x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
For the year ended December 31, 2011
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
For the transition period from __________________to __________________
|
Delaware
|
62-1612879
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
100 North Point Center East, Suite 600
Alpharetta, Georgia
|
30022
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common stock, par value $0.10 per share
|
|
New York Stock Exchange, Inc.
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
Name
|
|
Age
|
|
Position
|
Frédéric P. Villoutreix
|
|
47
|
|
Chairman of the Board and Chief Executive Officer
|
Otto R. Herbst
|
|
52
|
|
Chief Operating Officer & Executive Vice President Paper Business
|
Michel Fievez
|
|
54
|
|
Executive Vice President, Reconstituted Tobacco Business
|
Wilfred A. Martinez
|
|
58
|
|
Vice President, LIP
|
Jeffrey A. Cook
|
|
57
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Mark A. Spears
|
|
49
|
|
Corporate Controller
|
•
|
Foreign countries can impose significant tax and other regulatory restrictions on business, including limitations on repatriation of profits and proceeds of liquidated assets. While we evaluate our overall financing plans in the various jurisdictions in which we operate and attempt to manage international movements of cash from and amongst our foreign subsidiaries in a tax-efficient manner, unanticipated international movement of funds due to unexpected changes in our business or in the needs of the business could result in a material adverse impact on our financial condition or results of operations.
|
•
|
We are exposed to changes in foreign currency exchange rates. We utilize a variety of practices to manage this risk, including operating and financing activities and, where considered appropriate, derivative instruments. All derivative instruments we use are either exchange traded or entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. Counterparty risk cannot be eliminated and there can be no assurance that our efforts will be successful.
|
•
|
Changes in foreign currency exchange rates also impact the amount reported in other income (expense), net. For instance, when a non-local currency receivable or payable is not settled in the period in which it is incurred, we are required to record a gain or loss, as applicable, to reflect the impact of any change in the exchange rate as of the end of the period. We also have to reflect the translation rate impact on the carrying value of our foreign assets and liabilities as of the end of each period, which is recorded as Unrealized Translation Adjustment in Other Comprehensive Income.
|
•
|
We are exposed to global as well as regional macroeconomic and microeconomic factors, which can affect demand and pricing for our products, including: unsettled political and economic conditions; expropriation; import and export tariffs; regulatory controls and restrictions; and inflationary and deflationary economies. Risks inherent in international operations also include risks associated with the U.S. Foreign Corrupt Practices Act and local anti-bribery law compliance.
|
•
|
We participate in two joint ventures in China. One sells our products primarily to Chinese tobacco companies. The second joint venture is building a new reconstituted tobacco mill in China. Operations in China entail a number of risks including international and domestic political risks, the need to obtain operating and other permits from the government and to operate within an evolving legal and economic system.
|
•
|
demonstrating to customers that the restructuring activities will not result in adverse changes in service standards or business focus;
|
•
|
consolidating administrative infrastructure and manufacturing operations while maintaining adequate controls throughout the execution of the restructuring;
|
•
|
preserving distribution, sales and other important relationships and resolving potential conflicts that may arise;
|
•
|
minimizing the diversion of management attention from ongoing business activities;
|
•
|
maintaining employee morale and retaining key employees while implementing restructuring programs that often include reductions in the workforce;
|
•
|
coordinating and combining operations, which may be subject to additional constraints imposed by collective bargaining agreements and local laws and regulations; and
|
•
|
achieving the anticipated levels of cost savings and efficiency as a result of the restructuring activities.
|
Paper Segment
Production Locations
|
|
Reconstituted Tobacco Segment
Production Locations
|
|
Spotswood Mill
|
|
LTR Industries Mill
|
|
Spotswood, New Jersey
|
|
Spay, France
|
|
|
|
|
|
Papeteries de Saint-Girons Mill
|
|
Ancram Mill
|
|
Saint-Girons, France
|
|
Ancram, New York
|
|
|
|
|
|
Papeteries de Mauduit Mill
|
|
RTL Philippines
|
|
Quimperlé, France
|
|
Sto. Tomas, Philippines
|
|
|
|
|
|
Pirahy Mill
|
|
|
|
Piraí, Brazil
|
|
|
|
|
|
|
|
PDM Philippines Industries
|
|
|
|
San Pedro, Philippines
|
|
|
|
|
|
|
|
P.T. PDM Indonesia
|
|
|
|
Medan, Indonesia
|
|
|
|
|
|
|
|
SWM-Poland
|
|
|
|
Strykow, Poland
|
|
|
|
|
|
|
|
Newberry Operation
|
|
|
|
Newberry, South Carolina
|
|
|
|
|
|
|
|
Fiber Operation
|
|
|
|
Manitoba, Canada
|
|
|
|
|
High
|
|
Low
|
||||
2012
|
|
|
|
||||
First Quarter (through February 22, 2012)
|
$
|
72.55
|
|
|
$
|
61.18
|
|
|
|
|
|
||||
2011
|
|
|
|
||||
Fourth Quarter
|
$
|
74.68
|
|
|
$
|
53.37
|
|
Third Quarter
|
62.89
|
|
|
50.43
|
|
||
Second Quarter
|
56.32
|
|
|
47.18
|
|
||
First Quarter
|
68.38
|
|
|
46.75
|
|
||
|
|
|
|
||||
2010
|
|
|
|
||||
Fourth Quarter
|
$
|
69.33
|
|
|
$
|
53.08
|
|
Third Quarter
|
60.48
|
|
|
42.62
|
|
||
Second Quarter
|
62.63
|
|
|
47.28
|
|
||
First Quarter
|
83.63
|
|
|
42.39
|
|
Plan Category
|
Number of Securities To be Issued Upon Exercise of Outstanding Options
|
|
Weighted-
Average
Exercise
Price of
Outstanding
Options
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding securities reflected in the first column)
|
|||||||
Equity Compensation Plans approved by stockholders:
|
|
|
|
|
|
|
|
|
||||
Equity Participation Plan
(1)
|
|
104,950
|
|
|
|
$
|
32.02
|
|
|
|
—
|
|
Outside Directors Stock Plan
(2)
|
|
N/A
|
|
|
|
N/A
|
|
|
|
65,923
|
|
|
Restricted Stock Plan
(3)
|
|
N/A
|
|
|
|
N/A
|
|
|
|
673,440
|
|
|
Total approved by stockholders
|
|
N/A
|
|
|
|
N/A
|
|
|
|
739,363
|
|
|
Equity Compensation Plans not approved by stockholders:
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Grand Total
|
|
N/A
|
|
|
|
N/A
|
|
|
|
739,363
|
|
|
|
Total
Number Of
Shares
Repurchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares
Repurchased As Part of
Publicly Announced
Programs
|
|
Maximum Amount Of Shares that May Yet be Repurchased Under the Program
|
|
||||||||||||
|
|
|
|
|
|
|
|
(# shares)
|
|
($ in millions)
|
|
($ in millions)
|
|
||||||||
First Quarter
|
|
|
803,337
|
|
|
$
|
57.09
|
|
|
|
525,000
|
|
|
$
|
30.0
|
|
|
|
|
|
|
Second Quarter
|
|
|
1,143,469
|
|
|
|
51.29
|
|
|
|
1,143,469
|
|
|
|
58.7
|
|
|
|
|
|
|
Third Quarter
|
|
|
293,390
|
|
|
|
56.22
|
|
|
|
291,741
|
|
|
|
16.3
|
|
|
|
|
|
|
October
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
November
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
December
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
Fourth Quarter
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
Full Year 2011
|
|
|
2,240,196
|
|
|
$
|
53.59
|
|
|
|
1,960,210
|
|
|
$
|
105.0
|
|
|
$
|
50.0
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
719.6
|
|
|
$
|
724.5
|
|
|
$
|
676.4
|
|
Cost of products sold
|
575.7
|
|
|
543.6
|
|
|
531.8
|
|
|
617.9
|
|
|
565.3
|
|
|||||
Gross Profit
|
240.5
|
|
|
196.6
|
|
|
187.8
|
|
|
106.6
|
|
|
111.1
|
|
|||||
Nonmanufacturing expenses
|
91.4
|
|
|
73.6
|
|
|
74.7
|
|
|
60.2
|
|
|
62.2
|
|
|||||
Valuation allowance on business tax credits
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring & impairment expense
|
14.0
|
|
|
13.4
|
|
|
23.9
|
|
|
6.5
|
|
|
18.7
|
|
|||||
Operating Profit
|
119.2
|
|
|
109.6
|
|
|
89.2
|
|
|
39.9
|
|
|
30.2
|
|
|||||
Income from Continuing Operations
|
87.6
|
|
|
71.4
|
|
|
59.6
|
|
|
16.7
|
|
|
20.0
|
|
|||||
Income (Loss) from Discontinued Operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|
(15.8
|
)
|
|
(8.6
|
)
|
|||||
Net Income
|
92.6
|
|
|
65.3
|
|
|
35.6
|
|
|
0.9
|
|
|
11.4
|
|
|||||
Net Income Attributable to Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
8.0
|
|
|||||
Net Income (Loss) Attributable to SWM
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
|
$
|
0.7
|
|
|
$
|
3.4
|
|
Net Income (Loss) Per Share- Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
5.20
|
|
|
$
|
3.94
|
|
|
$
|
3.80
|
|
|
$
|
1.06
|
|
|
$
|
0.77
|
|
Income (loss) from discontinued operations
|
0.30
|
|
|
(0.34
|
)
|
|
(1.53
|
)
|
|
(1.02
|
)
|
|
(0.55
|
)
|
|||||
Net income (loss) per share - Basic
|
$
|
5.50
|
|
|
$
|
3.60
|
|
|
$
|
2.27
|
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) Per Share - Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
5.16
|
|
|
$
|
3.86
|
|
|
$
|
3.69
|
|
|
$
|
1.05
|
|
|
$
|
0.77
|
|
Income (loss) from discontinued operations
|
0.30
|
|
|
(0.33
|
)
|
|
(1.49
|
)
|
|
(1.01
|
)
|
|
(0.55
|
)
|
|||||
Net income (loss) per share - Diluted
|
$
|
5.46
|
|
|
$
|
3.53
|
|
|
$
|
2.20
|
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Dividends Declared and Paid Per Share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
EBITDA from Continuing Operations (Earnings before interest, taxes, depreciation and amortization)
(1)
|
$
|
145.8
|
|
|
$
|
145.8
|
|
|
$
|
128.0
|
|
|
$
|
74.4
|
|
|
$
|
71.5
|
|
Adjusted EBITDA from Continuing Operations
(1)
|
$
|
159.2
|
|
|
$
|
159.2
|
|
|
$
|
151.9
|
|
|
$
|
80.9
|
|
|
$
|
90.2
|
|
Percent of Net Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Profit
|
29.5
|
%
|
|
26.6
|
%
|
|
26.1
|
%
|
|
14.7
|
%
|
|
16.4
|
%
|
|||||
Nonmanufacturing expenses
|
11.2
|
%
|
|
9.9
|
%
|
|
10.4
|
%
|
|
8.3
|
%
|
|
9.2
|
%
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital spending
|
$
|
60.9
|
|
|
$
|
73.7
|
|
|
$
|
15.3
|
|
|
$
|
35.3
|
|
|
$
|
47.7
|
|
Depreciation
|
36.9
|
|
|
33.0
|
|
|
37.1
|
|
|
41.0
|
|
|
39.9
|
|
|||||
Total Assets
|
841.9
|
|
|
850.4
|
|
|
791.9
|
|
|
728.7
|
|
|
775.0
|
|
|||||
Total Debt
|
146.0
|
|
|
51.8
|
|
|
60.1
|
|
|
179.8
|
|
|
100.9
|
|
|||||
Total debt to capital ratio
|
23.5
|
%
|
|
9.0
|
%
|
|
11.1
|
%
|
|
39.3
|
%
|
|
21.5
|
%
|
(1)
|
Earnings before interest, taxes, depreciation and amortization (EBITDA) from Continuing Operations is a non-GAAP financial measure that is calculated by adding interest expense, income tax provision, net income attributable to controlling interest, depreciation and amortization expense to income (loss) from continuing operations. Adjusted
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Income from Continuing Operations
|
|
$
|
87.6
|
|
|
$
|
71.4
|
|
|
$
|
59.6
|
|
|
$
|
16.7
|
|
|
$
|
20.0
|
|
Plus: Interest expense
|
|
2.6
|
|
|
1.8
|
|
|
4.3
|
|
|
9.5
|
|
|
5.3
|
|
|||||
Plus: Tax provision (benefit)
|
|
31.1
|
|
|
39.8
|
|
|
25.3
|
|
|
6.4
|
|
|
5.0
|
|
|||||
Plus: Depreciation and amortization
|
|
43.6
|
|
|
40.0
|
|
|
43.9
|
|
|
47.4
|
|
|
39.2
|
|
|||||
Less: Amortization of deferred revenue
|
|
(6.0
|
)
|
|
(7.2
|
)
|
|
(5.1
|
)
|
|
(5.8
|
)
|
|
(6.0
|
)
|
|||||
Plus: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
8.0
|
|
|||||
EBITDA from Continuing Operations
|
|
158.9
|
|
|
145.8
|
|
|
128.0
|
|
|
74.4
|
|
|
71.5
|
|
|||||
Plus: Valuation allowance on business tax credits
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Plus: Restructuring and impairment expense
|
|
14.0
|
|
|
13.4
|
|
|
23.9
|
|
|
6.5
|
|
|
18.7
|
|
|||||
Adjusted EBITDA from Continuing Operations
|
|
$
|
188.8
|
|
|
$
|
159.2
|
|
|
$
|
151.9
|
|
|
$
|
80.9
|
|
|
$
|
90.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
($ in millions, except per share amounts)
|
||||||||||
Net Sales
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
719.6
|
|
Cost of products sold
|
575.7
|
|
|
543.6
|
|
|
531.8
|
|
|||
Gross Profit
|
240.5
|
|
|
196.6
|
|
|
187.8
|
|
|||
Selling expense
|
22.0
|
|
|
19.0
|
|
|
19.4
|
|
|||
Research expense
|
9.3
|
|
|
8.5
|
|
|
8.0
|
|
|||
General expense
|
60.1
|
|
|
46.1
|
|
|
47.3
|
|
|||
Total nonmanufacturing expenses
|
91.4
|
|
|
73.6
|
|
|
74.7
|
|
|||
Valuation allowance on ICMS business tax credits
|
15.9
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and impairment expense
|
14.0
|
|
|
13.4
|
|
|
23.9
|
|
|||
Operating Profit
|
119.2
|
|
|
109.6
|
|
|
89.2
|
|
|||
Interest expense
|
2.6
|
|
|
1.8
|
|
|
4.3
|
|
|||
Other income (expense), net
|
(2.6
|
)
|
|
0.2
|
|
|
(1.1
|
)
|
|||
Income from Continuing Operations Before Income Taxes and Loss from Equity Affiliates
|
114.0
|
|
|
108.0
|
|
|
83.8
|
|
|||
Provision for income taxes
|
31.1
|
|
|
39.8
|
|
|
25.3
|
|
|||
Income from equity affiliates
|
4.7
|
|
|
3.2
|
|
|
1.1
|
|
|||
Income from Continuing Operations
|
87.6
|
|
|
71.4
|
|
|
59.6
|
|
|||
Income (loss) from Discontinued Operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|||
Net Income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
|
|
|
|
|
|
||||||
Net Income Per Share - Basic:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
5.20
|
|
|
$
|
3.94
|
|
|
$
|
3.80
|
|
Income (loss) per share from discontinued operations
|
0.30
|
|
|
(0.34
|
)
|
|
(1.53
|
)
|
|||
Net income per share - basic
|
$
|
5.50
|
|
|
$
|
3.60
|
|
|
$
|
2.27
|
|
|
|
|
|
|
|
||||||
Net Income Per Share - Diluted:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
5.16
|
|
|
$
|
3.86
|
|
|
$
|
3.69
|
|
Income (loss) per share from discontinued operations
|
0.30
|
|
|
(0.33
|
)
|
|
(1.49
|
)
|
|||
Net Income per share - diluted
|
$
|
5.46
|
|
|
$
|
3.53
|
|
|
$
|
2.20
|
|
|
|
|
|
|
Percent
Change
|
|
Consolidated
Sales Volume
Change |
||||||||||
2011
|
|
2010
|
|
Change
|
|
|
|||||||||||
Paper
|
$
|
579.3
|
|
|
$
|
516.6
|
|
|
$
|
62.7
|
|
|
12.1
|
%
|
|
(6
|
)%
|
Reconstituted Tobacco
|
236.9
|
|
|
223.6
|
|
|
13.3
|
|
|
5.9
|
|
|
(1
|
)
|
|||
Total
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
76.0
|
|
|
10.3
|
%
|
|
(4
|
)%
|
|
Amount
|
|
Percent
|
|||
Changes due to sales volume
|
$
|
48.1
|
|
|
6.5
|
%
|
Changes in currency exchange rates
|
21.9
|
|
|
3.0
|
|
|
Changes due to royalty income
|
17.0
|
|
|
2.3
|
|
|
Changes in product mix and selling prices
|
(11.0
|
)
|
|
(1.5
|
)
|
|
Total
|
$
|
76.0
|
|
|
10.3
|
%
|
•
|
Unit sales volumes decreased by
4%
in 2011 versus the prior year. Despite lower overall volumes, the
$48.1 million
impact of sales volume changes was favorable since the dollar impact of higher-value products offset the dollar impact of traditional products.
