Magnera Corp — Interim / Quarterly Report 2005

May 10, 2005

10-Q 1 w08836e10vq.htm FORM 10-Q FOR P. H. GLATFELTER e10vq PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from to

For the quarterly period ended March 31, 2005

Commission file number 1-3560

P. H. Glatfelter Company

(Exact name of registrant as specified in its charter)

Pennsylvania	23-0628360
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
96 South George Street, Suite 500
York, Pennsylvania 17401	(717) 225-4711
(Address of principal executive offices)	(Registrant’s telephone number, including area code)

N/A (Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. Yes ü No .

Indicate by check mark whether the filer is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes ü No .

As of April 30, 2005, P. H. Glatfelter Company had 43,976,607 shares of common stock outstanding.

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P. H. GLATFELTER COMPANY AND SUBSIDIARIES REPORT ON FORM 10-Q for the QUARTERLY PERIOD ENDED

MARCH 31, 2005

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PART I – FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Statements of Income for the three months
ended March 31, 2005 and 2004 (unaudited)	2
Condensed Consolidated Balance Sheets as of March 31, 2005 and
December 31, 2004 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2005 and 2004 (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
Report of Independent Registered Public Accounting Firm	15
Item 2 Management’s Discussion and Analysis of Financial Condition and
Results of Operations	16
Item 3 Quantitative and Qualitative Disclosures About Market Risks	21
Item 4 Controls and Procedures	21
PART II – OTHER INFORMATION
Item 6 Exhibits	22
SIGNATURES	22
EXHIBIT INDEX	23
LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT
CERTIFICATION PURSUANT TO SECTION 302(A)
CERTIFICATION PURSUANT TO SECTION 302(A)
CERTIFICATION PURSUANT TO SECTION 906
CERTIFICATION PURSUANT TO SECTION 906

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PART I

Item 1 – Financial Statements

P. H. GLATFELTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

	Three Months Ended
	March 31
In thousands, except per share	2005	2004
Net sales	$ 143,896	$	132,077
Energy sales – net	2,544		2,414
Total revenues	146,440		134,491
Costs of products sold	117,846		113,992
Gross profit	28,594		20,499
Selling, general and administrative expenses	17,390		14,822
Gains on dispositions of plant, equipment and timberlands, net	(60	)	(33,038	)
Gains from insurance recoveries	—		(25,200	)
Operating income	11,264		63,915
Nonoperating income (expense)
Interest expense	(3,260	)	(3,415	)
Interest income	498		443
Other – net	261		213
Total other income (expense)	(2,501	)	(2,759	)
Income before income taxes	8,763		61,156
Income tax provision	2,473		24,897
Net income	$ 6,290	$	36,259
Basic and diluted earnings per share	$ 0.14	$	0.83
Cash dividends declared per common share	0.09		0.09
Weighted average shares outstanding
Basic	43,962		43,806
Diluted	44,267		43,852

The accompanying notes are an integral part of the condensed consolidated financial statements.

GLATFELTER

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P. H. GLATFELTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

In thousands	March 31 — 2005	2004
Assets
Current assets
Cash and cash equivalents	$ 23,846	$	39,951
Accounts receivable – net	67,025		60,900
Inventories	83,654		78,836
Prepaid expenses and other current assets	21,156		18,765
Total current assets	195,681		198,452
Plant, equipment and timberlands – net	504,348		520,412
Other assets	332,547		333,406
Total assets	$ 1,032,576	$	1,052,270
Liabilities and Shareholders’ Equity
Current liabilities
Current portion of long-term debt	$ 424	$	446
Short-term debt	5,114		3,503
Accounts payable	28,659		30,174
Dividends payable	3,958		3,955
Environmental liabilities	7,715		7,715
Other current liabilities	48,261		58,214
Total current liabilities	94,131		104,007
Long-term debt	206,369		207,277
Deferred income taxes	211,916		212,074
Other long-term liabilities	100,197		108,542
Total liabilities	612,613		631,900
Commitments and contingencies	—		—
Shareholders’ equity
Common stock	544		544
Capital in excess of par value	43,535		41,828
Retained earnings	527,388		525,056
Deferred compensation	(2,805	)	(1,275	)
Accumulated other comprehensive income	5,529		8,768
	574,191		574,921
Less cost of common stock in treasury	(154,228	)	(154,551	)
Total shareholders’ equity	419,963		420,370
Total liabilities and shareholders’ equity	$ 1,032,576	$	1,052,270

The accompanying notes are an integral part of the condensed consolidated financial statements.

GLATFELTER

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P. H. GLATFELTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Three Months
	Ended March 31
In thousands	2005	2004
Operating activities
Net income	$ 6,290	$	36,259
Adjustments to reconcile to net cash provided by continuing
operations:
Depreciation, depletion and amortization	12,866		13,232
Pension income	(3,880	)	(4,515	)
Deferred income tax provision	818		11,001
Gain on dispositions of plant, equipment and timberlands, net	(60	)	(33,038	)
Other	161		178
Change in operating assets and liabilities
Accounts receivable	(5,766	)	(5,476	)
Inventories	(7,602	)	831
Other assets and prepaid expenses	(1,223	)	(1,892	)
Accounts payable and other liabilities	(10,719	)	(2,432	)
Net cash (used) provided by operating activities	(9,115	)	14,148
Investing activities
Purchases of plant, equipment and timberlands	(4,680	)	(5,105	)
Proceeds from disposals of plant, equipment and timberlands	70		33,614
Net cash (used) provided by investing activities	(4,610	)	28,509
Financing activities
Net proceeds from (repayments of) revolving credit facility	1,948		(35,093	)
Payment of dividends	(3,956	)	(3,941	)
Proceeds from stock options exercised	116		—
Net cash used by financing activities	(1,892	)	(39,034	)
Effect of exchange rate changes on cash	(488	)	(306	)
Net increase (decrease) in cash and cash equivalents	(16,105	)	3,317
Cash and cash equivalents at the beginning of period	39,951		15,566
Cash and cash equivalents at the end of period	$ 23,846	$	18,883
Supplemental cash flow information
Cash paid (received) for
Interest expense	$ 5,717	$	6,860
Income taxes	5,889		(1,301	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

GLATFELTER

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P. H. GLATFELTER COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. ORGANIZATION

P. H. Glatfelter Company and subsidiaries (“Glatfelter”) is a manufacturer of specialty papers and engineered products. Headquartered in York, Pennsylvania, our manufacturing facilities are located in Spring Grove, Pennsylvania; Neenah, Wisconsin; Gernsbach, Germany; Scaër, France and the Philippines. Our products are marketed throughout the United States and in many foreign countries, either through wholesale paper merchants, brokers and agents or directly to customers.

2. ACCOUNTING POLICIES

These unaudited condensed consolidated interim financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Glatfelter and its wholly-owned subsidiaries. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Glatfelter’s 2004 Annual Report on Form 10-K/A Amendment No. 1 filed with the Securities and Exchange Commission.

These Financial Statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these Financial Statements reflect all adjustments, which are of a normal, recurring nature, necessary for a fair presentation of the results for the interim periods presented. Results for these interim periods are not necessarily indicative of results to be expected for the full year.

