing in May 2016 and bearing a fixed rate of interest at 71/8%, payable semiannually, and a $36.7 million note maturing in January 2013 bearing interest at six-month reserve adjusted LIBOR plus a margin rate of 1.66% per annum.
 
(2) Represents rental agreements for various land, buildings, vehicles, and computer and office equipment.
 
(3) Represents open purchase order commitments and other obligations, primarily for raw material forward purchases and pulpwood contracts with minimum annual purchase obligations. In certain situations, prices are subject to variations based on market prices. In such situations, the information above is based on prices in effect at December 31, 2010 or expectations based on historical experience and/or current market conditions.
 
(4) Primarily represents expected benefits to be paid pursuant to retirement medical plans and nonqualified pension plans over the next ten years and expected costs of asset retirement obligations.
 
(5) Since we are unable to reasonably estimate the timing of ultimate payment, the amounts set forth above do not include any payments that may be made related to uncertain tax positions, including potential interest, accounted for in accordance with ASC 740-10-20. As discussed in more detail in Item 8 – Financial Statements, Note 8, “Income Taxes”, such amounts totaled $38.7 million at December 31, 2010.
 
Critical Accounting Policies and Estimates
 
The preceding discussion and analysis of our consolidated financial position and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, pension and post-retirement obligations, environmental liabilities and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
 
We believe the following represent the most significant and subjective estimates used in the preparation of our consolidated financial statements.
 
Inventory Reserves  We maintain reserves for excess and obsolete inventories to reflect our inventory at the lower of its stated cost or market value. Our estimate for excess and obsolete inventory is based upon our assumptions about future demand and market conditions. If actual conditions are less favorable than those we have projected, we may need to increase our reserves for excess and obsolete inventories. Any increases in our reserves will adversely impact our results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If we are able to sell such inventory, any related reserves would be reversed in the period of sale.
 
Long-lived Assets  We evaluate the recoverability of our long-lived assets, including plant, equipment, timberlands, goodwill and other intangible assets periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Our evaluations include analyses based on the cash flows generated by the underlying assets, profitability information, including estimated future operating results, trends or other determinants of fair value. If the value of an asset determined by these evaluations is less than its carrying amount, a loss is recognized for the difference between the fair value and the carrying value of the asset. Future adverse changes in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the assets, thereby possibly requiring an impairment charge in the future.
 
Pension and Other Post-Retirement Obligations  Accounting for defined-benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets and future compensation growth rates. Accounting for our retiree medical plans, and any curtailments thereof, also requires various assumptions, which include, but are not limited to, discount rates and annual rates of increase in the per capita costs of health care benefits. We evaluate these assumptions at least once each year or as facts and circumstances dictate and we make changes as

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conditions warrant. Changes to these assumptions will increase or decrease our reported income or expense, which will result in changes to the recorded benefit plan assets and liabilities.
 
Environmental Liabilities  We maintain accruals for losses associated with environmental obligations when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such undiscounted liabilities are exclusive of any insurance or other claims against third parties. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt.
 
Income Taxes  We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our balance sheets, as well as operating loss and tax credit carry forwards. These deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against our deferred tax assets, which may result in a substantial increase in our effective tax rate and a material adverse impact on our reported results.
 
Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. We and our subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current liability and deferred taxes in the period in which the facts that give rise to a revision become known.
 
Other significant accounting policies, not involving the same level of uncertainties as those discussed above, are nevertheless important to an understanding of the Consolidated Financial Statements. Refer to Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements for additional accounting policies.
 
ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
                                                                 
      Year Ended December 31     At December 31, 2010    
       
  Dollars in thousands     2011   2012   2013   2014   2015     Carrying Value   Fair Value    
Long-term debt
                                                               
Average principal outstanding
                                                               
At fixed interest rates – Senior Notes
    $ 295,874     $ 296,600     $ 297,389     $ 298,244     $ 299,171       $ 295,529     $ 304,115      
At variable interest rates
      36,695       36,695       1,407                     36,695       37,780      
                                                                 
                                                $ 332,224     $ 341,895      
                                                                 
Weighted-average interest rate
                                                               
Fixed interest rate debt – Senior Notes
      7.13 %     7.13 %     7.13 %     7.13 %     7.13 %                      
Variable interest rate debt
      1.66 %     1.66 %     1.66 %                                  
                                                                 
 
The table above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of December 31, 2010. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities.
 
Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At December 31, 2010, we had long-term debt outstanding of $332.2 million, of which $36.7 million or 10.0% was at variable interest rates. Variable-rate debt outstanding represents a cash collateralized borrowing incurred in connection with the 2007 installment timberland sale that accrues interest based on 6 month LIBOR plus a margin. At December 31, 2010, the weighted-average interest rate paid was approximately 1.66%. A hypothetical 100 basis point increase or decrease in the interest rate on variable rate debt would increase or decrease annual interest expense by $0.4 million.
 
We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. dollar. During 2010, Euro functional currency operations generated approximately 25.5% of our sales and 24.6% of operating expenses and British Pound Sterling operations represented 8.8% of net sales and 8.7% of operating expenses.

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ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
 
Management of P. H. Glatfelter Company (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the chief executive and chief financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.
 
As of December 31, 2010, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We excluded from our assessment, as permitted under the applicable SEC rules, regulations and related interpretations, the internal control over financial reporting of Concert Industries Corp., which was acquired on February 12, 2010, and whose total assets constitute 21% of total assets, and which represented 13% of total net sales, of the consolidated financial statement amounts as of and for the year ended December 31, 2010. Management has determined that the Company’s internal control over financial reporting as of December 31, 2010 is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.
 
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
 
The Company’s internal control over financial reporting as of December 31, 2010, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.
 
The Company’s management, including the chief executive officer and chief financial officer, does not expect that our internal control over financial reporting will prevent or detect all errors and all frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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To the Board of Directors and Shareholders of P. H. Glatfelter Company
 
We have audited the internal control over financial reporting of P. H. Glatfelter Company and subsidiaries (the “Company”) as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting of Concert Industries Corp., which was acquired on February 12, 2010 and whose total assets constitute 21% of total assets, and which represented 13% of total net sales, of the consolidated financial statement amounts as of and for the year ended December 31, 2010. Accordingly, our audit did not include the internal control over financial reporting at Concert Industries Corp. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2010 of the Company and our report dated March 11, 2011 expressed an unqualified opinion on those financial statements and financial statement schedule.
 
/s/ DELOITTE & TOUCHE LLP
 
    Philadelphia, Pennsylvania
March 11, 2011

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To the Board of Directors and Shareholders of P. H. Glatfelter Company
 
We have audited the accompanying consolidated balance sheets of P. H. Glatfelter Company and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of P. H. Glatfelter Company and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents 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, 2010, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2011 expressed an unqualified opinion on the Company’s internal control over financial reporting.
 
/s/ DELOITTE & TOUCHE LLP
 
Philadelphia, Pennsylvania
March 11, 2011

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P. H. GLATFELTER COMPANY and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
                                 
      Year Ended December 31    
 In thousands, except per share     2010     2009   2008    
 
Net sales
    $ 1,455,331       $ 1,184,010     $ 1,263,850      
Energy and related sales – net
      10,653         13,332       9,364      
                                 
Total revenues
      1,465,984         1,197,342       1,273,214      
Costs of products sold
      1,279,737         927,578       1,095,432      
                                 
Gross profit
      186,247         269,764       177,782      
Selling, general and administrative expenses
      122,111         110,257       97,897      
Reversal of shutdown and restructuring charges
                    (856 )    
Gains on disposition of plant, equipment and timberlands, net
      (453 )       (898 )     (18,468 )    
                                 
Operating income
      64,589         160,405       99,209      
Other nonoperating income (expense)
                               
Interest expense
      (25,547 )       (19,220 )     (23,160 )    
Interest income
      808         1,886       4,975      
Other – net
      (6,321 )       75       2      
                                 