|
◦
|
Sales volumes for the Paper segment decreased by
6%
. Sales volume for traditional tobacco-related paper products declined in certain markets partially offset by a 40% increase in LIP paper sales volume and increased sales of mostly low-margin, non-tobacco paper products to utilize available paper machine time. The dollar impact of increased LIP volumes more than offset the dollar impact of the decline in traditional paper volume.
|
◦
|
Sales volumes in the Reconstituted Tobacco segment decreased by
1%
primarily due to reduced orders from certain major customers. Sales volumes during 2011 declined and were in line with previously announced demand decreases from two of our largest customers.
|
•
|
Changes in currency exchange rates increased net sales by
$21.9 million
, or
3%
, in 2011 and primarily reflected the impact of changes in the value of the euro compared with the U.S. dollar in 2011 versus the prior year.
|
•
|
During 2011, the Company began receiving royalties on certain of its LIP patents. The $17.0 million of 2011 royalty income included a $4 million annual minimum payment, a settlement of past sales and 2011 running royalties from our agreements.
|
•
|
Unfavorable changes in selling prices and sales mix negatively impacted sales by
$11.0 million
.
|
|
2011
|
|
2010
|
|
|
|
Percent Change
|
|
Percent of Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2011
|
|
2010
|
||||||||||||
Net Sales
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
76.0
|
|
|
10.3
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of products sold
|
575.7
|
|
|
543.6
|
|
|
32.1
|
|
|
5.9
|
|
|
70.5
|
|
|
73.4
|
|
|||
Gross Profit
|
$
|
240.5
|
|
|
$
|
196.6
|
|
|
$
|
43.9
|
|
|
22.3
|
%
|
|
29.5
|
%
|
|
26.6
|
%
|
|
2011
|
|
2010
|
|
|
|
Percent Change
|
|
Percent of Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2011
|
|
2010
|
||||||||||||
Selling expense
|
$
|
22.0
|
|
|
$
|
19.0
|
|
|
$
|
3.0
|
|
|
15.8
|
%
|
|
2.7
|
%
|
|
2.5
|
%
|
Research expense
|
9.3
|
|
|
8.5
|
|
|
0.8
|
|
|
9.4
|
|
|
1.1
|
|
|
1.1
|
|
|||
General expense
|
60.1
|
|
|
46.1
|
|
|
14.0
|
|
|
30.4
|
|
|
7.4
|
|
|
6.3
|
|
|||
Nonmanufacturing expenses
|
$
|
91.4
|
|
|
$
|
73.6
|
|
|
$
|
17.8
|
|
|
24.2
|
%
|
|
11.2
|
%
|
|
9.9
|
%
|
|
2011
|
|
2010
|
|
|
|
Percent Change
|
|
Return on Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2011
|
|
2010
|
||||||||||||
Paper
|
$
|
49.0
|
|
|
$
|
37.6
|
|
|
$
|
11.4
|
|
|
30.3
|
%
|
|
8.5
|
%
|
|
7.3
|
%
|
Reconstituted Tobacco
|
90.3
|
|
|
89.2
|
|
|
1.1
|
|
|
1.2
|
|
|
38.1
|
|
|
39.9
|
|
|||
Unallocated expenses
|
(20.1
|
)
|
|
(17.2
|
)
|
|
(2.9
|
)
|
|
|
|
|
|
|
|
|||||
Total
|
$
|
119.2
|
|
|
$
|
109.6
|
|
|
$
|
9.6
|
|
|
8.8
|
%
|
|
14.6
|
%
|
|
14.8
|
%
|
•
|
$34.6 million in favorable sales volumes
|
•
|
$17.0 million in royalty income
|
•
|
$9.1 million in benefits from operational excellence, lean manufacturing initiatives and lower manufacturing costs
|
•
|
These positive factors were partially offset by a $15.9 million valuation allowance to fully reserve the Company's ICMS business tax credits, $12.2 million in higher inflationary costs such as energy, labor and materials prices, $10 million in higher litigation expenses, $6.5 million in European LIP start-up expenses and $6.4 million in unfavorable foreign exchange impacts primarily related to the Brazilian real and U.S. dollar exchange rates.
|
•
|
$5.7 million in decreased manufacturing costs as a result of our operational excellence and lean manufacturing initiatives
|
•
|
$3.8 million from foreign currency exchange impacts primarily due to a weaker U.S. dollar relative to the euro
|
•
|
These positive factors were partially offset by $4.6 million in increased inflationary costs and $4.4 million in higher restructuring costs for the suspended RTL Philippines facility
|
|
|
|
|
|
|
|
Consolidated
Sales Volume Change
|
||||||||||
|
2010
|
|
2009
|
|
Change
|
|
Percent
Change
|
|
|||||||||
Paper
|
$
|
516.6
|
|
|
$
|
496.3
|
|
|
$
|
20.3
|
|
|
4.1
|
%
|
|
1.1
|
%
|
Reconstituted Tobacco
|
223.6
|
|
|
223.3
|
|
|
0.3
|
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Total
|
$
|
740.2
|
|
|
$
|
719.6
|
|
|
$
|
20.6
|
|
|
2.9
|
%
|
|
0.4
|
%
|
|
Amount
|
|
Percent
|
|||
Changes in product mix and selling prices
|
$
|
23.5
|
|
|
3.3
|
%
|
Changes due to volume
|
6.3
|
|
|
0.9
|
|
|
Changes in currency exchange rates
|
(9.2
|
)
|
|
(1.3
|
)
|
|
Total
|
$
|
20.6
|
|
|
2.9
|
%
|
•
|
Changes in product sales mix consisting of more high-value products such as LIP papers in the Paper segment and RTL products in the Reconstituted Tobacco segment had a favorable
$23.5 million
, or
3.3%
, impact on the net sales comparison.
|
•
|
Increase in unit sales volumes in 2010 versus 2009 resulted in a favorable effect on net sales of
$6.3 million
, or
0.9%
. Unit sales volumes increased by
0.4%
in 2010 versus 2009.
|
◦
|
Sales volumes for the Paper segment increased by
1.1%
. Sales volumes of traditional tobacco-related papers continued to decline in certain markets but were more than offset by increased sales of banded cigarette papers and non-tobacco papers primarily produced to fill available machine time.
|
◦
|
Sales volumes in the Reconstituted Tobacco segment decreased by
0.6%
primarily due to decreased demand from certain of SWM's major customers.
|
•
|
Changes in currency exchange rates decreased net sales by
$9.2 million
, or
1.3%
, in 2010 compared to 2009 and primarily reflected the impacts of changes in the value of the euro and Brazilian real compared with the U.S. dollar during 2010 versus the prior year.
|
|
2010
|
|
2009
|
|
|
|
Percent Change
|
|
Percent of Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2010
|
|
2009
|
||||||||||||
Net Sales
|
$
|
740.2
|
|
|
$
|
719.6
|
|
|
$
|
20.6
|
|
|
2.9
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of products sold
|
543.6
|
|
|
531.8
|
|
|
11.8
|
|
|
2.2
|
|
|
73.4
|
|
|
73.9
|
|
|||
Gross Profit
|
$
|
196.6
|
|
|
$
|
187.8
|
|
|
$
|
8.8
|
|
|
4.7
|
%
|
|
26.6
|
%
|
|
26.1
|
%
|
|
2010
|
|
2009
|
|
|
|
Percent Change
|
|
Percent of Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2010
|
|
2009
|
||||||||||||
Selling expense
|
$
|
19.0
|
|
|
$
|
19.4
|
|
|
$
|
(0.4
|
)
|
|
(2.1
|
)%
|
|
2.7
|
%
|
|
2.6
|
%
|
Research expense
|
8.5
|
|
|
8.0
|
|
|
0.5
|
|
|
6.3
|
|
|
1.1
|
|
|
1.1
|
|
|||
General expense
|
46.1
|
|
|
47.3
|
|
|
(1.2
|
)
|
|
(2.5
|
)
|
|
7.1
|
|
|
6.1
|
|
|||
Nonmanufacturing expenses
|
$
|
73.6
|
|
|
$
|
74.7
|
|
|
$
|
(1.1
|
)
|
|
(1.5
|
)%
|
|
10.9
|
%
|
|
9.8
|
%
|
|
2010
|
|
2009
|
|
|
|
Percent Change
|
|
Return on Net Sales
|
|||||||||||
|
|
|
Change
|
|
|
2010
|
|
2009
|
||||||||||||
Paper
|
$
|
37.6
|
|
|
$
|
31.1
|
|
|
$
|
6.5
|
|
|
20.9
|
%
|
|
7.3
|
%
|
|
6.3
|
%
|
Reconstituted Tobacco
|
89.2
|
|
|
79.8
|
|
|
9.4
|
|
|
11.8
|
|
|
39.9
|
|
|
35.7
|
|
|||
Unallocated expenses
|
(17.2
|
)
|
|
(21.7
|
)
|
|
4.5
|
|
|
|
|
|
|
|
|
|||||
Total
|
$
|
109.6
|
|
|
$
|
89.2
|
|
|
$
|
20.4
|
|
|
22.9
|
%
|
|
14.8
|
%
|
|
12.4
|
%
|
Cash Flows from Operating Activities
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2011
|
|
2010
|
|
2009
|
|||||||
Net Income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
Less: Loss from discontinued operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|||
Income from continuing operations
|
87.6
|
|
|
71.4
|
|
|
59.6
|
|
|||
Non-cash items included in net income:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43.6
|
|
|
40.0
|
|
|
43.9
|
|
|||
Restructuring-related impairment
|
6.8
|
|
|
4.5
|
|
|
12.1
|
|
|||
Valuation allowance on ICMS business tax credits
|
15.9
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred revenue
|
(6.0
|
)
|
|
(7.2
|
)
|
|
(5.1
|
)
|
|||
Deferred income tax provision
|
(15.9
|
)
|
|
25.4
|
|
|
22.0
|
|
|||
Pension and other postretirement benefits
|
(6.5
|
)
|
|
2.1
|
|
|
(20.6
|
)
|
|||
Stock-based compensation
|
3.8
|
|
|
7.7
|
|
|
8.2
|
|
|||
Income from equity affiliates
|
(4.7
|
)
|
|
(3.2
|
)
|
|
(1.1
|
)
|
|||
Excess tax benefits of stock-based awards
|
(10.0
|
)
|
|
(1.6
|
)
|
|
(3.3
|
)
|
|||
Other items
|
(2.9
|
)
|
|
(3.4
|
)
|
|
1.2
|
|
|||
Net changes in operating working capital
|
(24.0
|
)
|
|
28.3
|
|
|
(39.4
|
)
|
|||
Net cash provided by operating activities of:
|
|
|
|
|
|
||||||
Continuing operations
|
87.7
|
|
|
164.0
|
|
|
77.5
|
|
|||
Discontinued operations
|
(6.2
|
)
|
|
(22.9
|
)
|
|
(14.1
|
)
|
|||
Cash Provided by Operations
|
$
|
81.5
|
|
|
$
|
141.1
|
|
|
$
|
63.4
|
|
Operating Working Capital
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2011
|
|
2010
|
|
2009
|
|||||||
Changes in operating working capital
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(25.8
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
1.8
|
|
Inventories
|
(4.5
|
)
|
|
9.9
|
|
|
(10.2
|
)
|
|||
Prepaid expenses
|
0.5
|
|
|
(0.1
|
)
|
|
1.2
|
|
|||
Accounts payable
|
(4.5
|
)
|
|
17.4
|
|
|
(17.9
|
)
|
|||
Accrued expenses
|
2.1
|
|
|
(5.5
|
)
|
|
10.6
|
|
|||
Accrued income taxes
|
8.2
|
|
|
22.4
|
|
|
(24.9
|
)
|
|||
Net changes in operating working capital
|
$
|
(24.0
|
)
|
|
$
|
28.3
|
|
|
$
|
(39.4
|
)
|
Cash Flows from Investing Activities
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Capital spending
|
$
|
(60.9
|
)
|
|
$
|
(73.7
|
)
|
|
$
|
(15.3
|
)
|
Capitalized software costs
|
(1.3
|
)
|
|
(9.3
|
)
|
|
(5.5
|
)
|
|||
Investment in equity affiliates
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
2.3
|
|
|
1.8
|
|
|
0.6
|
|
|||
Cash Used for Investing
|
$
|
(72.1
|
)
|
|
$
|
(81.2
|
)
|
|
$
|
(20.2
|
)
|
Cash Flows from Financing Activities
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2011
|
|
2010
|
|
2009
|
|||||||
Cash dividends paid to SWM stockholders
|
$
|
(10.1
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(9.6
|
)
|
Net proceeds from (payments on) borrowings
|
100.5
|
|
|
(4.8
|
)
|
|
(122.5
|
)
|
|||
Issuances of common stock
|
—
|
|
|
—
|
|
|
117.4
|
|
|||
Purchases of treasury stock
|
(120.9
|
)
|
|
(19.0
|
)
|
|
(0.8
|
)
|
|||
Proceeds from exercises of stock options
|
2.2
|
|
|
2.2
|
|
|
13.3
|
|
|||
Excess tax benefits of stock-based awards
|
10.0
|
|
|
1.6
|
|
|
3.3
|
|
|||
Cash Used in Financing
|
$
|
(18.3
|
)
|
|
$
|
(30.8
|
)
|
|
$
|
1.1
|
|
Debt Instruments and Related Covenants
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2011
|
|
2010
|
|
2009
|
|||||||
Changes in short-term debt
|
$
|
2.3
|
|
|
$
|
3.3
|
|
|
$
|
(23.8
|
)
|
Proceeds from issuances of long-term debt
|
226.7
|
|
|
48.2
|
|
|
33.5
|
|
|||
Payments on long-term debt
|
(128.5
|
)
|
|
(56.3
|
)
|
|
(132.2
|
)
|
|||
Net proceeds from (payments on) borrowings
|
$
|
100.5
|
|
|
$
|
(4.8
|
)
|
|
$
|
(122.5
|
)
|
|
Payments due for the years ended
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
||||||||||||||
Current debt
(1)
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
(2)
|
141.0
|
|
|
—
|
|
|
2.2
|
|
|
2.8
|
|
|
3.1
|
|
|
132.9
|
|
|
—
|
|
|||||||
Debt interest
(3)
|
12.8
|
|
|
3.0
|
|
|
3.0
|
|
|
2.9
|
|
|
2.8
|
|
|
1.1
|
|
|
—
|
|
|||||||
Restructuring obligations
(4)
|
12.9
|
|
|
5.8
|
|
|
1.6
|
|
|
2.1
|
|
|
1.8
|
|
|
1.1
|
|
|
0.5
|
|
|||||||
Minimum operating lease payments
(5)
|
9.3
|
|
|
0.9
|
|
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
|
1.2
|
|
|
3.5
|
|
|||||||
Purchase obligations - raw materials
(6)
|
48.3
|
|
|
42.8
|
|
|
3.3
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations - energy
(7)
|
88.1
|
|
|
40.5
|
|
|
8.7
|
|
|
8.7
|
|
|
8.7
|
|
|
3.9
|
|
|
17.6
|
|
|||||||
Purchase obligations - capital projects
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other long-term liabilities
(8) (9) (10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
320.3
|
|
|
$
|
100.9
|
|
|
$
|
20.0
|
|
|
$
|
20.0
|
|
|
$
|
17.6
|