Stock-based Compensation We account for Stock-based compensation in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”. Compensation expense for performance-based restricted stock awards is recognized ratably over the performance period based on changes in quoted market prices of Glatfelter stock and the likelihood of achieving the performance goals. This variable plan accounting recognition is due to the uncertainty of achieving performance goals and estimating the number of shares ultimately to be issued. Compensation expense for awards of nonvested restricted stock units

(“RSUs”) is recognized over their graded vesting period based on the grant-date fair value. The grant-date fair value is determined based on the grant-date closing price of Glatfelter common stock. The exercise price of all employee or non employee director stock options is at least equal to their grant-date market value. Accordingly, no compensation expense is recorded for stock options granted to employees or non employee directors.

Pro Forma Information No compensation expense has been recognized for the issuance of non-qualified stock options. The weighted-average grant-date fair value of options granted during the first quarter of 2004 was $3.28. No options were granted in the first quarter of 2005.

The following table sets forth pro forma information as if compensation expense for all stock-based compensation had been determined consistent with the fair value method of SFAS No. 123.

	Three Months Ended
	March 31
In thousands, except per share	2005	2004
Net income as reported	$ 6,290	$	36,259
Add: stock-based compensation expense included
in reported net income, net of tax	118		88
Less: stock-based compensation expense
determined under fair value based method for
all awards, net of tax	(129	)	(161	)
Pro forma	$ 6,279	$	36,186
Earnings per share
Reported – basic and diluted	$ 0.14	$	0.83
Pro forma – basic and diluted	0.14		0.83

3. RECENT PRONOUNCEMENTS

In December 2004, SFAS No. 123(R), “Share-Based Payment” was issued. This standard requires employee stock options and other stock-based compensation awards to be accounted for under the fair value method, and eliminates the ability to account for these instruments under the intrinsic value method prescribed by APB Opinion No. 25, and allowed under the original provisions of SFAS No. 123. SFAS No. 123(R); is effective for periods beginning after June 15, 2005. We are evaluating the transition methods available under this standard but do not expect its impact to be material to our consolidated results of operations or consolidated financial position.

GLATFELTER

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In April 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143” (“FIN 47”). This Interpretation, which is effective for fiscal years ending after December 15, 2005, clarifies the term “conditional” as used in FASB No. 143 and requires companies to record a liability for “conditional” asset retirement obligations if required legally and there exists sufficient information to make a reasonable estimate of the fair value of the liability. We are currently evaluating the impact, if any, that FIN 47 may have on our consolidated results of operations or consolidated financial position.

1. GAIN ON DISPOSITIONS OF PLANT, EQUIPMENT AND TIMBERLANDS

During the first quarter of 2004 we completed sales of timberlands and the corporate aircraft. The following table summarizes these transactions

Dollars in thousands		Proceeds	Gain
Three Months Ended March 31, 2004
Timberlands	2,332	$ 30,283	$ 29,828
Corporate Aircraft	n/a	2,861	2,554
Other		470	656
Total		$ 33,614	$ 33,038

1. EARNINGS PER SHARE

The following table sets forth the details of basic and diluted earnings per share (EPS):

	Three Months Ended
	March 31
In thousands, except per share	2005	2004
Net income	$ 6,290	$ 36,259
Weighted average common shares outstanding used
in basic EPS	43,962	43,806
Common shares issuable upon exercise of
dilutive stock options, restricted stock awards
and performance awards	305	46
Weighted average common shares outstanding and
common share equivalents used in diluted EPS	44,267	43,852
Basic and diluted EPS	$ 0.14	$ 0.83

1. GAIN ON INSURANCE RECOVERIES

During the first quarter of 2004, we reached successful resolution of certain claims under insurance policies related to the Fox River environmental matter. Insurance recoveries included in the 2004 first quarter’s

results of operations totaled $25.2 million and were received in cash during the first quarter of 2004.

1. STOCK-BASED COMPENSATION

During 2005 and 2004, 128,100 and 165,680 nonvested RSUs were awarded, under the 1992 Key Employee Long-Term Incentive Plan, to executive officers and other key employees. Under terms of the awards, the RSUs vest based solely on the passage of time on a graded scale over a three-year to five-year period. The grant date fair value, net of forfeitures, of RSUs granted in 2005 and 2004 totaled $1.9 million and $1.7 million, respectively. The RSUs were recorded as “Deferred compensation,” a contra-equity account in the accompanying Condensed Consolidated Balance Sheets. Stock-based compensation expense totaled $0.2 million and $0.1 million in the first quarters of 2005 and 2004, respectively.

1. RETIREMENT PLANS AND OTHER POST-RETIREMENT BENEFITS

We have both funded and, with respect to our international operations, unfunded noncontributory defined benefit pension plans covering substantially all of our employees. The benefits are based, in the case of certain plans, on average salary and years of service and, in the case of other plans, on a fixed amount for each year of service. Plan provisions and funding meet the requirements of the Employee Retirement Income Security Act of 1974. The Company uses a December 31 measurement date for all of its defined benefit plans.

We also provide certain health care benefits to eligible retired employees. These benefits include a comprehensive medical plan for retirees prior to age 65 and fixed supplemental premium payments to retirees over age 65 to help defray the costs of Medicare. The plan is not funded and claims are paid as reported.

	Three Months Ended
	March 31
In thousands	2005		2004
Pension Benefits
Service cost	$ 1,047		$ 1,088
Interest cost	4,160		4,067
Expected return on plan assets	(9,741	)	(10,207	)
Amortization of transition assets	—		(213	)
Amortization of prior service cost	113		638
Recognized actuarial (gain) loss	541		112
Net periodic benefit cost (income)	$ (3,880	)	$ (4,515	)
Other Benefits
Service cost	$ 289		$ 310
Interest cost	649		578
Expected return on plan assets	—		—
Amortization of prior service cost	(184	)	(212	)
Recognized actuarial (gain) loss	313		298
Net periodic benefit cost	$ 1,067		$ 974

GLATFELTER

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1. COMPREHENSIVE INCOME

The following table sets forth comprehensive income and its components:

	Three Months Ended
	March 31
In thousands	2005	2004
Net income	$ 6,290	$	36,259
Foreign currency translation adjustment	(3,239	)	(2,496	)
Comprehensive income	$ 3,051	$	33,763

1. INVENTORIES

Inventories, net of reserves, were as follows:

	March 31,	December 31,
In thousands	2005	2004
Raw materials	$ 15,349	$ 14,974
In-process and finished	43,814	39,327
Supplies	24,491	24,535
Total	$ 83,654	$ 78,836

1. LONG-TERM DEBT

Long-term debt is summarized as follows:

In thousands	March 31, — 2005	2004
Revolving credit facility, due June
2006	$ 22,369	$	23,277
6 7 / 8 % Notes, due July 2007	150,000		150,000
Note payable – SunTrust, due March
2008	34,000		34,000
Other notes, various	424		446
Total long-term debt	206,793		207,723
Less current portion	(424	)	(446	)
Long-term debt, excluding current
portion	$ 206,369	$	207,277

On June 24, 2002, we entered into an unsecured $102.5 million multi-currency revolving credit facility (the “Facility”) with a syndicate of three major banks. An additional $22.5 million was added to the Facility on September 24, 2002 with a fourth major bank. The Facility enables Glatfelter or its subsidiaries to borrow up to the equivalent of $125.0 million in certain currencies. Borrowings can be made for any time period from one day to six months and incur interest based on the domestic prime rate or a Eurocurrency rate, at our option, plus a margin ranging from .525 to 1.05. The margin and a facility fee on the commitment balance are based on the higher of our debt ratings as published by Standard & Poor’s and Moody’s. The Facility requires us to meet certain leverage and interest coverage ratios, with both of which we were in compliance at March 31, 2005.