Total other nonoperating expense
      (31,060 )       (17,259 )     (18,183 )    
                                 
Income before income taxes
      33,529         143,146       81,026      
                                 
Income tax (benefit) provision
      (20,905 )       19,704       23,138      
                                 
Net income
    $ 54,434       $ 123,442     $ 57,888      
                                 
                                 
Weighted average shares outstanding
                               
Basic
      45,922         45,678       45,247      
Diluted
      46,374         45,774       45,572      
Earnings per share
                               
Basic
    $ 1.19       $ 2.70     $ 1.28      
Diluted
      1.17         2.70       1.27      
       
       
 
The accompanying notes are an integral part of the consolidated financial statements.

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P. H. GLATFELTER COMPANY and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
                         
      December 31    
  Dollars in thousands, except par values     2010     2009    
 
Assets
                       
Current assets
                       
Cash and cash equivalents
    $ 95,788       $ 135,420      
Accounts receivable (less allowance for doubtful accounts:
                       
2010 – $3,118; 2009 – $2,888)
      141,208         119,319      
Inventories
      201,077         168,370      
Prepaid expenses and other current assets
      64,617         96,947      
                         
Total current assets
      502,690         520,056      
Plant, equipment and timberlands – net
      608,170         470,632      
Other long-term assets
      230,887         199,606      
                         
Total assets
    $ 1,341,747       $ 1,190,294      
                         
                         
Liabilities and Shareholders’ Equity
                       
Current liabilities
                       
Current portion of long-term debt
    $       $ 13,759      
Short-term debt
      798         3,888      
Accounts payable
      98,594         63,604      
Dividends payable
      4,190         4,170      
Environmental liabilities
      248         440      
Other current liabilities
      109,316         100,249      
                         
Total current liabilities
      213,146         186,110      
Long-term debt
      332,224         236,936      
Deferred income taxes
      94,918         96,668      
Other long-term liabilities
      149,017         159,876      
                         
Total liabilities
      789,305         679,590      
Commitments and contingencies
                   
Shareholders’ equity
                       
Common stock, $.01 par value; authorized – 120,000,000 shares; issued – 54,361,980 shares (including shares in treasury: 2010 – 8,385,772; 2009 – 8,655,826)
      544         544      
Capital in excess of par value
      48,145         46,746      
Retained earnings
      749,453         711,765      
Accumulated other comprehensive income (loss)
      (121,247 )       (119,885 )    
                         
        676,895         639,170      
Less cost of common stock in treasury
      (124,453 )       (128,466 )    
                         
Total shareholders’ equity
      552,442         510,704      
                         
Total liabilities and shareholders’ equity
    $ 1,341,747       $ 1,190,294      
                         
                         
 
The accompanying notes are an integral part of the consolidated financial statements.

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P.H. GLATFELTER COMPANY and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 
      Year Ended December 31    
  In thousands     2010     2009   2008    
 
Operating activities
                               
Net income
    $ 54,434       $ 123,442     $ 57,888      
Adjustments to reconcile to net cash provided by operations:
                               
Depreciation, depletion and amortization
      65,839         61,256       60,611      
Amortization of debt issuance costs and original issue discount
      2,758         1,690       1,654      
Pension expense (income), net of unfunded benefits paid
      8,637         6,343       (16,062 )    
Reversals of shutdown and restructuring charges
                    (856 )    
Deferred income taxes
      (16,815 )       (22,981 )     3,265      
Gains on dispositions of plant, equipment and timberlands, net
      (453 )       (898 )     (18,468 )    
Share-based compensation
      5,767         4,599       4,350      
Alternative fuel mixture credits, net of credits applied to taxes due
      54,880         (57,946 )          
Change in operating assets and liabilities
                               
Accounts receivable
      (598 )       16,542       (17,668 )    
Inventories
      (7,592 )       28,207       (9,975 )    
Prepaid and other current assets
      (13,318 )       1,451       871      
Accounts payable
      21,064         2,390       4,264      
Environmental matters
      (29 )       (7,728 )     (13,012 )    
Accrual