|
|
$
|
140.2
|
|
|
$
|
21.6
|
|
(1)
|
Current debt includes borrowings against bank overdraft facilities; see Note
10
, Debt, of the Notes to Consolidated Financial Statements.
|
(2)
|
See additional information regarding long-term debt in Note
10
, Debt, of the Notes to Consolidated Financial Statements.
|
(3)
|
The amounts reflected in debt interest are based upon the short-term and long-term scheduled principal maturities and interest rates in effect as of December 31,
2011
. Where specific maturities are not stated, such as for an overdraft line-of-credit, a repayment date coinciding with the end of the year was used for purposes of these calculations. Since our debt is largely variable interest rate debt, applicable market interest rates were assumed to be the same as at December 31,
2011
for purposes of these calculations. With respect to our variable-rate debt outstanding at December 31,
2011
, a 100 basis point increase in interest rates would increase our debt interest obligation by $0.4 million in 2012. For more information regarding our outstanding debt and associated interest rates, see Note
10
, Debt, of the Notes to Consolidated Financial Statements.
|
(4)
|
Restructuring obligations are more fully discussed in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operation, Recent Developments and Note
9
, Restructuring and Impairment Activities, of the Notes to Consolidated Financial Statements.
|
(5)
|
Minimum operating lease payments relate to our future minimum obligations under non-cancelable operating leases having an initial or remaining term in excess of one year as of December 31,
2011
.
|
(6)
|
Purchase obligations for raw materials include our calcium carbonate purchase agreement at our mill in Quimperlè, France, in which a vendor operates an on-site calcium carbonate plant and our mill has minimum purchase quantities. See Note
16
, Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.
|
(7)
|
Purchase obligations for energy include obligations under agreements with (1) an energy cogeneration supplier at our mills in Quimperlè and Spay, France, to supply steam and our mills have minimum purchase commitments (2) a natural gas supplier to supply and distribute 100% of the natural gas needs of our Quimperlè mill and (3) an energy supplier to supply a constant supply of electricity for our Pirahy mill in Brazil. See Note
16
, Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.
|
(8)
|
We had no other long-term liabilities as defined for purposes of this disclosure by the SEC as of December 31, 2011.
|
(9)
|
The amounts reflected in other long-term liabilities do not include any amounts for our pension obligations. The pension obligations are funded by our separate pension trusts, which held
$124.1 million
in assets at December 31, 2011. The combined projected benefit obligation, or PBO, of our U.S. and French pension plans was underfunded by
$30.8 million
and
$32.6 million
as of December 31, 2011 and 2010, respectively. We make contributions to our pension trusts based on many factors including regulatory guidelines, investment returns of the trusts and availability of cash for pension contributions versus other priorities. We were not required to make contributions to our U.S. and French pension plans during 2012. We expect 2012 funding to be in compliance with the Pension Protection Act of 2006. For information regarding our long-term pension obligations and trust assets, see Note
14
, Postretirement and Other Benefits, of the Notes to Consolidated Financial Statements.
|
(10)
|
The amounts reflected in other long-term liabilities do not include any amounts for our postretirement healthcare and life insurance benefits. Such payments are dependent upon the incurrence of costs and filing of claims by our retirees and thus the amounts of such future payments are uncertain. Our net payments under these plans were approximately
$1 million
in both of the years ended December 31,
2011
and
2010
. Based on this past experience, we currently expect our share of the net payments to be approximately $1 million during 2012 for these benefits. For more information regarding our retiree healthcare and life insurance benefit obligations, see Note
14
, Postretirement and Other Benefits, of the Notes to Consolidated Financial Statements.
|
•
|
SWM has manufacturing facilities in 7 countries, two joint ventures in China, and sells products in over 90 countries. As a result, it is subject to a variety of import and export tax, foreign currency, labor and other regulations within these countries. Changes in these regulations, adverse interpretations or applications, as well as changes in currency exchange rates, could adversely impact the Company's business in a variety of ways, including increasing expenses, decreasing sales, limiting its ability to repatriate funds and generally limiting its ability to conduct business.
|
•
|
The Company's sales are concentrated to a limited number of customers. In 2011,
54%
of its sales were to its four largest customers. The loss of one or more of these customers, or a significant reduction in one or more of these customers' purchases, particularly those that impact our higher value LIP papers or reconstituted tobacco, could have a material effect on the Company's results of operations.
|
•
|
The Company's financial performance is materially impacted by sales of both reconstituted tobacco products and cigarette paper for lower ignition propensity cigarettes. A significant change in sales or production volumes, pricing or manufacturing costs of these products could have a material impact on future financial results. In this regard, Philip Morris-USA began advising the Company in 2009 that it disputes the manner in which the Company has calculated costs for banded cigarette papers under a cost-plus based contract for this product during the period April 2009 through December 2010. Notwithstanding that the dispute is now over a year old, and SWM has consistently advised Philip Morris-USA that it disagrees with its position, Philip Morris-USA to-date has not instituted any formal action to bring this matter to a close. Philip Morris-USA has also consistently paid the full invoiced amount from the date of the first notice of dispute to the present thereby avoiding any contention by SWM that the agreement has been breached for non-payment. Philip Morris-USA's action reflects a requirement found in the Virginia Uniform Commercial Code, the law that governs the contract, that suggests a party making full payment of a disputed invoice potentially waives any right to recover the amount paid unless such payment is accompanied by an explicit reservation of rights. Currently, the disputed amount is approximately
$24.4 million
. While the Company believes that it has properly calculated the amount it invoiced, the ultimate resolution of this dispute, if unfavorable to the Company, could have a material adverse effect on the Company's results of operations.
|
•
|
As a result of excess capacity in the tobacco-related papers industry and increased operating costs, competitive levels of selling prices for certain of the Company's products are not sufficient to cover those costs with a margin that the Company considers reasonable. Such competitive pressures have resulted in downtime of certain paper machines and, in some cases, accelerated depreciation or impairment charges for certain equipment as well as employee severance expenses associated with downsizing activities. The Company will continue to disclose any such actions as they are announced to affected employees or otherwise become certain and will continue to provide updates to any previously disclosed expectations of expenses associated with such actions.
|
•
|
The demand for our reconstituted tobacco leaf product is subject to change depending on the rate at which this product is included in the blend that forms the column of tobacco in various cigarette brands as well as the supply and cost of natural tobacco leaf, which serves to an extent as a substitute for reconstituted tobacco. A change in the inclusion rate or the dynamics of the natural leaf tobacco market can have a material effect on the volume of reconstituted tobacco sales, the price for reconstituted tobacco or both, either of which can have a material effect on our earnings from that product line. In past years, the Company has experienced the adverse effects for one or more years related to changes in the demand and supply relationship for natural leaf.
|
•
|
In recent years, governmental entities around the world, particularly in the United States and western Europe, have taken or have proposed actions that may have the effect of reducing consumption of tobacco products. Reports with respect to the possible harmful physical effects of cigarette smoking and use of tobacco products have been publicized for many years and, together with actions to restrict or prohibit advertising and promotion of cigarettes or other tobacco products, to limit smoking in public places and to increase taxes on such products, are intended to discourage the consumption of cigarettes and other such products. Also in recent years, certain governmental entities, particularly in North America, have enacted, considered or proposed actions that would require cigarettes to meet specifications aimed at reducing their likelihood of igniting fires when the cigarettes are not actively being smoked. Furthermore, it is not possible to predict what additional legislation or regulations relating to tobacco products will be enacted, or to what extent, if any, such legislation or regulations might affect our business.
|
•
|
Our portfolio of granted patents varies by country, which could have an impact on any competitive advantage provided by patents in individual markets. We rely on patent, trademark, and other intellectual property laws of the United States and other countries to protect our intellectual property rights. In order to maintain the benefits of our patents, we may be required to enforce certain of our patents against infringement through court actions. However, we may be unable to prevent third parties from using our intellectual property or infringing on our patents without our authorization, which may reduce any competitive advantage we have developed. If we have to litigate to protect these rights, any proceedings could be costly, time consuming, could divert management resources, and we may not prevail. We cannot guarantee that any United States or foreign patents, issued or pending, will continue to provide us with any competitive advantage or will not be successfully challenged by third parties. We do not believe that any of our products infringe the valid intellectual property rights of third parties. However, we may be unaware of intellectual property rights of others that may cover some of our products or services. In that event, we may be subject to significant claims for damages. Effectively policing our intellectual property and patents is time consuming and costly, and the steps taken by us may not prevent infringement of our intellectual property, patents or other proprietary rights in our products, technology and trademarks, particularly in foreign countries where in many instances the local laws or legal systems do not offer the same level of protection as in the United States.
|
•
|
Recent uncertainty in the EU financial markets has increased the possibility of significant changes in foreign exchange rates as governments take counter measures. As a large portion of our commercial business is euro denominated, any material change in the euro to U.S. dollar exchange rate could impact our results on a consolidated basis.