On July 22, 1997, we issued $150.0 million principal amount of 6 7 / 8 % Notes due July 15, 2007. Interest on the Notes is payable semiannually on January 15 and July 15. The Notes are redeemable, in whole or in part, at our option at any time at a calculated redemption price plus accrued and unpaid interest to the date of redemption, and constitute unsecured and unsubordinated indebtedness. The net proceeds from the sale of the Notes were used primarily to repay certain short-term unsecured debt and related interest.

On March 21, 2003, we sold approximately 25,500 acres of timberlands and received as consideration a $37.9 million 10-year interest bearing note receivable from the timberland buyer. We pledged the Note as collateral under a $34.0 million promissory note payable to SunTrust Financial (the “Note Payable”). The Note Payable bears interest at a fixed rate of 3.82% for five years at which time we can elect to renew the obligation.

P. H. Glatfelter Company guarantees debt obligations of all its subsidiaries. All such obligations are recorded in these condensed consolidated financial statements.

At March 31, 2005 and December 31, 2004, we had $4.3 million and $4.0 million, respectively of letters of credit issued to us by a financial institution. The letters of credit are for the benefit of certain state workers compensation insurance agencies in conjunction with our self-insurance program. No amounts were outstanding under the letters of credit. We are liable to the extent of drawdowns on the letters of credit due to our failure to comply with the provisions of certain agreements. The letters of credit do not reduce the amount available under our lines of credit.

1. CROSS-CURRENCY SWAP

In conjunction with our 2002 refinancing, we entered into a cross-currency swap transaction effective June 24, 2002. Under this transaction, we swapped $70.0 million for approximately €73.0 million and will pay interest on the Euro portion of the swap at a floating Eurocurrency Rate, plus applicable margins and will receive interest on the dollar portion of the swap at a floating U.S. Dollar LIBOR, plus applicable margins. The contract matures on June 24, 2006. The cross-currency swap is designed to provide protection from the impact that changes in currency rates have on certain U.S. dollar-denominated inter-company obligations recorded at our subsidiary in Gernsbach, Germany.

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The cross-currency swap is recorded in the Condensed Consolidated Balance Sheets at fair value of $(24.6) and $(29.6) million at March 31, 2005 and December 31, 2004, respectively, under the caption “Other long-term liabilities.” Changes in fair value are recognized in current earnings as “Other income (expenses)” in the Condensed Consolidated Statements of Income. The mark-to-market adjustment was offset by a gain on the related remeasurement of the U.S. dollar denominated inter-company obligations.

The credit risks associated with our financial derivatives are controlled through the evaluation and monitoring of creditworthiness of the counterparties. Although counterparties may expose us to losses in the event of nonperformance, we do not expect such losses, if any, to be significant.

1. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Ecusta Division Matters In August 2001, pursuant to an acquisition agreement (the “Acquisition Agreement”), we sold the assets of our Ecusta Division to four related entities, consisting of Purico (IOM) Limited, an Isle of Man limited liability company (“Purico”), and RF&Son Inc. (“RF”), RFS US Inc. (“RFS US”) and RFS Ecusta Inc. (“RFS Ecusta”), each of which is a Delaware corporation, (collectively, the “Buyers”).

In August 2002, the Buyers shut down the manufacturing operation of the pulp and paper mill in Pisgah Forest, North Carolina, which was the most significant operation of the Ecusta Division. On October 23, 2002, RFS Ecusta and RFS US filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code. During the fourth quarter of 2002, in accordance with the provisions of the Acquisition Agreement, we notified the Buyers of third party claims (“Third Party Claims”) made against us for which we are seeking indemnification from the Buyers. The Third Party Claims primarily relate to certain post-retirement benefits, workers compensation claims and vendor payables.

Effective August 8, 2003, the assets of RFS Ecusta and RFS US, which substantially consist of the pulp and paper mill and related real property, were sold to several third parties unrelated to the Buyers (the “New Buyers”). We understand the New Buyers’ business plan was to continue certain mill-related operations and to convert portions of the mill site into a business park.

Beginning in April 2003, governmental authorities, including the North Carolina Department of Environment and Natural Resources (“NCDENR”), initiated discussions with us and the New Buyers regarding, among other environmental issues, certain potential landfill closure liabilities (“Landfill Closure Costs”) associated with the Ecusta mill and its properties. The discussions focused on NCDENR’s desire to establish a plan and secure financial resources to close three landfills located at the Ecusta facility and to address other environmental matters at the facility. During the third quarter of 2003, the discussions ended with NCDENR’s conclusion to hold us responsible for the closure of the landfills. In March 2004, the NCDENR issued us an order requiring the closure of one of the three landfills at issue. We intend to pursue reimbursement for any such Landfill Closure Costs from the Buyers under the indemnification provisions of the Acquisition Agreement.

Based on our analysis of available information and our landfill closure experience, we estimated the Landfill Closure Costs would total approximately $7.6 million. During 2003, we established a reserve in this amount through charges to our results of operations. In November 2004, in compliance with the March 2004 NCDENR order, we completed the physical closure of the subject landfill. As of March 31, 2005, our reserve for Landfill Closure Costs declined to $6.0 million, reflecting costs paid to date. We believe this remaining reserve to be adequate based on our assessment of remaining Landfill Closure Costs to be incurred.

In addition to Landfill Closure Costs, prior to 2003 we had recorded liabilities for Third Party Claims, primarily related to workers compensation claims, for approximately $2.2 million.

We continue to believe the Buyers are responsible for the Landfill Closure Costs and the Third Party Claims under provisions of the Acquisition Agreement, and believe we have a strong legal basis to seek indemnification. We intend to pursue appropriate avenues to enforce the provisions of the Acquisition Agreement.

In October 2004, the bankruptcy trustee for the estates of RFS Ecusta and RFS US filed a complaint in the U.S. Bankruptcy Court for the Western District of North Carolina against certain of the Buyers and other related parties (“Defendant Buyers”) and us. The complaint alleges, among other things, that the Defendant Buyers engaged in fraud and fraudulent transfers and breached their fiduciary duties. With respect to Glatfelter, the complaint alleges that we aided and abetted the Defendant Buyers in their purported actions in the structuring of the acquisition of the Ecusta

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Division and asserts a claim against us under the Bankruptcy Code. The trustee seeks damages from us in an amount not less than $25.8 million, plus interest, and other relief. We believe these claims are largely without merit and we are vigorously defending ourselves in this action. Accordingly, no amounts have been recorded in the accompanying consolidated financial statements.