|
|
Page
|
Consolidated Financial Statements
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net Sales
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
719.6
|
|
Cost of products sold
|
575.7
|
|
|
543.6
|
|
|
531.8
|
|
|||
Gross Profit
|
240.5
|
|
|
196.6
|
|
|
187.8
|
|
|||
|
|
|
|
|
|
||||||
Selling expense
|
22.0
|
|
|
19.0
|
|
|
19.4
|
|
|||
Research expense
|
9.3
|
|
|
8.5
|
|
|
8.0
|
|
|||
General expense
|
60.1
|
|
|
46.1
|
|
|
47.3
|
|
|||
Total nonmanufacturing expenses
|
91.4
|
|
|
73.6
|
|
|
74.7
|
|
|||
|
|
|
|
|
|
||||||
Valuation allowance on ICMS business tax credits
|
15.9
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and impairment expense
|
14.0
|
|
|
13.4
|
|
|
23.9
|
|
|||
Operating Profit
|
119.2
|
|
|
109.6
|
|
|
89.2
|
|
|||
Interest expense
|
2.6
|
|
|
1.8
|
|
|
4.3
|
|
|||
Other income (expense), net
|
(2.6
|
)
|
|
0.2
|
|
|
(1.1
|
)
|
|||
Income from Continuing Operations before Income Taxes and Income from Equity Affiliates
|
114.0
|
|
|
108.0
|
|
|
83.8
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
31.1
|
|
|
39.8
|
|
|
25.3
|
|
|||
Income from equity affiliates
|
4.7
|
|
|
3.2
|
|
|
1.1
|
|
|||
Income from Continuing Operations
|
87.6
|
|
|
71.4
|
|
|
59.6
|
|
|||
Income (loss) from Discontinued Operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|||
Net Income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
|
|
|
|
|
|
||||||
Net Income (Loss) per Share - Basic:
|
|
|
|
|
|
|
|
|
|||
Income per share from continuing operations
|
$
|
5.20
|
|
|
$
|
3.94
|
|
|
$
|
3.80
|
|
Income (loss) per share from discontinued operations
|
0.30
|
|
|
(0.34
|
)
|
|
(1.53
|
)
|
|||
Net income per share – basic
|
$
|
5.50
|
|
|
$
|
3.60
|
|
|
$
|
2.27
|
|
|
|
|
|
|
|
||||||
Net Income (Loss) per Share – Diluted:
|
|
|
|
|
|
|
|
|
|||
Income per share from continuing operations
|
$
|
5.16
|
|
|
$
|
3.86
|
|
|
$
|
3.69
|
|
Income (loss) per share from discontinued operations
|
0.30
|
|
|
(0.33
|
)
|
|
(1.49
|
)
|
|||
Net income per share – diluted
|
$
|
5.46
|
|
|
$
|
3.53
|
|
|
$
|
2.20
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Basic
|
16,615,100
|
|
|
17,686,700
|
|
|
15,550,100
|
|
|||
|
|
|
|
|
|
||||||
Diluted
|
16,743,400
|
|
|
18,049,400
|
|
|
16,003,500
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net Income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
Other Comprehensive Income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(17.6
|
)
|
|
0.2
|
|
|
24.8
|
|
|||
Less: Reclassification adjustment for translation adjustments realized upon deconsolidation of foreign subsidiary
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Unrealized gains on derivative instruments
|
0.6
|
|
|
7.5
|
|
|
9.8
|
|
|||
Less: Reclassification adjustment for gains on derivative instruments included in net income
|
(5.5
|
)
|
|
(8.0
|
)
|
|
(3.0
|
)
|
|||
|
|
|
|
|
|
||||||
Net gain (loss) from postretirement benefit plans
|
(1.1
|
)
|
|
(3.7
|
)
|
|
10.6
|
|
|||
Less: Amortization of postretirement benefit plans' costs included in net periodic benefit cost
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(4.9
|
)
|
|||
Other Comprehensive Income (Loss)
|
(26.0
|
)
|
|
(5.2
|
)
|
|
37.3
|
|
|||
Comprehensive Income
|
$
|
66.6
|
|
|
$
|
60.1
|
|
|
$
|
72.9
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
76.5
|
|
|
$
|
87.3
|
|
Accounts receivable
|
112.3
|
|
|
98.9
|
|
||
Inventories
|
113.8
|
|
|
113.8
|
|
||
Income taxes receivable
|
2.9
|
|
|
0.9
|
|
||
Current deferred income tax benefits
|
18.2
|
|
|
6.2
|
|
||
Other current assets
|
3.3
|
|
|
5.7
|
|
||
Total Current Assets
|
327.0
|
|
|
312.8
|
|
||
|
|
|
|
||||
Property, Plant and Equipment, net
|
428.8
|
|
|
440.8
|
|
||
Deferred Income Tax Benefits
|
11.8
|
|
|
11.8
|
|
||
Investment in Equity Affiliates
|
38.7
|
|
|
20.5
|
|
||
Goodwill and Intangible Assets
|
7.1
|
|
|
8.8
|
|
||
Other Assets
|
31.8
|
|
|
55.7
|
|
||
Total Assets
|
$
|
845.2
|
|
|
$
|
850.4
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current Liabilities
|
|
|
|
|
|||
Current debt
|
$
|
5.0
|
|
|
$
|
8.7
|
|
Accounts payable
|
53.7
|
|
|
66.4
|
|
||
Accrued expenses
|
82.1
|
|
|
111.6
|
|
||
Total Current Liabilities
|
140.8
|
|
|
186.7
|
|
||
|
|
|
|
||||
Long-Term Debt
|
141.0
|
|
|
43.1
|
|
||
Pension and Other Postretirement Benefits
|
42.3
|
|
|
46.3
|
|
||
Deferred Income Tax Liabilities
|
19.8
|
|
|
28.9
|
|
||
Other Liabilities
|
25.4
|
|
|
21.2
|
|
||
Total Liabilities
|
369.3
|
|
|
326.2
|
|
||
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
|
|||
Preferred stock, $0.10 par value; 10,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value; 100,000,000 shares authorized; 18,793,649 and 18,721,474 shares issued at December 31, 2011 and 2010, respectively; 16,183,442 and 18,027,903 shares outstanding at December 31, 2011 and 2010, respectively
|
1.9
|
|
|
1.9
|
|
||
Additional paid-in-capital
|
211.7
|
|
|
208.8
|
|
||
Common stock in treasury, at cost, 2,610,207 and 693,571 shares at December 31, 2011 and 2010, respectively
|
(132.1
|
)
|
|
(24.4
|
)
|
||
Retained earnings
|
418.9
|
|
|
336.4
|
|
||
Accumulated other comprehensive (loss) income, net of tax
|
(24.5
|
)
|
|
1.5
|
|
||
Total Stockholders’ Equity
|
475.9
|
|
|
524.2
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
845.2
|
|
|
$
|
850.4
|
|
|
Common Stock Issued
|
|
|
|
Treasury Stock
|
|
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Shares
|
|
Amount
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Total
|
||||||||||||||
Balance, December 31, 2008
|
16,078,733
|
|
|
$
|
1.6
|
|
|
$
|
64.6
|
|
|
748,953
|
|
|
$
|
(14.1
|
)
|
|
$
|
255.9
|
|
|
$
|
(30.6
|
)
|
|
$
|
277.4
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
35.6
|
|
|
|
|
35.6
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
37.3
|
|
|
37.3
|
|
||||||||||||
Issuance of common stock
|
2,070,000
|
|
|
0.2
|
|
|
117.2
|
|
|
|
|
|
|
|
|
|
|
117.4
|
|
||||||||||
Dividends declared ($0.60 per share)
|
|
|
|
|
|
|
|
|
|
|
(9.6
|
)
|
|
|
|
(9.6
|
)
|
||||||||||||
Restricted stock issuances, net
|
|
|
|
|
(0.2
|
)
|
|
(13,500
|
)
|
|
0.2
|
|
|
|
|
|
|
—
|
|
||||||||||
Stock-based employee compensation expense
|
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
|
|
8.2
|
|
||||||||||||
Excess tax benefits of stock-based employee compensation
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
||||||||||||
Stock issued to directors as compensation
|
890
|
|
|
|
|
|
|
|
(3,306
|
)
|
|
0.1
|
|
|
|
|
|
|
0.1
|
|
|||||||||
Issuance of shares for options exercised
|
483,612
|
|
|
0.1
|
|
|
12.6
|
|
|
(30,750
|
)
|
|
0.6
|
|
|
|
|
|
|
|
13.3
|
|
|||||||
Purchases of treasury stock
|
|
|
|
|
|
|
|
|
|
56,953
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
(0.8
|
)
|
||||||
Balance, December 31, 2009
|
18,633,235
|
|
|
$
|
1.9
|
|
|
$
|
205.7
|
|
|
758,350
|
|
|
$
|
(14.0
|
)
|
|
$
|
281.9
|
|
|
$
|
6.7
|
|
|
$
|
482.2
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
65.3
|
|
|
|
|
65.3
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.2
|
)
|
|
(5.2
|
)
|
||||||||||||
Dividends declared ($0.60 per share)
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
|
|
(10.8
|
)
|
||||||||||||
Restricted stock issuances, net
|
|
|
|
|
(8.6
|
)
|
|
(453,473
|
)
|
|
8.6
|
|
|
|
|
|
|
—
|
|
||||||||||
Stock-based employee compensation expense
|
|
|
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
7.7
|
|
||||||||||||
Excess tax benefits of stock-based employee compensation
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
||||||||||||
Stock issued to directors as compensation
|
2,453
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|||||||||||
Issuance of shares for options exercised
|
85,786
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|||||||||||
Purchases of treasury stock
|
|
|
|
|
|
|
|
|
|
388,694
|
|
|
(19.0
|
)
|
|
|
|
|
|
|
|
(19.0
|
)
|
||||||
Balance, December 31, 2010
|
18,721,474
|
|
|
$
|
1.9
|
|
|
$
|
208.8
|
|
|
693,571
|
|
|
$
|
(24.4
|
)
|
|
$
|
336.4
|
|
|
$
|
1.5
|
|
|
$
|
524.2
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
92.6
|
|
|
|
|
92.6
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(26.0
|
)
|
|
(26.0
|
)
|
||||||||||||
Dividends declared ($0.60 per share)
|
|
|
|
|
|
|
|
|
|
|
(10.1
|
)
|
|
|
|
(10.1
|
)
|
||||||||||||
Restricted stock issuances, net
|
|
|
|
|
(13.2
|
)
|
|
(323,560
|
)
|
|
13.2
|
|
|
|
|
|
|
—
|
|
||||||||||
Stock-based employee compensation expense
|
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
||||||||||||
Excess tax benefits of stock-based employee compensation
|
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
10.0
|
|
||||||||||||
Stock issued to directors as compensation
|
2,138
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|||||||||||
Issuance of shares for options exercised
|
70,037
|
|
|
|
|
2.2
|
|
|
—
|
|
|
|
|
|
|
|
|
2.2
|
|
||||||||||
Purchases of treasury stock
|
|
|
|
|
|
|
2,240,196
|
|
|
(120.9
|
)
|
|
|
|
|
|
(120.9
|
)
|
|||||||||||
Balance, December 31, 2011
|
18,793,649
|
|
|
$
|
1.9
|
|
|
$
|
211.7
|
|
|
2,610,207
|
|
|
$
|
(132.1
|
)
|
|
$
|
418.9
|
|
|
$
|
(24.5
|
)
|
|
$
|
475.9
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Operations
|
|
|
|
|
|
||||||
Net income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
Less: Income (loss) from discontinued operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|||
Income from continuing operations
|
87.6
|
|
|
71.4
|
|
|
59.6
|
|
|||
|
|
|
|
|
|
||||||
Non-cash items included in net income:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43.6
|
|
|
40.0
|
|
|
43.9
|
|
|||
Restructuring-related impairment
|
6.8
|
|
|
4.5
|
|
|
12.1
|
|
|||
Valuation allowance on ICMS business tax credits
|
15.9
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred revenue
|
(6.0
|
)
|
|
(7.2
|
)
|
|
(5.1
|
)
|
|||
Deferred income tax provision (benefit)
|
(15.9
|
)
|
|
25.4
|
|
|
22.0
|
|
|||
Pension and other postretirement benefits
|
(6.5
|
)
|
|
2.1
|
|
|
(20.6
|
)
|
|||
Stock-based compensation
|
3.8
|
|
|
7.7
|
|
|
8.2
|
|
|||
Income from equity affiliates
|
(4.7
|
)
|
|
(3.2
|
)
|
|
(1.1
|
)
|
|||
Excess tax benefits of stock-based awards
|
(10.0
|
)
|
|
(1.6
|
)
|
|
(3.3
|
)
|
|||
Other items
|
(2.9
|
)
|
|
(3.4
|
)
|
|
1.2
|
|
|||
Changes in operating working capital
|
|
|
|
|
|
||||||
Accounts receivable
|
(25.8
|
)
|
|
(15.8
|
)
|
|
1.8
|
|
|||
Inventories
|
(4.5
|
)
|
|
9.9
|
|
|
(10.2
|
)
|
|||
Prepaid expenses
|
0.5
|
|
|
(0.1
|
)
|
|
1.2
|
|
|||
Accounts payable
|
(4.5
|
)
|
|
17.4
|
|
|
(17.9
|
)
|
|||
Accrued expenses
|
2.1
|
|
|
(5.5
|
)
|
|
10.6
|
|
|||
Accrued incomes taxes
|
8.2
|
|
|
22.4
|
|
|
(24.9
|
)
|
|||
Net changes in operating working capital
|
(24.0
|
)
|
|
28.3
|
|
|
(39.4
|
)
|
|||
Net cash provided (used) by operating activities of:
|
|
|
|
|
|
||||||
- Continuing operations
|
87.7
|
|
|
164.0
|
|
|
77.5
|
|
|||
- Discontinued operations
|
(6.2
|
)
|
|
(22.9
|
)
|
|
(14.1
|
)
|
|||
Cash Provided by Operations
|
81.5
|
|
|
141.1
|
|
|
63.4
|
|
|||
|
|
|
|
|
|
||||||
Investing
|
|
|
|
|
|
||||||
Capital spending
|
(60.9
|
)
|
|
(73.7
|
)
|
|
(15.3
|
)
|
|||
Capitalized software costs
|
(1.3
|
)
|
|
(9.3
|
)
|
|
(5.5
|
)
|
|||
Investment in equity affiliates
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing
|
2.3
|
|
|
1.8
|
|
|
0.6
|
|
|||
Cash Used for Investing
|
(72.1
|
)
|
|
(81.2
|
)
|
|
(20.2
|
)
|
|||
|
|
|
|
|
|
||||||
Financing
|
|
|
|
|
|
||||||
Cash dividends paid to SWM stockholders
|
(10.1
|
)
|
|
(10.8
|
)
|
|
(9.6
|
)
|
|||
Changes in short-term debt
|
2.3
|
|
|
3.3
|
|
|
(23.8
|
)
|
|||
Proceeds from issuances of long-term debt
|
226.7
|
|
|
48.2
|
|
|
33.5
|
|
|||
Payments on long-term debt
|
(128.5
|
)
|
|
(56.3
|
)
|
|
(132.2
|
)
|
|||
Net proceeds from issuances of common stock
|
—
|
|
|
—
|
|
|
117.4
|
|
|||
Purchases of treasury stock
|
(120.9
|
)
|
|
(19.0
|
)
|
|
(0.8
|
)
|
|||
Proceeds from exercise of stock options
|
2.2
|
|
|
2.2
|
|
|
13.3
|
|
|||
Excess tax benefits of stock-based awards
|
10.0
|
|
|
1.6
|
|
|
3.3
|
|
|||
Cash Provided by (Used in) Financing
|
(18.3
|
)
|
|
(30.8
|
)
|
|
1.1
|
|
|||
Effect of Exchange Rate Changes on Cash
|
(1.9
|
)
|
|
1.3
|
|
|
0.7
|
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
(10.8
|
)
|
|
30.4
|
|
|
45.0
|
|
|||
Cash and Cash Equivalents at beginning of period
|
87.3
|
|
|
56.9
|
|
|
11.9
|
|
|||
Cash and Cash Equivalents at end of period
|
$
|
76.5
|
|
|
$
|
87.3
|
|
|
$
|
56.9
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Accumulated pension and OPEB liability adjustments, net of income tax of $24.8 million and $25.3 million at December 31, 2011 and 2010, respectively
|
$
|
(44.2
|
)
|
|
$
|
(41.7
|
)
|
Accumulated unrealized gain on financial instruments, net of income tax of $(0.6) million and $2.0 million at December 31, 2011 and 2010, respectively
|
0.4
|
|
|
5.3
|
|
||
Accumulated unrealized foreign currency translation adjustments
|
19.3
|
|
|
37.9
|
|
||
Accumulated other comprehensive income
|
$
|
(24.5
|
)
|
|
$
|
1.5
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of
Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of
Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of
Tax
|
||||||||||||||||||
Pension and OPEB liability adjustments
|
$
|
(2.0
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
3.9
|
|
|
$
|
(4.9
|
)
|
|
$
|
9.3
|
|
|
$
|
(3.6
|
)
|
|
$
|
5.7
|
|
Unrealized gain (loss) on financial instruments
|
(7.5
|
)
|
|
2.6
|
|
|
(4.9
|
)
|
|
(0.9
|
)
|
|
0.4
|
|
|
(0.5
|
)
|
|
9.9
|
|
|
(3.1
|
)
|
|
6.8
|
|
|||||||||
Unrealized foreign currency translation adjustments
|
(18.6
|
)
|
|
—
|
|
|
(18.6
|
)
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|||||||||
Total
|
$
|
(28.1
|
)
|
|
$
|
2.1
|
|
|
$
|
(26.0
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
4.3
|
|
|
$
|
(5.2
|
)
|
|
$
|
44.0
|
|
|
$
|
(6.7
|
)
|
|
$
|
37.3
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Assets of discontinued operations:
|
|
|
|
||||
Current assets
|
$
|
—
|
|
|
$
|
3.9
|
|
Noncurrent deferred income tax benefits
|
—
|
|
|
8.0
|
|
||
Other assets – assets held for sale
|
—
|
|
|
0.4
|
|
||
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|||
Current liabilities
|
—
|
|
|
12.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
20.8
|
|
Restructuring and impairment expense
|
1.5
|
|
|
7.9
|
|
|
26.3
|
|
|||
Gain on deconsolidation
|
5.7
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations before income taxes
|
3.6
|
|
|
(9.3
|
)
|
|
(36.5
|
)
|
|||
Income tax benefit
|
1.4
|
|
|
3.2
|
|
|
12.5
|
|
|||
Income (loss) from discontinued operations
|
5.0
|
|
|
(6.1
|
)
|
|
(24.0
|
)
|
|
2011
|
|
2010
|
||||
Balance at beginning of year
|
$
|
9.2
|
|
|
$
|
20.9
|
|
Accruals for announced programs
|
1.2
|
|
|
7.7
|
|
||
Cash payments
|
(2.5
|
)
|
|
(17.8
|
)
|
||
Exchange rate impacts
|
—
|
|
|
(1.6
|
)
|
||
Gain on deconsolidation
|
(7.9
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
9.2
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Trade receivables
|
$
|
85.5
|
|
|
$
|
70.7
|
|
Business tax credits, including VAT
|
6.1
|
|
|
13.3
|
|
||
Hedge contracts receivable
|
1.6
|
|
|
4.2
|
|
||
Other receivables
|
19.8
|
|
|
11.4
|
|
||
Less allowance for doubtful accounts and sales discounts
|
(0.7
|
)
|
|
(0.7
|
)
|
||
Total accounts receivable
|
$
|
112.3
|
|
|
$
|
98.9
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Land and improvements
|
$
|
26.3
|
|
|
$
|
24.9
|
|
Buildings and improvements (20 to 40 years or remaining life of relevant lease)
|
154.4
|
|
|
137.0
|
|
||
Machinery and equipment (5 to 20 years)
|
669.5
|
|
|
680.8
|
|
||
Construction in progress
|
75.4
|
|
|
78.9
|
|
||
Gross Property
|
925.6
|
|
|
921.6
|
|
||
Less: Accumulated Depreciation
|
496.8
|
|
|
480.8
|
|
||
Property, Plant and Equipment, net
|
$
|
428.8
|
|
|
$
|
440.8
|
|
|
Reconstituted Tobacco
|
|
Paper
|
|
Total
|
||||||
Goodwill as of January 1, 2010, net
|
$
|
6.3
|
|
|
$
|
2.7
|
|
|
$
|
9.0
|
|
Foreign currency translation adjustments
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Impairment losses
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||
Goodwill as of December 31, 2010
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|||
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill as of December 31, 2011, gross
|
$
|
5.6
|
|
|
$
|
2.7
|
|
|
$
|
8.3
|
|
Accumulated impairment losses
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||
Goodwill as of December 31, 2011, net
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization*
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization*
|
|
Net
Carrying
Amount
|
||||||||||||
Customer-related intangibles
(Reconstituted Tobacco Segment)
|
$
|
10.0
|
|
|
$
|
8.5
|
|
|
$
|
1.5
|
|
|
$
|
10.0
|
|
|
$
|
7.0
|
|
|
$
|
3.0
|
|
|
December 31
|
||||||
|
2011
|
|
2010
|
||||
Capitalized software costs, net of accumulated amortization
|
$
|
17.2
|
|
|
$
|
23.2
|
|
Business tax credits, including VAT and ICMS (net of $16.2 million reserve as of December 31, 2011)
|
3.9
|
|
|
18.9
|
|
||
Grantor trust assets
|
6.4
|
|
|
6.2
|
|
||
Other assets
|
4.3
|
|
|
7.4
|
|
||
Total
|
$
|
31.8
|
|
|
$
|
55.7
|
|
|
2011
|
|
2010
|
||||
Balance at beginning of year
|
$
|
10.0
|
|
|
$
|
12.1
|
|
Accruals for announced programs
|
7.1
|
|
|
10.2
|
|
||
Cash payments
|
(9.5
|
)
|
|
(11.2
|
)
|
||
Exchange rate impacts
|
(0.3
|
)
|
|
(1.1
|
)
|
||
Balance at end of period
|
$
|
7.3
|
|
|
$
|
10.0
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Revolving Credit Agreement
|
$
|
129.4
|
|
|
$
|
—
|
|
Euro Revolver
|
—
|
|
|
33.5
|
|
||
French Employee Profit Sharing
|
12.2
|
|
|
11.2
|
|
||
Bank Overdrafts
|
3.9
|
|
|
6.6
|
|
||
Other
|
0.5
|
|
|
0.5
|
|
||
Total Debt
|
146.0
|
|
|
51.8
|
|
||
Less: Current debt
|
(5.0
|
)
|
|
(8.7
|
)
|
||
Long-Term Debt
|
$
|
141.0
|
|
|
$
|
43.1
|
|
2012
|
$
|
5.0
|
|
2013
|
2.2
|
|
|
2014
|
2.8
|
|
|
2015
|
3.1
|
|
|
2016
|
132.9
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
146.0
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accounts Receivable
|
|
$
|
1.6
|
|
|
Accounts Payable
|
|
$
|
—
|
|
Foreign exchange contracts
|
Property, Plant & Equipment
|
|
—
|
|
|
Other Liabilities
|
|
3.2
|
|
||
Foreign exchange contracts
|
Other Assets
|
|
1.0
|
|
|
|
|
|
|||
Total derivatives designated as hedges
|
|
|
2.6
|
|
|
|
|
3.2
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Assets
|
|
—
|
|
|
Other Liabilities
|
|
0.1
|
|
||
Foreign exchange contracts
|
Accounts Receivable
|
|
0.1
|
|
|
Accounts Payable
|
|
—
|
|
||
Total derivatives not designated as hedges
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||
Total derivatives
|
|
|
$
|
2.7
|
|
|
|
|
$
|
3.3
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accounts Receivable
|
|
$
|
4.2
|
|
|
Accounts Payable
|
|
$
|
—
|
|
Foreign exchange contracts
|
Property, Plant & Equipment
|
|
(0.3
|
)
|
|
Other Liabilities
|
|
—
|
|
||
Foreign exchange contracts
|
Other Assets
|
|
3.6
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedges
|
|
|
7.5
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Assets
|
|
—
|
|
|
Other Liabilities
|
|
0.7
|
|
||
Foreign exchange contracts
|
Accounts Receivable
|
|
—
|
|
|
Accounts Payable
|
|
0.4
|
|
||
Total derivatives not designated as hedges
|
|
|
—
|
|
|
|
|
1.1
|
|
||
Total derivatives
|
|
|
$
|
7.5
|
|
|
|
|
$
|
1.1
|
|
Derivatives Designated as Cash Flow Hedging Relationships
|
Gain (Loss) Recognized in AOCI on Derivatives, Net of Tax
|
|
Location of Gain
/(Loss)
Reclassified from
AOCI into
Income
|
|
Gain /(Loss) Reclassified
from AOCI into Income
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||
Foreign exchange contracts
|
$
|
(4.9
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
6.8
|
|
|
Net Sales
|
|
$
|
5.5
|
|
|
$
|
8.0
|
|
|
3.0
|
|
Derivatives Not Designated as Cash Flow Hedging Instruments
|
|
Location of Gain / (Loss)
Recognized in Income on
Derivatives
|
|
Amount of Gain / (Loss) Recognized in Income on Derivatives for the Year Ended December 31,
|
||||||||||
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Interest rate contracts
|
|
Other Income / Expense
|
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
Foreign exchange contracts
|
|
Other Income / Expense
|
|
2.6
|
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|||
Total
|
|
|
|
$
|
3.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.2
|
)
|
|
December 31,
|
||||||
|
2011
|
2010
|
|||||
Accrued salaries, wages and employee benefits
|
$
|
40.0
|
|
|
$
|
35.9
|
|
Accrued restructuring expenses - continuing operations
|
7.3
|
|
|
10.0
|
|
||
Accrued restructuring expenses - discontinued operations
|
—
|
|
|
9.2
|
|
||
Deferred revenue
|
2.3
|
|
|
6.0
|
|
||
Accrued business taxes
|
4.0
|
|
|
7.4
|
|
||
Other accrued expenses
|
28.5
|
|
|
43.1
|
|
||
Total
|
$
|
82.1
|
|
|
$
|
111.6
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Current income taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
12.8
|
|
|
$
|
7.5
|
|
|
$
|
3.0
|
|
U.S. State
|
1.1
|
|
|
0.7
|
|
|
0.3
|
|
|||
Foreign
|
33.1
|
|
|
6.2
|
|
|
—
|
|
|||
|
47.0
|
|
|
14.4
|
|
|
3.3
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
4.6
|
|
|
6.0
|
|
|
5.3
|
|
|||
U.S. State
|
0.4
|
|
|
0.5
|
|
|
0.6
|
|
|||
Foreign
|
(20.9
|
)
|
|
18.9
|
|
|
16.1
|
|
|||
|
(15.9
|
)
|
|
25.4
|
|
|
22.0
|
|
|||
Total
|
$
|
31.1
|
|
|
$
|
39.8
|
|
|
$
|
25.3
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Tax provision at U.S. statutory rate
|
$
|
39.9
|
|
|
35.0
|
%
|
|
$
|
37.8
|
|
|
35.0
|
%
|
|
$
|
29.3
|
|
|
35.0
|
%
|
Foreign tax incentives
|
(11.8
|
)
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjustments to valuation allowances
|
5.9
|
|
|
5.2
|
|
|
1.9
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
Tax benefits of foreign legal structure
|
(3.9
|
)
|
|
(3.4
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
(4.2
|
)
|
|
(5.0
|
)
|
|||
Net deferred tax expense from legal entity reorganization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.2
|
|
|||
French business tax reclassified as income tax
|
2.6
|
|
|
2.3
|
|
|
2.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|||
Change in enacted foreign tax rate
|
(1.2
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other foreign taxes, net
|
(0.2
|
)
|
|
(0.2
|
)
|
|
0.8
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|||
Provision for income taxes
|
$
|
31.1
|
|
|
27.3
|
%
|
|
$
|
39.8
|
|
|
36.9
|
%
|
|
$
|
25.3
|
|
|
30.2
|
%
|
|
December 31,
|
||||||
Current deferred income tax assets attributable to:
|
2011
|
|
2010
|
||||
Inventories
|
$
|
0.1
|
|
|
$
|
—
|
|
Postretirement and other employee benefits
|
1.9
|
|
|
1.9
|
|
||
Other accrued liabilities
|
3.6
|
|
|
5.0
|
|
||
Valuation allowances
|
(0.8
|
)
|
|
(0.3
|
)
|
||
Foreign tax incentives
|
11.7
|
|
|
—
|
|
||
Other
|
1.7
|
|
|
(0.4
|
)
|
||
Net current deferred income tax assets
|
$
|
18.2
|
|
|
$
|
6.2
|
|
Noncurrent deferred income tax assets attributable to:
|
|
|
|
||||
Operating loss carryforwards
|
$
|
17.3
|
|
|
$
|
4.1
|
|
Tax credit carryforwards
|
1.0
|
|
|
1.0
|
|
||
Postretirement and other employee benefits
|
14.1
|
|
|
12.7
|
|
||
Accumulated depreciation and amortization
|
(17.7
|
)
|
|
(7.9
|
)
|
||
Valuation allowances
|
(11.6
|
)
|
|
(4.8
|
)
|
||
Other
|
8.7
|
|
|
6.7
|
|
||
Net noncurrent deferred income tax assets
|
$
|
11.8
|
|
|
$
|
11.8
|
|
Noncurrent deferred income tax liabilities attributable to:
|
|
|
|
||||
Accumulated depreciation and amortization
|
$
|
(51.8
|
)
|
|
$
|
(68.0
|
)
|
Operating loss carryforwards
|
32.0
|
|
|
51.9
|
|
||
Valuation allowance
|
—
|
|
|
(1.8
|
)
|
||
Postretirement and other employee benefits
|
3.4
|
|
|
5.9
|
|
||
Other
|
(3.4
|
)
|
|
(16.9
|
)
|
||