The bankruptcy trustee filed another complaint, also in the U.S. Bankruptcy Court for the Western District of North Carolina, against us, certain banks and other parties, seeking, among other things, damages totaling $6.5 million for alleged breaches of the Acquisition Agreement (the “Breach Claims”), release of certain amounts held in escrow totaling $3.5 million (the “Escrow Claims”) and recoveries of unspecified amounts allegedly payable under the Acquisition Agreement and a related agreement. We were first notified of the potential Breach Claims in July 2002. They are primarily related to the physical condition of the Ecusta mill at the time of sale. We believe these claims are without merit. With respect to the Escrow Claims, the trustee seeks the release of certain amounts held in escrow related to the sale of the Ecusta Division, of which $2.0 million was escrowed at the time of closing in the event of claims arising such as those asserted in the Breach Claim. The Escrow Claims also include amounts alleged to total $1.5 million arising from sales by us of certain properties at or around the Ecusta mill. We have previously reserved such escrowed amounts and they are recorded in the accompanying Condensed Consolidated Balance Sheets as “Other long-term liabilities.” We are vigorously defending ourselves in this action.

Further, governmental authorities are continuing to monitor the environmental conditions at the Ecusta mill. We are uncertain as to what additional Ecusta-related claims, including environmental matters, if any, may be asserted against us. In September 2004, one of the New Buyers entered into a Brownfield Agreement with the NCDENR relating to the Ecusta mill. We believe that the New Buyers continue to have discussions with the governmental authorities concerning certain other environmental related matters at the former Ecusta facility. The likelihood and extent of potential claims against us could be mitigated by the successful execution of the New Buyers’ business plan. Should any claims be made against us, we would seek indemnification to the extent possible in accordance with the terms of the Acquisition Agreement. We cannot ascertain at this time what additional impact, if any, these matters will have on our consolidated financial position and/or results of operations, and no amounts with respect thereto have been recorded.

Environmental Matters We are subject to loss contingencies resulting from regulation by various federal, state, local and foreign governmental authorities with respect to the environmental impact of our mills. To comply with environmental laws and regulations, we have incurred substantial capital and operating expenditures in past years. We anticipate that environmental regulation of our operations will continue to become more burdensome and that capital and operating expenditures necessary to comply with environmental regulations will continue, and perhaps increase, in the future. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment resulting from our operations, including the restoration of natural resources and liability for personal injury and for damages to property and natural resources. Because environmental regulations are not consistent worldwide, our ability to compete in the world marketplace may be adversely affected by capital and operating expenditures required for environmental compliance.

Neenah, Wisconsin We have previously reported with respect to potential environmental claims arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River and in the Bay of Green Bay, downstream of our Neenah, Wisconsin facility. We acquired the Neenah facility in 1979 as part of the acquisition of the Bergstrom Paper Company. In part, this facility used wastepaper as a source of fiber. At no time did the Neenah facility utilize PCBs in the pulp and paper making process, but discharges from the facility containing PCBs from wastepaper may have occurred from 1954 to the late 1970s. Any PCBs that the Neenah facility discharged into the Fox River resulted from the presence of NCR®-brand carbonless copy paper in the wastepaper that was received from others and recycled.

As described below, various state and federal governmental agencies have formally notified nine potentially responsible parties (“PRPs”), including us, that they are potentially responsible for response costs and “natural resource damages” (“NRDs”) arising from PCB contamination in the lower Fox River and in the Bay of Green Bay, under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and other statutes. The other identified PRPs are NCR Corporation, Appleton Papers Inc., Georgia Pacific Corp. (formerly Fort Howard Corp. and Fort James), WTM I Co. (a subsidiary of Chesapeake Corp.), Riverside Paper Corporation, U.S. Paper Mills Corp. (a subsidiary of Sonoco Products Company), Sonoco Products Company, and Menasha Corporation.

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CERCLA establishes a two-part liability structure that makes responsible parties liable for (1) “response costs” associated with the remediation of a release of hazardous substances and (2) NRDs related to that release. Courts have interpreted CERCLA to impose joint and several liabilities on responsible parties for response costs, subject to equitable allocation in certain instances. Prior to a final settlement by all responsible parties and the final cleanup of the contamination, uncertainty regarding the application of such liability will persist.

The areas of the lower Fox River and in the Bay of Green Bay in which the contamination exists are commonly referred to as Operable Unit 1 (“OU1”), which consists of Little Lake Butte des Morts, the portion of the river that is closest to our Neenah facility, Operable Unit 2 (“OU2”) which is the portion of the river between dams at Appleton and Little Rapids and Operable Units 3 through 5 (“OU3–5”), an area approximately 20 miles downstream of our Neenah facility.

The following summarizes the status of our potential exposure:

Response Actions OU1 and OU2 On January 7, 2003, the Wisconsin Department of Natural Resources (the “Wisconsin DNR”) and the Environmental Protection Agency (“EPA”) issued a Record of Decision (“ROD”) for the cleanup of OU1 and OU2. Subject to extenuating circumstances and alternative solutions arising during the cleanup, the ROD requires the removal of approximately 784,000 cubic yards of sediment from OU1 and no active remediation of OU2. The ROD also requires the monitoring of the two operable units. Based on the remediation activities completed to date, contract proposals received for the remaining remediation work, and the potential availability of alternative remedies under the ROD, we believe the total remediation of the OU1 will cost between $55 million and $137 million.

On July 1, 2003, WTM I entered into an Administrative Order on Consent (“AOC”) with EPA and the Wisconsin DNR regarding the implementation of the Remedial Design for OU1.

On October 1, 2003, the U.S. Department of Justice lodged a consent decree regarding OU1 (“the OU1 Consent Decree”) with the U.S. District Court for the Eastern District of Wisconsin. In the first quarter of 2004, the United States District Court for the Eastern District of Wisconsin entered the OU1 Consent Decree. Under terms of the OU1 Consent Decree, Glatfelter and WTM I each agreed to pay approximately $27 million, of which $25.0 million from each was placed in escrow to fund response work associated with remedial actions specified in the ROD. The remaining amount agreed to be paid under the Consent Decree is for NRD, NRD assessment and Past Costs incurred by the government. In addition, EPA agreed to take steps to place $10 million from another source into escrow for the OU1 cleanup.

The terms of the OU1 Consent Decree and the underlying escrow agreement restrict the use of the funds to qualifying remediation activities or restoration activities at the lower Fox River. The response work is being managed and/or performed by Glatfelter and WTM I, with governmental oversight, and funded by the amounts placed into escrow. In mid 2004, activities to remediate OU1 began including, among others, construction of de-watering and water-treatment facilities, and commencement of dredging of portions of OU1. In 2004 we completed dredging, dewatering and disposal activities covering of approximately 18,000 cubic yards of contaminated sediment from various locations in OU1.