Net noncurrent deferred income tax liabilities
|
$
|
(19.8
|
)
|
|
$
|
(28.9
|
)
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||||||||||||||||||
|
United States
|
|
France
|
|
United States
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Change in Projected Benefit Obligation, or PBO:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
PBO at beginning of year
|
$
|
119.7
|
|
|
$
|
112.8
|
|
|
$
|
34.4
|
|
|
$
|
35.8
|
|
|
$
|
12.8
|
|
|
$
|
12.4
|
|
Service cost
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.8
|
|
|
0.1
|
|
|
0.2
|
|
||||||
Interest cost
|
6.0
|
|
|
6.3
|
|
|
1.1
|
|
|
1.5
|
|
|
0.6
|
|
|
0.6
|
|
||||||
Actuarial (gain) loss
|
9.6
|
|
|
8.1
|
|
|
(7.4
|
)
|
|
5.8
|
|
|
(0.8
|
)
|
|
0.4
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Curtailment benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Gross benefits paid
|
(7.2
|
)
|
|
(7.5
|
)
|
|
(1.2
|
)
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
(2.0
|
)
|
||||||
Currency translation effect
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
||||||
PBO at end of year
|
$
|
128.1
|
|
|
$
|
119.7
|
|
|
$
|
26.8
|
|
|
$
|
34.4
|
|
|
$
|
11.8
|
|
|
$
|
12.8
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
104.1
|
|
|
100.6
|
|
|
17.4
|
|
|
20.8
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
4.2
|
|
|
11.0
|
|
|
(0.3
|
)
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
7.5
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.9
|
|
|
0.8
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Gross benefits paid
|
(7.2
|
)
|
|
(7.5
|
)
|
|
(1.2
|
)
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
(2.0
|
)
|
||||||
Currency translation effect
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
$
|
108.6
|
|
|
$
|
104.1
|
|
|
$
|
15.5
|
|
|
$
|
17.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(19.5
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(11.8
|
)
|
|
$
|
(12.8
|
)
|
|
|
United States
|
|
France
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
PBO
|
|
$
|
128.1
|
|
|
$
|
119.7
|
|
|
$
|
26.8
|
|
|
$
|
34.4
|
|
ABO
|
|
128.1
|
|
|
119.7
|
|
|
20.8
|
|
|
29.8
|
|
||||
Fair value of plan assets
|
|
108.6
|
|
|
104.1
|
|
|
15.5
|
|
|
17.4
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||||||
|
United States
|
|
France
|
|
United States
|
||||||
Accumulated loss
|
$
|
64.3
|
|
|
$
|
7.1
|
|
|
$
|
2.4
|
|
Prior service credit
|
—
|
|
|
(5.7
|
)
|
|
(0.4
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
64.3
|
|
|
$
|
1.4
|
|
|
$
|
2.0
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||||||
|
United States
|
|
France
|
|
United States
|
||||||
Amortization of accumulated loss
|
$
|
(6.0
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.2
|
)
|
Amortization of prior service credit
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|||
Total
|
$
|
(6.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||||||||||||
|
United States
|
|
France
|
|
United States
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||
Discount rate
|
4.50
|
%
|
|
5.25
|
%
|
|
4.40
|
%
|
|
4.10
|
%
|
|
4.50
|
%
|
|
5.25
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
U.S. Pension Benefits
|
|
French Pension Benefits
|
|
U.S. OPEB Benefits
|
||||||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|||
Interest cost
|
6.0
|
|
|
6.3
|
|
|
6.5
|
|
|
1.1
|
|
|
1.5
|
|
|
1.9
|
|
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
|||||||||
Expected return on plan assets
|
(7.7
|
)
|
|
(8.8
|
)
|
|
(6.6
|
)
|
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortizations and other
|
4.5
|
|
|
3.1
|
|
|
4.0
|
|
|
(3.1
|
)
|
|
0.3
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
2.8
|
|
|
$
|
0.6
|
|
|
$
|
3.9
|
|
|
$
|
(1.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
3.1
|
|
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
|||||||||||||||||||||||
|
United States
|
|
France
|
|
United States
|
|||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|||||||||
Discount rate
|
5.25
|
%
|
|
5.85
|
%
|
|
6.30
|
%
|
|
4.40
|
%
|
|
4.10
|
%
|
|
5.00
|
%
|
|
5.25
|
%
|
|
5.85
|
%
|
|
6.30
|
%
|
Expected long-term rate of return on plan assets
|
7.25
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
—
|
|
|
—
|
|
|
3.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
2.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
United States
|
|
France
|
||||||||||||||
|
2012 Target
|
|
2011
|
|
2010
|
|
2012 Target
|
|
2011
|
|
2010
|
||||||
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
|
5
|
%
|
|
19
|
%
|
|
16
|
%
|
Equity securities*
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic Large Cap
|
25
|
|
|
22
|
|
|
24
|
|
|
25
|
|
|
16
|
|
|
17
|
|
Domestic Small Cap
|
10
|
|
|
7
|
|
|
9
|
|
|
|
|
|
|
|
|||
International
|
15
|
|
|
12
|
|
|
20
|
|
|
|
|
|
|
|
|||
Fixed income securities
|
40
|
|
|
50
|
|
|
26
|
|
|
65
|
|
|
61
|
|
|
65
|
|
Alternative investments**
|
10
|
|
|
7
|
|
|
19
|
|
|
5
|
|
|
4
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
*
|
Target allocation for equity securities under the French pension plan does not differentiate types of equity securities. None of the Company's pension plan assets are targeted for investment in SWM stock, except that it is possible that one or more mutual funds held by the plan could hold shares of SWM.
|
**
|
Investments in this category under the U.S. pension plan only may include hedge funds, and may include real estate under the French pension plan.
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
Level 2
|
Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
|
Level 3
|
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
United States
|
|
France
|
||||||||||||||||||||||||
Plan Asset Category
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||||
Cash equivalents
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domestic Large Cap
|
23.8
|
|
|
23.8
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|||||||
Domestic Small Cap
|
7.5
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||
International
|
13.3
|
|
|
8.9
|
|
|
4.4
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||
Fixed income securities
|
53.7
|
|
|
53.7
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
|||||||
Alternative investments*
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
108.6
|
|
|
$
|
96.2
|
|
|
$
|
4.4
|
|
|
$
|
8.0
|
|
|
$
|
15.5
|
|
|
$
|
5.4
|
|
|
$
|
10.1
|
|
|
United States
|
|
France
|
||||||||||||||||||||
Plan Asset Category
|
Total
|
|
Level 1
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Cash equivalents
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic Large Cap
|
25.2
|
|
|
25.2
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|
—
|
|
||||||
Domestic Small Cap
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
International
|
20.7
|
|
|
20.7
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Fixed income securities
|
26.9
|
|
|
26.9
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
11.6
|
|
||||||
Alternative investments*
|
20.1
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
104.1
|
|
|
$
|
84.0
|
|
|
$
|
20.1
|
|
|
$
|
17.4
|
|
|
$
|
5.8
|
|
|
$
|
11.6
|
|
*
|
Alternative investments include ownership interests in shares of registered investment companies.
|
U.S.
Level 3 Asset Reconciliation
|
Alternative
Investments
Total
|
||
Beginning balance, January 1, 2010
|
$
|
25.9
|
|
Realized and unrealized gains (losses)
|
1.9
|
|
|
Purchases
|
1.0
|
|
|
Sales
|
(0.3
|
)
|
|
Transfers in and or out of Level 3
|
(8.4
|
)
|
|
Ending balance, December 31, 2010
|
20.1
|
|
|
Realized and unrealized gains (losses)
|
(4.9
|
)
|
|
Purchases
|
0.2
|
|
|
Sales
|
(7.4
|
)
|
|
Transfers in and or out of Level 3
|
—
|
|
|
Ending balance, December 31, 2011
|
$
|
8.0
|
|
|
United States
|
|
France
|
||||||||
|
Pension
Benefits
|
|
Healthcare
and Life
Insurance
Benefits
|
|
Pension
Benefits
|
||||||
2012
|
$
|
7.8
|
|
|
$
|
1.1
|
|
|
$
|
3.3
|
|
2013
|
7.8
|
|
|
1.1
|
|
|
0.2
|
|
|||
2014
|
7.9
|
|
|
1.0
|
|
|
1.3
|
|
|||
2015
|
7.9
|
|
|
1.0
|
|
|
1.1
|
|
|||
2016
|
8.0
|
|
|
1.0
|
|
|
1.7
|
|
|||
2017 - 2021
|
41.5
|
|
|
4.2
|
|
|
12.4
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding at beginning of year
|
174,987
|
|
|
$
|
31.56
|
|
|
260,773
|
|
|
$
|
29.44
|
|
|
803,635
|
|
|
$
|
26.84
|
|
Forfeited
|
—
|
|
|
|
|
—
|
|
|
|
|
(28,500
|
)
|
|
19.43
|
|
|||||
Exercised
|
(70,037
|
)
|
|
30.87
|
|
|
(85,786
|
)
|
|
25.11
|
|
|
(514,362
|
)
|
|
25.94
|
|
|||
Outstanding and exercisable at end of year
|
104,950
|
|
|
$
|
32.02
|
|
|
174,987
|
|
|
$
|
31.56
|
|
|
260,773
|
|
|
$
|
29.44
|
|
|
|
|
|
Options Outstanding and Exercisable
|
|||||||||||
Range of
Exercise Prices |
|
Number
Outstanding
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
|||||||||
$
|
23.10
|
|
to
|
$
|
25.97
|
|
|
3,050
|
|
|
1.5
|
|
$
|
25.64
|
|
$
|
30.17
|
|
to
|
$
|
33.50
|
|
|
101,900
|
|
|
2.6
|
|
32.21
|
|
|
$
|
23.10
|
|
to
|
$
|
33.50
|
|
|
104,950
|
|
|
2.5
|
|
$
|
32.02
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
# of Shares
|
|
Weighted Average Fair Value at Date of Grant
|
|
# of Shares
|
|
Weighted Average Fair Value at Date of Grant
|
|
# of Shares
|
|
Weighted Average Fair Value at Date of Grant
|
|||||||||
Nonvested restricted shares outstanding at January 1
|
539,314
|
|
|
$
|
20.89
|
|
|
118,341
|
|
|
$
|
24.68
|
|
|
260,218
|
|
|
$
|
24.43
|
|
Granted
|
327,060
|
|
|
22.93
|
|
|
453,473
|
|
|
20.13
|
|
|
18,500
|
|
|
20.05
|
||||
Forfeited
|
(3,500
|
)
|
|
20.80
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
19.47
|
||||
Vested
|
(683,221
|
)
|
|
20.11
|
|
|
(32,500
|
)
|
|
24.10
|
|
|
(155,377
|
)
|
|
23.88
|
||||
Nonvested restricted shares outstanding at December 31
|
179,653
|
|
|
$
|
27.58
|
|
|
539,314
|
|
|
$
|
20.89
|
|
|
118,341
|
|
|
$
|
24.68
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Numerator (basic and diluted):
|
|
|
|
|
|
||||||
Net income
|
$
|
92.6
|
|
|
$
|
65.3
|
|
|
$
|
35.6
|
|
Less: Dividends paid to participating securities
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Less: Undistributed earnings available to participating securities
|
(1.1
|
)
|
|
(1.4
|
)
|
|
—
|
|
|||
Undistributed and distributed earnings available to common shareholders
|
$
|
91.4
|
|
|
$
|
63.9
|
|
|
$
|
35.3
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Average number of common shares outstanding
|
16,615.1
|
|
|
17,686.7
|
|
|
15,550.1
|
|
|||
Effect of dilutive stock-based compensation
|
128.3
|
|
|
362.7
|
|
|
453.4
|
|
|||
Average number of common and potential common shares outstanding
|
16,743.4
|
|
|
18,049.4
|
|
|
16,003.5
|
|
|
Net Sales
|
||||||||||||||||||||
|
For the Years Ended December 31,
|
||||||||||||||||||||
|
2011
|
|
|
2010
|
|
2009
|
|||||||||||||||
Paper
|
$
|
579.3
|
|
|
71.0
|
%
|
|
|
$
|
516.6
|
|
|
69.8
|
%
|
|
$
|
496.3
|
|
|
69.0
|
%
|
Reconstituted Tobacco
|
236.9
|
|
|
29.0
|
|
|
|
223.6
|
|
|
30.2
|
|
|
223.3
|
|
|
31.0
|
|
|||
Total Consolidated
|
$
|
816.2
|
|
|
100.0
|
%
|
|
|
$
|
740.2
|
|
|
100.0
|
%
|
|
$
|
719.6
|
|
|
100.0
|
%
|
|
Operating Profit
|
|||||||||||||||||||
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
Paper
|
$
|
49.0
|
|
|
41.1
|
%
|
|
$
|
37.6
|
|
|
34.3
|
%
|
|
$
|
31.1
|
|
|
34.9
|
%
|
Reconstituted Tobacco
|
90.3
|
|
|
75.8
|
|
|
89.2
|
|
|
81.4
|
|
|
79.8
|
|
|
89.5
|
|
|||
Unallocated
|
(20.1
|
)
|
|
(16.9
|
)
|
|
(17.2
|
)
|
|
(15.7
|
)
|
|
(21.7
|
)
|
|
(24.3
|
)
|
|||
Total Consolidated
|
$
|
119.2
|
|
|
100.0
|
%
|
|
$
|
109.6
|
|
|
100.0
|
%
|
|
$
|
89.2
|
|
|
100.0
|
%
|
|
Segment Assets
|
|||||
|
December 31, 2011
|
|||||
Paper
|
$
|
513.1
|
|
|
60.7
|
%
|
Reconstituted Tobacco
|
332.3
|
|
|
39.3
|
|
|
Unallocated
|
(0.2
|
)
|
|
—
|
|
|
Consolidated
|
$
|
845.2
|
|
|
100.0%
|
|
Capital Spending
|
|
Depreciation
|
||||||||||||||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
Paper
|
$
|
26.6
|
|
|
43.7
|
%
|
|
$
|
31.5
|
|
|
42.7
|
%
|
|
$
|
8.5
|
|
|
55.6
|
%
|
|
$
|
25.1
|
|
|
71.1
|
%
|
|
$
|
23.4
|
|
|
70.9
|
%
|
|
$
|
27.0
|
|
|
72.8
|
%
|
Reconstituted Tobacco
|
34.3
|
|
|
56.3
|
%
|
|
42.2
|
|
|
57.3
|
%
|
|
6.8
|
|
|
44.4
|
%
|
|
10.2
|
|
|
28.9
|
%
|
|
9.6
|
|
|
29.1
|
%
|
|
10.1
|
|
|
27.2
|
%
|
||||||
Consolidated
|
$
|
60.9
|
|
|
100.0
|
%
|
|
$
|
73.7
|
|
|
100.0
|
%
|
|
$
|
15.3
|
|
|
100.0
|
%
|
|
$
|
35.3
|
|
|
100.0
|
%
|
|
$
|
33.0
|
|
|
100.0
|
%
|
|
$
|
37.1
|
|
|
100.0
|
%
|
|
Long-Lived Assets
|
||||||
|
2011
|
|
2010
|
||||
United States
|
$
|
72.1
|
|
|
$
|
84.9
|
|
France
|
208.6
|
|
|
224.9
|
|
||
The Philippines
|
85.4
|
|
|
71.5
|
|
||
Brazil
|
49.6
|
|
|
58.1
|
|
||
Poland
|
24.8
|
|
|
18.8
|
|
||
Other foreign countries
|
5.5
|
|
|
5.8
|
|
|
Net Sales
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Europe and the former Commonwealth of Independent States
|
$
|
367.4
|
|
|
$
|
298.8
|
|
|
$
|
298.2
|
|
United States
|
230.2
|
|
|
218.7
|
|
|
205.6
|
|
|||
Asia/Pacific (including China)
|
118.2
|
|
|
112.7
|
|
|
118.4
|
|
|||
Latin America
|
62.5
|
|
|
64.3
|
|
|
55.2
|
|
|||
Other foreign countries
|
37.9
|
|
|
45.7
|
|
|
42.2
|
|
|||
Consolidated
|
$
|
816.2
|
|
|
$
|
740.2
|
|
|
$
|
719.6
|
|
|
Balance at
Beginning
of Year
|
|
Charged to
Expense
|
|
Write-offs
and
Discounts
|
|
Currency
Translation
|
|
Balance at
End of
Year
|
|||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|||||||
For the Year Ended December 31, 2011
|
$
|
0.7
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
$
|
0.7
|
|
For the Year Ended December 31, 2010
|
$
|
1.1
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
$
|
0.7
|
|
For the Year Ended December 31, 2009
|
$
|
0.9
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
$
|
1.1
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Interest paid
|
$
|
3.9
|
|
|
$
|
2.6
|
|
|
$
|
5.6
|
|
Interest capitalized
|
1.5
|
|
|
0.7
|
|
|
—
|
|
|||
Income taxes paid (refunded)
|
40.0
|
|
|
(8.4
|
)
|
|
29.4
|
|
|||
|
|
|
|
|
|
||||||
|
At December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Capital spending in accounts payable and accrued liabilities
|
$
|
4.9
|
|
|
$
|
18.4
|
|
|
$
|
3.0
|
|
|
2011
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
Net Sales
|
$
|
180.7
|
|
|
$
|
206.2
|
|
|
$
|
211.2
|
|
|
$
|
218.1
|
|
|
$
|
816.2
|
|
Gross Profit
|
47.2
|
|
|
55.1
|
|
|
56.3
|
|
|
81.9
|
|
|
240.5
|
|
|||||
Valuation Allowance on Business Tax Credits
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
15.9
|
|
|||||
Restructuring and Impairment Expense
|
1.0
|
|
|
0.7
|
|
|
6.6
|
|
|
5.7
|
|
|
14.0
|
|
|||||
Operating Profit
|
26.4
|
|
|
31.6
|
|
|
11.2
|
|
|
50.0
|
|
|
119.2
|
|
|||||
Income from continuing operations
|
16.6
|
|
|
20.3
|
|
|
9.5
|
|
|
41.2
|
|
|
87.6
|
|
|||||
Income (loss) from discontinued operations
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
6.4
|
|
|
5.0
|
|
|||||
Net Income
|
$
|
16.2
|
|
|
$
|
19.8
|
|
|
$
|
9.0
|
|
|
$
|
47.6
|
|
|
$
|
92.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share from continuing operations - basic
|
$
|
0.93
|
|
|
$
|
1.19
|
|
|
$
|
0.60
|
|
|
$
|
2.48
|
|
|
$
|
5.20
|
|
Income (loss) per share from discontinued operations - basic
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
Net Income per Share - Basic
|
$
|
0.91
|
|
|
$
|
1.15
|
|
|
$
|
0.58
|
|
|
$
|
2.86
|
|
|
$
|
5.50
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share from continuing operations - diluted
|
$
|
0.93
|
|
|
$
|
1.17
|
|
|
$
|
0.60
|
|
|
$
|
2.46
|
|
|
$
|
5.16
|
|
Income (loss) per share from discontinued operations - diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
Net Income per Share - Diluted
|
$
|
0.91
|
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
2.84
|
|
|
$
|
5.46
|
|
|
2010
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
Net Sales
|
$
|
192.8
|
|
|
$
|
182.6
|
|
|
$
|
182.0
|
|
|
$
|
182.8
|
|
|
$
|
740.2
|
|
Gross Profit
|
53.5
|
|
|
45.3
|
|
|
49.5
|
|
|
48.3
|
|
|
196.6
|
|
|||||
Restructuring and Impairment Expense
|
3.6
|
|
|
2.9
|
|
|
0.7
|
|
|
6.2
|
|
|
13.4
|
|
|||||
Operating Profit
|
31.0
|
|
|
25.0
|
|
|
30.7
|
|
|
22.9
|
|
|
109.6
|
|
|||||
Income from continuing operations
|
19.8
|
|
|
15.8
|
|
|
21.2
|
|
|
14.6
|
|
|
71.4
|
|
|||||
Loss from discontinued operations
|
(1.2
|
)
|
|
(1.0
|
)
|
|
(3.0
|
)
|
|
(0.9
|
)
|
|
(6.1
|
)
|
|||||
Net Income
|
$
|
18.6
|
|
|
$
|
14.8
|
|
|
$
|
18.2
|
|
|
$
|
13.7
|
|
|
$
|
65.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share from continuing operations - basic
|
$
|
1.11
|
|
|
$
|
0.85
|
|
|
$
|
1.16
|
|
|
$
|
0.82
|
|
|
$
|
3.94
|
|
Loss per share from discontinued operations - basic
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.34
|
)
|
Net Income per Share - Basic
|
$
|
1.04
|
|
|
$
|
0.80
|
|
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
3.60
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share from continuing operations - diluted
|
$
|
1.09
|
|
|
$
|
0.83
|
|
|
$
|
1.14
|
|
|
$
|
0.80
|
|
|
$
|
3.86
|
|
Loss per share from discontinued operations - diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.33
|
)
|
Net Income per Share - Diluted
|
$
|
1.02
|
|
|
$
|
0.78
|
|
|
$
|
0.98
|
|
|
$
|
0.75
|
|
|
$
|
3.53
|
|
|
Page
|
Consolidated Statements of Income for the years ended December 31, 2011, 2010, and 2009
|
|
Consolidated Statements of Other Comprehensive Income for the years ended December 31, 2011, 2010, and 2009
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2011, 2010, and 2009
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
|
|
Notes to Consolidated Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
Exhibit
Number
|
|
Exhibit
|
3.1
|
|
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended September 30, 2009).
|
3.2
|
|
By-Laws (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended September 30, 2005).
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000).
|
10.4
|
|
Outside Directors' Stock Plan (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2009).
|
10.5
|
|
Annual Incentive Plan (incorporated by reference to Exhibit 10.24 to Form 10-Q for the quarter ended June 30, 2008).
|
10.6
|
|
Equity Participation Plan (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2000).
|
10.7
|
|
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008).
|
10.8.1
|
|
Deferred Compensation Plan (incorporated by reference to Exhibit 10.8.1 to Form 10-Q for the quarter ended March 31, 2000).
|
10.8.2
|
|
Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.8.2 to Form 10-Q for the quarter ended March 31, 2000).
|
*10.9
|
|
Restricted Stock Plan
|
10.10
|
|
Supplemental Benefit Plan (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 2008).
|
10.11.1
|
|
Executive Severance Plan (incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 2008).
|
*10.11.2
|
|
2012 Executive Severance Plan.
|
*10.11.3
|
|
2012 Executive Severance Plan Participation Agreement.
|
Exhibit
Number
|
|
Exhibit
|
10.12.1
|
|
Second Amended and Restated Agreement between Philip Morris Incorporated and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of July 1, 2000† (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2000).
|
10.12.2
|
|
Amended and Restated Technology Ownership, Technical Assistance and Technology License Agreement by and among Philip Morris Incorporated, Philip Morris Products, Inc. and Schweitzer-Mauduit International, Inc., effective as of July 1, 2000† (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2000).
|
10.12.3
|
|
Amended and Restated Addendum to Second Amended and Restated Agreement between Philip Morris Incorporated and Schweitzer-Mauduit International, Inc. for Fine Paper Supply effective as of July 1, 2000† (incorporated by reference to Exhibit 10.12.3 to Form 10-Q for the quarter ended June 30, 2010).
|
10.12.4
|
|
Amendment No. 1 to the Second Amended and Restated Agreement between Philip Morris Incorporated and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of May 23, 2002† (incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2002).
|
10.12.5
|
|
Amendment No. 2 to the Second Amended and Restated Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of April 28, 2003† (incorporated by reference to Exhibit 10.12.5 to Form 10-Q for the quarter ended June 30, 2003).
|
10.12.6
|
|
Amendment No. 3 to the Second Amended and Restated Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of August 11, 2003† (incorporated by reference to Exhibit 10.12.6 to Form 10-K for the year ended December 31, 2003).
|
10.12.7
|
|
Amendment No. 6 to the Second Amended and Restated Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of December 31, 2004† (incorporated by reference to Exhibit 10.12.7 to Form 10-K for the year ended December 31, 2004).
|
10.12.8
|
|
Amendment No. 5 to the Amended and Restated Addendum to Fine Papers Supply Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc., effective as of December 31, 2004† (incorporated by reference to Exhibit 10.12.8 to Form 10-K for the year ended December 31, 2004).
|
10.12.9
|
|
Amendment No. 7 to the Second Amended and Restated Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc. for Fine Paper Supply, effective as of December 31, 2005† (incorporated by reference to Exhibit 10.12.9 to Form 10-K for the year ended December 31, 2005).
|
10.12.10
|
|
Amendment No. 6 to the Amended and Restated Addendum to Fine Papers Supply Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc., effective as of December 31, 2005† (incorporated by reference to Exhibit 10.12.10 to Form 10-K for the year ended December 31, 2005).
|
10.12.11
|
|
Amendment No. 7 to the Amended and Restated Addendum to Fine Papers Supply Agreement between Philip Morris USA Inc. and Schweitzer-Mauduit International, Inc., effective as of April 1, 2009† (incorporated by reference to Exhibit 10.12.11 to Form 10-Q for the quarter ended June 30, 2009).
|
10.13
|
|
Natural Gas Supply Agreement, dated October 5, 2006, by and among Papeteries de Mauduit S.A.S. and ENI S.p.A. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2006).
|
10.14
|
|
Credit Agreement, dated May 12, 2011, among, Schweitzer-Mauduit International, Inc., Schweitzer-Mauduit RTL Philippines and a group of banks (incorporated by reference to Exhibit 10.14 to Form 10-Q/A for the quarter ended June 30, 2011).†
|
*10.15
|
|
Deferred Compensation Plan No. 2 for Non-Employee Directors.
|
10.16
|
|
Deferred Compensation Plan No. 2 (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 2008).
|
Exhibit
Number
|
|
Exhibit
|
*10.17
|
|
Summary of Non-Management Director Compensation.
|
*10.18
|
|
Summary of Executive Officer Compensation.
|
10.19
|
|
Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2004).
|
10.20
|
|
Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2004).
|
10.21
|
|
Stock Option Agreement (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2004).
|
10.22
|
|
Restricted Stock Agreement (incorporated by reference to Exhibit 10.22 to Form 8-K filed April 26, 2010).
|
14.1
|
|
Code of Conduct (incorporated by reference to Exhibit 14.1 to Form 10-Q for the quarter ended September 30, 2009).
|
*21
|
|
Subsidiaries of the Company.
|
*23
|
|
Consent of Independent Registered Public Accounting Firm.
|
*24
|
|
Powers of Attorney.
|
*31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ‡
|
99.2
|
|
Indemnification Agreement (incorporated by reference by Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 2009).
|
*
|
Filed herewith.
|
†
|
Exhibit has been redacted pursuant to a Confidentiality Request under Rule 24(b)-2 of the Securities Exchange Act of 1934.
|
‡
|
These Section 906 certifications are not being incorporated by reference into the Form 10-K filing or otherwise deemed to be filed with the Securities and Exchange Commission.
|
|
|
Schweitzer-Mauduit International, Inc.