The terms of the OU1 Consent Decree include provisions to be followed should the escrow account be depleted prior to completion of the response work. In this event, each company would be notified and be provided an opportunity to contribute additional funds to the escrow account and thereby to preserve the OU1 Consent Decree. Should the OU1 Consent Decree be terminated due to insufficient funds, each company would lose the protections contained in the settlement and the governments may turn to one or both parties for the completion of OU1 clean up. In such a situation, the governments may also seek response work from a third party, or perform the work themselves and seek response costs from any of the identified PRPs, including Glatfelter. Based on information currently available to us, and subject to government approval of the use of alternative remedies under the ROD, we believe the required remedial actions can be completed with the amount of monies committed under the Consent Decree. If the Consent Decree is terminated due to an insufficiency of escrow funds, Glatfelter and WTM I each remain potentially responsible for the costs necessary to complete the remedial actions.

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At March 31, 2005, our portion of the escrow fund totaled approximately $18.6 million, of which $7.2 million is recorded in the accompanying Condensed Consolidated Balance Sheet under the caption “Prepaid expenses and other current assets” and $11.4 million is included under the caption “Other assets.” As of March 31, 2005, our reserve for environmental liabilities, substantially all of which is for OU1 remediation activities, totaled $19.8 million.

OU3 – 5 On July 28, 2003, the EPA and the Wisconsin DNR issued a ROD (the “Second ROD”) for the cleanup of OU3 – 5. The Second ROD calls for the removal of 6.5 million cubic yards of sediment and certain monitoring at an estimated cost of $324.4 million but could, according to the Second ROD, cost within a range from approximately $227.0 million to $486.6 million. The most significant component of the estimated costs is attributable to large-scale sediment removal by dredging.

During the first quarter of 2004, NCR Corp. and Georgia Pacific Corp. entered into an AOC with the United States EPA under which they agreed to perform the Remedial Design for OU3-5, thereby accomplishing a first step towards remediation.

We do not believe that we have more than a de minimis share of any equitable distribution of responsibility for OU3–5 after taking into account the location of our Neenah facility relative to the site and considering other work or funds committed or expended by us. However, uncertainty regarding responsibilities for the cleanup of these sites continues due to disagreement over a fair allocation or apportionment of responsibility.

Natural Resource Damages The ROD and Second ROD do not place any value on claims for NRDs associated with this matter. As noted above, NRD claims are distinct from costs related to the primary remediation of a Superfund site. Calculating the value of NRD claims is difficult, especially in the absence of a completed remedy for the underlying contamination. The State of Wisconsin, the United States Fish and Wildlife Service (“FWS”), the National Oceanic and Atmospheric Administration (“NOAA”), four Indian tribes and the Michigan Attorney General have asserted that they possess NRD claims related to the lower Fox River and the Bay of Green Bay.

In June 1994, FWS notified the then identified PRPs that it considered them potentially responsible for NRDs. The federal, tribal and Michigan agencies claiming to be NRD trustees have proceeded with the preparation of an NRD assessment. While the final assessment has yet to be completed, the federal trustees

released a plan on October 25, 2000 that values their NRDs for injured natural resources between $176 million and $333 million. We believe that the federal NRD assessment is technically and procedurally flawed. We also believe that the NRD claims alleged by the various alleged trustees are legally and factually without merit.

The OU1 Consent Decree required that Glatfelter and WTM I each pay the governments $1.5 million for NRDs for the Fox River site, and $150,000 for NRD assessment costs. Each of these payments was made in return for credit to be applied toward each settling company’s potential liability for NRDs associated with the entire river.

Other Information The Wisconsin DNR and FWS have published studies, the latter in draft form, estimating the amount of PCBs discharged by each identified PRP to the lower Fox River and the Bay of Green Bay. These reports estimate our Neenah facility’s share of the volumetric discharge to be as high as 27%. We do not believe the volumetric estimates used in these studies are accurate because the studies themselves disclose that they are not accurate and are based on assumptions for which there exists no evidence. We believe that our volumetric contribution is significantly lower than the estimates. Further, we do not believe that a volumetric allocation would constitute an equitable distribution of the potential liability for the contamination. Other factors, such as the location of contamination, location of discharge and a party’s role in causing discharge must be considered in order for the allocation to be equitable.

We have entered into interim cost-sharing agreements with four of the other PRPs, pursuant to which such PRPs have agreed to share both defense costs and costs for scientific studies relating to PCBs discharged into the lower Fox River. These interim cost-sharing agreements have no bearing on the final allocation of costs related to this matter. Based upon our evaluation of the magnitude, nature and location of the various discharges of PCBs to the river and the relationship of those discharges to identified contamination, we believe our share of any liability among the identified PRPs is much less than our per capita share of the cost sharing agreement.

We also believe that there exist additional potentially responsible parties other than the identified PRPs. For instance, certain of the identified PRPs discharged their wastewater through public wastewater treatment facilities, which we believe makes the owners of such facilities potentially responsible in this matter. We also believe that entities providing wastepaper-

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containing PCBs to each of the recycling mills are also potentially responsible for this matter.

While the OU1 Consent Decree clarifies exposure we may have with regard to the Fox River site, it does not completely resolve our potential liability related to this matter. We continue to believe that this matter may result in litigation, but cannot predict the timing, nature, extent or magnitude of such litigation. We currently are unable to predict our ultimate cost related to this matter.

Reserves for Environmental Liabilities We have reserves for environmental liabilities with contractual obligations and for those environmental matters for which it is probable that a claim will be made, that an obligation may exist and for which the amount of the obligation is reasonably estimable. The following table summarizes information with respect to such reserves.

	March 31,	December 31,
In millions	2005	2004
Recorded as:
Environmental liabilities	$ 7.7	$ 7.7
Other long-term liabilities	12.6	13.9
Total	$ 20.3	$ 21.6

The classification of our environmental liabilities is based on the development of the underlying remediation plan and execution of the related escrow agreement for the funding thereof. The reserve balance declined as a result of payments associated with remediation activities under the OU1 Consent Decree and items related to the Fox River matter. We did not record charges to our results of operations during the first quarters of 2005 or 2004.

Other than with respect to the OU1 Consent Decree, the amount and timing of future expenditures for environmental compliance, cleanup, remediation and personal injury, NRDs and property damage liabilities cannot be ascertained with any certainty due to, among other things, the unknown extent and nature of any contamination, the extent and timing of any technological advances for pollution abatement, the response actions that may be required, the availability of qualified remediation contractors, equipment and landfill space and the number and financial resources of any other parties.

Range of Reasonably Possible Outcomes – Neenah, Wisconsin Based on currently available information, including actual remediation costs incurred to date, we believe that the remediation of OU1 will be satisfactorily completed for the amounts provided under the OU1 Consent Decree. Our assessment is dependent, in part, on government approval of the use of alternative remedies in OU1, as set forth in the ROD,

and on the successful negotiation of acceptable contracts to complete remediation related activities.

The OU1 Consent Decree does not address response costs necessary to remediate the remainder of the Fox River site and only addresses NRDs and claims for reimbursement of government expenses to a limited extent. Due to judicial interpretations that find CERCLA imposes joint and several liability, uncertainty persists regarding our exposure with respect to the remainder of the Fox River site.