|
|
|
|
By:
|
|
Dated:
|
February 24, 2012
|
|
/s/ Frederic P. Villoutreix
|
|
|
|
Frédéric P. Villoutreix
|
|
|
|
Chairman of the Board and
|
|
|
|
Chief Executive Officer
|
|
|
|
(principal executive officer)
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/ Frederic P. Villoutreix
|
|
Chairman of the Board and
|
|
February 24, 2012
|
Frédéric P. Villoutreix
|
|
Chief Executive Officer (principal executive officer)
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Cook
|
|
Executive Vice President, Chief Financial Officer
|
|
February 24, 2012
|
Jeffrey A. Cook
|
|
and Treasurer (principal financial officer)
|
|
|
|
|
|
|
|
/s/ Mark A. Spears
|
|
Corporate Controller
|
|
February 24, 2012
|
Mark A. Spears
|
|
(principal accounting officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
Claire L. Arnold
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
K.C. Caldabaugh
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
William A. Finn
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
John D. Rogers
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 24, 2012
|
Anderson D. Warlick
|
|
|
|
|
|
|
|
|
|
*By:
|
|
|
|
February 24, 2012
|
|
|
|
|
|
/s/ John W. Rumely, Jr.
|
|
|
|
|
John W. Rumely, Jr.
|
|
|
|
|
Attorney-In-Fact
|
|
|
|
|
•
|
“
Banded cigarette paper
” is a type of paper, used to produce lower ignition propensity cigarettes, by applying bands to the paper during the papermaking process.
|
•
|
“
Binder
” is used to hold the tobacco leaves in a cylindrical shape during the production process of cigars.
|
•
|
“
Cigarette paper
” wraps the column of tobacco within a cigarette and has varying properties such as basis weight, porosity, opacity, tensile strength, texture and burn rate.
|
•
|
“
Commercial and industrial products
” include lightweight printing and writing papers, coated papers for packaging and labeling applications, business forms, battery separator paper, drinking straw wrap and other specialized papers.
|
•
|
“
Flax
” is a cellulose fiber from a flax plant used as a raw material in the production of certain cigarette papers.
|
•
|
“
Lower ignition propensity cigarette paper
” includes banded and print banded cigarette paper, both of which contain bands, which increase the likelihood that an unattended cigarette will self-extinguish.
|
•
|
“
Net debt to EBITDA ratio
” is a financial measurement used in bank covenants where “
Net Debt
“ is defined as consolidated total debt minus unrestricted cash and cash equivalents in excess of $15 million, and “
EBITDA
” is defined as net income plus the sum of interest expense, income tax expense, depreciation and amortization, non-cash restructuring and impairment charges, earnings attributable to the minority interest to the extent such earnings are received by the Company and all other non-cash charges minus amortization of deferred revenue and minority interest in the earnings of subsidiaries to the extent such earnings are distributed to holders other than the Company.
|
•
|
“Net debt to capital ratio”
is total debt less cash and cash equivalents, divided by the sum of total debt, noncontrolling interest and total stockholders’ equity.
|
•
|
“
Net debt to equity ratio
” is total debt less cash and cash equivalents, divided by the sum of noncontrolling interest and total stockholders’ equity.
|
•
|
“Net operating working capital”
is accounts receivable, inventory, current income tax refunds receivable and prepaid expense, less accounts payable, accrued liabilities and accrued income taxes payable.
|
•
|
“Opacity”
is a measure of the extent to which light is allowed to pass through a given material.
|
•
|
“Operating profit return on assets”
is operating profit divided by average total assets.
|
•
|
“
Plug wrap paper
” wraps the outer layer of a cigarette filter and is used to hold the filter materials in a cylindrical form.
|
•
|
“
Print banded cigarette paper
” is a type of paper, used to produce lower ignition propensity cigarettes, with bands added to the paper during a printing process, subsequent to the papermaking process.
|
•
|
“
Reconstituted tobacco
” is produced in two forms: leaf, or reconstituted tobacco leaf, and wrapper and binder products. Reconstituted tobacco leaf is blended with virgin tobacco as a design aid to achieve certain attributes of finished cigarettes. Wrapper and binder are reconstituted tobacco products used by manufacturers of cigars.
|
•
|
“
Restructuring and impairment expense
” represents expenses incurred in connection with activities intended to significantly change the size or nature of the business operations, including significantly reduced utilization of operating equipment, exit of a product or market or a significant workforce reduction and charges to reduce property, plant and equipment to its fair value.
|
•
|
“
Start-up costs
” are costs incurred prior to generation of income producing activities in the case of a new plant, or costs incurred in excess of expected ongoing normal costs in the case of a new or rebuilt machine. Start-up costs can include excess variable costs such as raw materials, utilities and labor and unabsorbed fixed costs.
|
•
|
“
Tipping paper
” joins the filter element to the tobacco-filled column of the cigarette and is both printable and glueable at high speeds.
|
•
|
“
Wrapper
” covers the outside of cigars providing a uniform, finished appearance.
|
1.
|
PURPOSE
|
2.
|
ADOPTION DATE, EFFECTIVE DATE AND TERM
|
3.
|
DEFINITIONS
|
4.
|
ADMINISTRATION
|
5.
|
ELIGIBILITY
|
1.
|
Preamble
|
2.
|
Definitions
|
(a)
|
French Entity
:
means an Affiliate incorporated under the laws of France.
|
(b)
|
French Participant
:
has the meaning ascribed to it in the “Preamble” Section of the French Sub-Plan.
|
(c)
|
French-Qualified Restricted Shares
:
means Restricted Shares granted pursuant to Section 6 of the Plan with the following specific characteristics:
|
a.
|
Prior to Settlement Date, the French-Qualified Restricted Shares only constitute a promise by the Corporation to issue or transfer to French Participants at a future date and at no consideration (subject however to the provisions of Section 4 (a) of the French Sub Plan) a certain number of non-forfeitable Restricted Shares (“
Non Forfeitable Restricted Shares
”);
|
b.
|
Upon Settlement Date, the French-Qualified Restricted Shares are actually issued and transferred to the French Participant as Non Forfeitable Restricted Shares, that is to say shares of Common Stock subject to the prohibition on Transferability referred to in Section 4 (e) of the French Sub Plan;
|
(d)
|
Grant Date
:
means the date on which the Committee (1) designates the French Participant (2) specifies the terms and conditions of the French-Qualified Restricted Shares and (3) all conditions to the effectiveness of the Grant of the right to receive shares in the future have been satisfied notwithstanding that other conditions may still apply to the vesting of such shares. The Grant Date shall in no event be earlier than the date of the Committee meeting or action by unanimous written consent.
|
(e)
|
Holding Period:
has the meaning ascribed to it in Section 4 (e) of the French Sub Plan.
|
(f)
|
Settlement Date
: means the date on which French-Qualified Restricted Shares are actually issued or transferred, by the Corporation, as Non Forfeitable Restricted Shares to the French Participants and as from which such French
|
•
|
The Vesting Date;
|
•
|
The second anniversary of Grant Date;
|
(g)
|
Vesting Date
:
means the date on which the Substantial Risk of Forfeiture of the French-Qualified Restricted Shares expires, that is to say the date on which the French-Qualified Restricted Shares become non-forfeitable. Prior to the Vesting Date, the French-Qualified Restricted Shares shall remain subject to a Substantial Risk of Forfeiture and, as the case may be, to Management Objectives or other conditions on vesting.
|
(h)
|
Closed Period
: this term is defined in Section L.225-197-1 of the French Commercial Code as:
|
a.
|
Ten quotation days preceding and following the disclosure to the public of the consolidated financial statements or the annual statements of the Corporation; or
|
b.
|
Any period during which the corporate management of the Corporation possesses confidential information which could, if disclosed to the public, significantly impact the quotation of the Common Stock, until ten quotation days after the day such information is disclosed to the public.
|
3.
|
Entitlement to Participate
|
4.
|
Conditions of the French-Qualified Restricted Shares
|
5.
|
Non-transferability of French-Qualified Restricted Shares
|
6.
|
Limitation on grant of French-Qualified Restricted Shares
|
7.
|
Adjustments and Change of Control
|
8.
|
Interpretation
.
|
9.
|
Disqualification of French-Qualified Restricted Shares - Tax Treatment
|
10.
|
No Right To Employment
|
11.
|
Effective Date
.
|
(i)
|
the amendment of the Deferral Election shall not take effect until at least 12 months after the date on which such amendment is made;
|
(ii)
|
in the case of an amendment of a Deferral Election related to a payment not made on account of the Participant's death or Disability, the first payment with respect to which the amendment is made shall in all cases be deferred for a period of not less than 5 years from the date on which such payment otherwise would have been made;
|
(iii)
|
in the case of an amendment of an election related to a payment that is to be made at a specified time or pursuant to a fixed schedule, such an amendment of the election must be made at least 12 months prior to the date of the first scheduled payment.
|
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
By:
Title:
|
Function
|
|
Amount Paid
|
||
|
|
|
||
Annual Stock Retainer
|
|
$
|
60,000
|
|
Annual Cash Retainer (1)
|
|
$
|
45,000
|
|
Lead Non-Management Director (1)
|
|
$
|
20,000
|
|
Audit Committee Member (1)
|
|
$
|
15,000
|
|
Audit Committee Chair (1)
|
|
$
|
10,000
|
|
Compensation Committee Member (1)
|
|
$
|
10,000
|
|
Compensation Committee Chair (1)
|
|
$
|
6,750
|
|
Nominating and Corporate Governance Committee Member (1)
|
|
$
|
10,000
|
|
Nominating and Corporate Governance Committee Chair (1)
|
|
$
|
5,000
|
|
Additional meeting fees (as approved by the Chairman) (1)
|
|
$1,500 (in person)
$750 (telephonic)
|
|
|
Meeting Travel Expenses - Cash Reimbursement
|
|
Reasonable and actual
|
|
2011 Base Salary
|
||
Chairman and Chief Executive Officer
|
$
|
755,000
|
|
Chief Operating Officer and Executive Vice President, Paper Business
|
$
|
450,000
|
|
Executive Vice President, Finance and Strategic Planning
|
$
|
368,000
|
|
Executive Vice President, Reconstituted Tobacco Business
|
€
|
315,000
|
|
Vice President, LIP
|
$
|
315,000
|
|
Corporate Controller
|
$
|
202,000
|
|
By:
|
|
Its:
|
|
Name
|
|
Number of Months of
Participant's Base Salary in the Event of Termination, Pursuant to Section 4.2 of the Plan
|
|
|
|
|
|
Chief Executive Officer
|
|
24
|
|
Chief Operating Officer and Executive Vice President Paper Business
|
|
12
|
|
Executive Vice President Strategy and Finance
|
|
12
|
|
Executive Vice President, Recon Tobacco Business
|
|
12
|
|
Secretary and General Counsel
|
|
12
|
|
Vice President - Human Resources
|
|
12
|
|
Vice President LIP Operations
|
|
6
|
|
Controller
|
|
6
|
|
Chief Information Officer
|
|
6
|
|
1.
|
No Obligation to Mitigate Damages; No Effect on Other Contractual Rights
.
|
|
|
|
By:
|
|
|
|
For the Administrator
|
|
|
|
|
|
PARTICIPANT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print Name
|
|
|
|
|
Name
|
Jurisdiction of Incorporation or Organization
|
|
Percentage of Voting Power
|
Schweitzer-Mauduit International China, Limited
|
Hong Kong, China
|
|
100%
|
China Tobacco Mauduit (Jiangmen) Paper Industry Company Ltd. (1)
|
People's Republic of China
|
|
50%
|
China Tobacco-Schweitzer (Yunnan) Reconstituted Tobacco Company Ltd. (2)
|
People's Republic of China
|
|
50%
|
Schweitzer-Mauduit Canada, Inc.
|
Canada
|
|
100%
|
Schweitzer-Mauduit Spain, S.L.
|
Spain
|
|
100%
|
Schweitzer-Mauduit do Brasil, S.A.
|
Brazil
|
|
99.9%
|
Schweitzer-Mauduit Holding S.A.S.
|
France
|
|
100%
|
Schweitzer-Mauduit Industries S.A.S.
|
France
|
|
100%
|
Schweitzer-Mauduit France S.A.S.
|
France
|
|
100%
|
Schweitzer-Mauduit Developpements S.A.S.
|
France
|
|
100%
|
LTR Industries S.A.S.
|
France
|
|
100%
|
Papeteries de Saint-Girons S.A.S.
|
France
|
|
100%
|
SWM Services S.A.S.
|
France
|
|
100%
|
PDM Industries S.A.S.
|
France
|
|
100%
|
Papeteries de Malaucène S.A.S
|
France
|
|
100%
|
Malaucène Industries S.N.C.
|
France
|
|
100%
|
P.T. PDM Indonesia
|
Indonesia
|
|
100%
|
PDM Philippines Industries, Inc.
|
Philippines
|
|
99.9%
|
Luna Rio Landholding Corporation
|
Philippines
|
|
40%
|
Schweitzer-Mauduit RTL Philippines, Inc.
|
Philippines
|
|
99.9%
|
SWM-Poland Sp. zo.o.
|
Poland
|
|
100%
|
Dated th
is 23rd day
of February, 2012
|
|
/s/ Claire L. Arnold
|
|
|
Claire L. Arnold
|
Dated this 23rd day of February, 2012
|
|
/s/ K.C. Caldabaugh
|
|
|
K.C. Caldabaugh
|
Dated this 23rd day of February, 2012
|
|
/s/ William A. Finn
|
|
|
William A. Finn
|
Dated this 23rd day of February, 2012
|
|
/s/ Robert F. McCullough
|
|
|
Robert F. McCullough
|
Dated this 23rd day of February, 2012
|
|
/s/ Frédéric P. Villoutreix
|
|
|
Frédéric P. Villoutreix
|
Dated this 23rd day of February, 2012
|
|
/s/ John D. Rogers
|
|
|
John D. Rogers
|
Dated this 23rd day of February, 2012
|
|
/s/ Anderson D. Warlick
|
|
|
Anderson D. Warlick
|
1.
|
I have reviewed this annual report on Form 10-K of Schweitzer-Mauduit International, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Schweitzer-Mauduit International, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
By:
|
|
|
By:
|
|
|
/s/ Frédéric P. Villoutreix
|
|
|
/s/ Jeffrey A. Cook
|
|
Frédéric P. Villoutreix
|
|
|
Jeffrey A. Cook
|
|
Chairman of the Board and
|
|
|
Executive Vice President, Chief
|
|
Chief Executive Officer
|
|
|
Financial Officer & Treasurer
|
|
|
|
|
|
|
February 24, 2012
|
|
|
February 24, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|