Based on our analysis of currently available information and experience regarding the cleanup of hazardous substances, we believe that it is reasonably possible that our costs associated with the lower Fox River and the Bay of Green Bay may exceed our reserves by amounts that may prove to be insignificant or that could range, in the aggregate, up to approximately $115 million, over a period that is undeterminable but could range beyond 20 years. We believe that the likelihood of an outcome in the upper end of the monetary range is significantly less than other possible outcomes within the range and that the possibility of an outcome in excess of the upper end of the monetary range is remote.

In our estimate of the upper end of the range, we have considered: (i) the remedial actions agreed to in the OU1 Consent Decree and our belief that the required actions can be accomplished with the funds to be escrowed under the OU1 Consent Decree; and (ii) no active remediation of OU2. We have also assumed dredging for the remainder of the River and the Bay of Green Bay, as set forth in the Second ROD, although at a significantly higher cost than estimated in the Second ROD. We have also assumed our share of the ultimate liability to be 18%, which is significantly higher than we believe is appropriate or than we will incur and a level of NRD claims and claims for reimbursement of expenses from other parties that, although reasonably possible, is unlikely.

In estimating both our current reserves for environmental remediation and other environmental liabilities and the possible range of additional costs, we have assumed that we will not bear the entire cost of remediation and damages to the exclusion of other known PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, generally based on their financial condition and probable contribution. Our evaluation of the other PRPs’ financial condition included the review of publicly available financial information. Furthermore, we believe certain of these PRPs have corporate or contractual

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relationships with additional entities that may shift to those entities some or all of the monetary obligations arising from the lower Fox River and Bay of Green Bay. The relative probable contribution is based upon our knowledge that at least two PRPs manufactured the paper and arranged for the disposal of the wastepaper that included the PCBs and consequently in our opinion, bear a higher level of responsibility.

In addition, our assessment is based upon the magnitude, nature and location of the various discharges of PCBs to the river and the relationship of those discharges to identified contamination. We have also considered that over a number of years, certain facilities were under the ownership of large multinational companies that appear to retain some liability for this matter. We continue to evaluate our exposure and the level of our reserves, including, but not limited to, our potential share of the costs and NRDs, if any, associated with the lower Fox River and the Bay of Green Bay.

We believe that we are insured against certain losses related to the lower Fox River and the Bay of Green Bay, depending on the nature and amount of the losses. On July 30, 2003, we filed a Complaint in the Circuit Court for the County of Milwaukee, Wisconsin, against our insurers, seeking damages for breach of contract and declaratory relief related to such losses. One of the insurers that is a defendant in our Wisconsin litigation has filed a counter-suit against us in the U.S. District Court for the Middle District of Pennsylvania. The filing of our lawsuit followed the issuance of a Wisconsin Supreme Court opinion regarding environmental coverage issues that is favorable to policyholders. In 2004, we received a total of $32.8 million from the successful resolution of certain claims under insurance policies related to the Fox River environmental matter.

Summary Our current assessment is that we should be able to manage these environmental matters without a long-term, material adverse impact on the Company. These matters could, however, at any particular time or for any particular year or years, have a material adverse effect on our consolidated financial position, liquidity and/or results of operations or could

result in a default under our loan covenants. Moreover, there can be no assurance that our reserves will be adequate to provide for future obligations related to these matters, that our share of costs and/or damages for these matters will not exceed our available resources, or that such obligations will not have a long-term, material adverse effect on our consolidated financial position, liquidity or results of operations. With regard to the lower Fox River and the Bay of Green Bay, if we are not successful in managing the implementation of the OU1 Consent Decree and/or if we are ordered to implement the remedy proposed in the Second ROD, such developments could have a material adverse effect on our consolidated financial position, liquidity and results of operations and may result in a default under our loan covenants.

We are also involved in other lawsuits that are ordinary and incidental to our business. The ultimate outcome of these lawsuits cannot be predicted with certainty; however, we do not expect that such lawsuits in the aggregate or individually will have a material adverse effect on our consolidated financial position, liquidity or results of operations.

1. SEGMENT AND GEOGRAPHIC INFORMATION

In connection with the implementation of the North American Restructuring Program and other initiatives, during 2004, we changed the way we manage our business and transitioned from three distinct business units to two: the Europe-based Long Fiber & Overlay Papers business unit and the North America-based Specialty Papers business unit. While the Long Fiber & Overlay Papers business unit remains unchanged, the formation of the Specialty Papers business unit, which consists of the former Engineered Products and the Printing & Converting Papers business units, allows us to more effectively manage the demand planning process, optimize product mix, minimize process variability and meet the demands of our customers. As a result of this transition, all prior period segment data has been restated to give effect to the further refinement of our organizational structure discussed above.

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The following table sets forth financial and other information by business unit for the periods indicated:

Business Unit Performance	For The Three Months Ended March 31,
In thousands	Specialty Papers			Long Fiber & Overlay		Other and Unallocated			Total
	2005	2004		2005	2004	2005	2004		2005		2004
Net sales	$ 92,730	$ 82,767		$ 51,145	$ 48,836	$ 21	$	474	$	143,896	$	132,077
Energy sales, net	2,544	2,414		—	—	—		—		2,544		2,414
Total revenue	95,274	85,181		51,145	48,836	21		474		146,440		134,491
Cost of products sold	80,151	77,867		41,210	39,650	22		581		121,383		118,098
Gross profit (loss)	15,123	7,314		9,935	9,186	(1	)	(107	)	25,057		16,393
SG&A	11,588	9,846		6,145	5,354	—		31		17,733		15,231
Pension income						(3,880	)	(4,515	)	(3,880	)	(4,515	)
Gains on dispositions of plant,
equipment and timberlands						(60	)	(33,038	)	(60	)	(33,038	)
Gain on insurance recoveries						—		(25,200	)	—		(25,200	)
Total operating income (loss)	3,535	(2,532	)	3,790	3,832	3,939		62,615		11,264		63,915
Nonoperating income (expense)	—	—		—	—	(2,501	)	(2,759	)	(2,501	)	(2,759	)
Income before income taxes	$ 3,535	$ (2,532	)	$ 3,790	$ 3,832	$ 1,438		59,856	$	8,763	$	61,156
Supplementary Data
Net tons sold	110,738	108,231		11,679	11,622	5		205		122,422		120,059
Depreciation expense	$ 8,869	$ 9,496		$ 3,997	$ 3,736	—		—	$	12,866	$	13,232

Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services.

Management evaluates results of operations before non-cash pension income, restructuring related charges, unusual items, effects of asset dispositions and insurance recoveries because it believes this is a more meaningful representation of the operating performance of its core papermaking businesses, the profitability of business units and the extent of cash flow generated from core operations. This presentation is closely aligned with the management and operating structure of our company. It is also on this basis that Company’s performance is evaluated internally and by the Company’s Board of Directors.

1. SUBSEQUENT EVENTS

On April 27, 2005, shareholders approved the P. H. Glatfelter Company 2005 Long-Term Incentive Plan the (the “2005 LTIP”). The 2005 LTIP provides for up to 1,500,000 shares of common stock to be issued to eligible employees, officers, non-employee directors and consultants. Such awards may consist of options, stock appreciation rights, restricted stock, restricted stock units, stock and other stock-based awards. The 2005 LTIP replaces the 1992 Long-Term Incentive Plan.

On May 10, 2005, we entered into an agreement to sell 2,494 acres of timberlands located in the state of Delaware for $21.0 million in cash. Upon closing, which should occur in the fourth quarter of 2005, we expect to recognize a gain of approximately $20 million.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

P. H. Glatfelter Company:

We have reviewed the accompanying condensed consolidated balance sheet of P. H. Glatfelter Company and Subsidiaries as of March 31, 2005, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of P. H. Glatfelter Company and Subsidiaries as of December 31, 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 15, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania May 10, 2005

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Glatfelter’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2004 Annual Report on Form 10-K/A Amendment No. 1.

Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-Q are forward looking. We use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, net sales, costs of products sold, non-cash pension income, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements:

i.	variations in demand for, or pricing of, our products;
ii.	changes in the cost or availability of raw materials we use, in particular market pulp,
pulp substitutes, and abaca fiber, and changes in energy-related costs;
iii.	our ability to develop new, high value-added Specialty Papers and Long Fiber & Overlay
Papers;
iv.	the impact of competition, changes in industry paper production capacity, including the
construction of new mills, the closing of mills and incremental changes due to capital
expenditures or productivity increases;
v.	our ability to continue to execute our North American Restructuring Program, growth
strategies and cost reduction initiatives;
vi.	cost and other effects of environmental compliance, cleanup, damages, remediation or
restoration, or personal injury or property damages related thereto, such as the costs of
natural resource restoration or

| | damages related to the presence of polychlorinated biphenyls
(“PCBs”) in the lower Fox River on which our Neenah mill is located; and the costs of
environmental matters at our former Ecusta Division mill; |
| --- | --- |
| vii. | the gain or loss of significant customers and/or on-going viability of such customers; |
| viii. | risks associated with our international operations, including local economic and
political environments and fluctuations in currency exchange rates; |
| ix. | geopolitical events, including war and terrorism; |
| x. | enactment of adverse state, federal or foreign tax or other legislation or changes in
government policy or regulation; |
| xi. | adverse results in litigation; |
| xii. | disruptions in production and/or increased costs due to labor disputes; |
| xiii. | our ability to realize the value of our timberlands; |
| xiv. | the recovery of environmental-related losses under our insurance policies; and |
| xv. | our ability to identify, finance and consummate future alliances or acquisitions. |

Introduction We manufacture, both domestically and internationally, a wide array of specialty papers and engineered products. Substantially all of our revenue is earned from the sale of our products to customers in numerous markets, including book publishing, food and beverage, decorative laminates for furniture and flooring, and other highly technical niche markets.

Overview The comparison of our financial results for the first quarter of 2005 versus the first quarter of 2004 reflects the following significant items:

1)	The North America Restructuring Program that was implemented in the second half of 2004; and
2)	Demand for products improved and selling prices strengthened beginning in the second quarter
of 2004 benefiting the comparison of the first quarter of 2005 to the first quarter of 2004.

The North American restructuring initiative is focused on improving the profitability by enhancing our product mix by targeting higher value niche markets, increasing workforce productivity, and reducing costs by enhancing supply chain management strategies. Together improved market conditions in North America and stable performance, in the quarter-to-quarter comparison, of our Europe-based Long Fiber & Overlay Papers business unit, these actions contributed to a widening gross margin and increased gross profit. Our operating results also reflect increasing raw material prices particularly pulp and energy related costs and effects of a weaker U.S. dollar on translated international operations.

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In addition, the results for the first quarter of 2004 include after-tax gains of approximately $34.8 million from the sale of non-strategic timberlands and the corporate aircraft, and collection of insurance proceeds related to environmental claims. There were no comparable transactions occurring in 2005.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2005 versus the Three Months Ended March 31, 2004

The following table sets forth summarized results of operations:

	Three Months Ended
	March 31
In thousands, except per share	2005	2004
Net sales	$ 143,896	$ 132,077
Gross profit	28,594	20,499
Operating income	11,264	63,915
Net income	6,290	36,259
Earnings per diluted share	0.14	0.83

The consolidated results of operations for the three months ended March 31, 2004 includes the following significant items:

In thousands, except per share	After-tax	Diluted EPS
2004
Gains on sale of timberlands and corporate
aircraft	$ 19,559	$ 0.45
Insurance recoveries	15,221	0.35

The above items increased earnings by $34.8 million, or $0.80 per diluted share in the first quarter of 2004. There were no comparable transactions in the first quarter of 2005.

Business Units In 2004 we changed the way we manage our business and transitioned from three distinct business units to two: the Europe-based Long Fiber & Overlay Papers business unit and the North America-based Specialty Papers business unit. While the Long Fiber & Overlay business Unit remains unchanged, the combination of the former Engineered Products and the Printing & Converting Papers business units into Specialty Papers allows us to more effectively manage the demand planning process, optimize product mix,

minimize process variability and meet the demands of our customers. As a result of this transition, all prior period segment data has been restated to give effect to the further refinement of our organizational structure discussed above

The following table sets forth profitability information by business unit and the composition of consolidated income before income taxes:

Business Unit Performance	For The Three Months Ended March 31,
In thousands	Specialty Papers			Long Fiber & Overlay		Other and Unallocated			Total
	2005	2004		2005	2004	2005	2004		2005		2004
Net sales	$ 92,730	$ 82,767		$ 51,145	$ 48,836	$ 21	$	474	$	143,896	$	132,077
Energy sales, net	2,544	2,414		—	—	—		—		2,544		2,414
Total revenue	95,274	85,181		51,145	48,836	21		474		146,440		134,491
Cost of products sold	80,151	77,867		41,210	39,650	22		581		121,383		118,098
Gross profit (loss)	15,123	7,314		9,935	9,186	(1	)	(107	)	25,057		16,393
SG&A	11,588	9,846		6,145	5,354	—		31		17,733		15,231
Pension income						(3,880	)	(4,515	)	(3,880	)	(4,515	)
Gains on dispositions of plant,
equipment and timberlands						(60	)	(33,038	)	(60	)	(33,038	)
Gain on insurance recoveries						—		(25,200	)	—		(25,200	)
Total operating income (loss)	3,535	(2,532	)	3,790	3,832	3,939		62,615		11,264		63,915
Nonoperating income (expense)	—	—		—	—	(2,501	)	(2,759	)	(2,501	)	(2,759	)
Income before income taxes	$ 3,535	$ (2,532	)	$ 3,790	$ 3,832	$ 1,438		59,856	$	8,763	$	61,156
Supplementary Data
Net tons sold	110,738	108,231		11,679	11,622	5		205		122,422		120,059
Depreciation expense	$ 8,869	$ 9,496		$ 3,997	$ 3,736	—		—	$	12,866	$	13,232

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Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. Costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services.

Management evaluates results of operations before non-cash pension income, and if applicable, restructuring related charges, unusual items, effects of asset dispositions and insurance recoveries because it believes this is a more meaningful representation of the operating performance of its core papermaking businesses, the profitability of business units and the extent of cash flow generated from core operations. This presentation is closely aligned with the management and operating structure of our Company.

It is also on this basis that our performance is evaluated internally and by our Board of Directors.

Sales and Costs of Products Sold

	Three Months Ended
	March 31
In thousands	2005	2004	Change
Net sales	$ 143,896	$ 132,077	$ 11,819
Energy sales – net	2,544	2,414	130
Total revenues	146,440	134,491	11,949
Costs of products sold	117,846	113,992	3,854
Gross profit	$ 28,594	$ 20,499	$ 8,095
Gross profit as a percent of Net
sales	19.9 %	15.5 %

The following table sets forth the contribution to consolidated net sales by each business unit:

2005	2004
Business Unit
Specialty Papers	64.4 %	62.6 %
Long-Fiber & Overlay Papers	35.6	37.0
Tobacco Papers	—	0.4
Total	100.0 %	100.0 %

Net sales totaled $143.9 million for the first quarter of 2005, an increase of $11.8 million, or 8.9%, compared to the same quarter a year ago. This growth was primarily driven by both strengthened product pricing and a 4.0% increase in volume in the Specialty Papers business unit

compared with the same quarter a year ago. Higher pricing for Specialty Papers’ products increased revenue by $5.6 million compared to the same quarter a year ago. Long Fiber & Overlay Papers’ volumes shipped and selling prices were essentially the same in the quarter-to-quarter comparison. The translation of foreign currencies favorably impacted 2005 first quarter net sales by $1.9 million compared to the same quarter a year ago.

Costs of products sold increased $3.9 million in the quarter-to-quarter comparison. In addition to the effect of increased shipping volumes, higher raw material and energy prices increased costs of products sold by approximately $3.5 million. The translation of foreign currencies increased costs by $1.5 million. These factors were partially offset by reduced labor costs attributable to the North American Restructuring Program and to improved operating performance at the Company’s Neenah, WI facility, which together aggregated approximately $2.9 million. Gross profit increased to $28.6 million for the first quarter of 2005 compared to $20.5 million a year ago.

Non-Cash Pension Income Non-cash pension income results from the considerably over-funded status of our pension plans. The amount of pension income recognized each year is determined using various actuarial assumptions and certain other factors, including the fair value of our pension assets as of the beginning of the year. The following summarizes non-cash pension income for each of the first quarters of 2005 and 2004:

	Three Months Ended
	March 31
In thousands	2005	2004	Change
Recorded as :
Costs of products sold	$ 3,537	$ 4,106	$(569	)
SG&A expense	343	409	(66	)
Total	$ 3,880	$ 4,515	$(635	)

The following summarizes SG&A expenses, restructuring charges, gains from asset dispositions and other nonrecurring items:

	Three Months Ended
	March 31
In thousands	2005	2004		Change
SG&A expenses	$ 17,390	$	14,822	$	2,568
Gains on dispositions of plant,
equipment and timberlands	(60	)	(33,038	)	N/M
Gains from insurance recoveries	—		(25,200	)	N/M
Total	$ 17,330	$	(43,416	)

N/M – not meaningful

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Selling, General and Administrative (“SG&A”) expenses increased $2.6 million in the comparison to the year-earlier quarter. Approximately $1.5 million of the increase was for legal and professional fees primarily related to the pursuit of additional insurance recoveries and $0.6 million was due to higher incentive compensation associated with improved operating performance. The translation of foreign currencies increased SG&A by $0.2 million.

Gain on Sales of Plant, Equipment and Timberlands During the first quarter of 2004 we complete the sales of certain assets. The following table summarizes these transactions.

Dollars in thousands	Acres	Proceeds	Pre-tax — Gain
Three Months Ended March 31, 2004
Timberlands	2,332	$ 30,283	$ 29,828
Corporate Aircraft	n/a	2,861	2,554
Other		470	656
Total		$ 33,614	$ 33,038

All property sales set forth above were sold for cash

Insurance Recoveries During the first quarter of 2004, we reached successful resolution of certain claims under insurance policies related to the Fox River environmental matter. Insurance recoveries included in the 2004 first quarter’s results of operations totaled $25.2 million and were received in cash prior to March 31, 2004.

We continue to pursue legal actions against certain other insurers that we believe are liable under similar policies related to the Fox River environmental matter.

Income Taxes Net income for the first quarter of 2005 reflects an effective tax rate of 28.2% compared to 40.7% in the same quarter a year ago. The lower effective tax rate in the first quarter of 2005 was primarily due to the resolution of certain state tax matters. The higher effective rate in 2004 was due to changes in German tax law, which limited the deductibility of interest expense based on the ratio of debt to equity and other factors. In the first quarter of 2004, approximately 79.1% of our income from operations, excluding gains from sales of property and insurance recoveries, was generated overseas where the effective tax rate was 61.9%. Based on interpretations issued by German taxing authorities subsequent to the end of the 2004 first quarter and on tax planning initiatives, our effective tax rate was reduced, and was 38.2% for the full year of 2004.

Foreign Currency We own and operate paper and pulp mills in Germany, France and the Philippines. The local currency in Germany and France is the Euro, while in the Philippines the currency is the Peso. During the first three months of 2005, these operations generated

approximately 32% of our sales and 31% of operating expenses. The translation of the results from these international operations into U.S. dollars is subject to changes in foreign currency exchange rates.

The table below summarizes the effect from foreign currency translation on 2005 reported results compared to 2004:

In thousands	Three Months — Ended March 31
	Favorable
	(unfavorable)
Net sales	$ 1,885
Costs of products sold	(1,541	)
SG&A expenses	(228	)
Income taxes and other	2
Net income	$ 118

The above table only presents the financial reporting impact of foreign currency translations. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets. The strengthening of the Euro relative to certain other currencies in the comparison of the first quarter of 2005 to the same period of 2004, adversely affected the price competitiveness of our Germany-based Long Fiber & Overlay Papers business unit relative to certain competitors.

LIQUIDITY AND CAPITAL RESOURCES

Our business is capital intensive and requires expenditures for new or enhanced equipment, for environmental compliance matters and to support our business strategy and research and development efforts. The following table summarizes cash flow information for each of the periods presented.

	Three Months Ended
	March 31
In thousands	2005	2004
Cash and cash equivalents at beginning of period	$ 39,951	$	15,566
Cash provided by (used for)
Operating activities	(9,115	)	14,148
Investing activities	(4,610	)	28,509
Financing activities	(1,892	)	(39,034	)
Effect of exchange rate changes on cash	(488	)	(306	)
Net cash provided (used)	(16,105	)	3,317
Cash and cash equivalents at end of period	$ 23,846	$	18,883

The decrease in cash generated from operations in the comparison was primarily due to a planned increase in inventories primarily related to matching production with expected customer demand and payments for federal income taxes. In addition, the first quarter of 2004

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includes $14.5 million of insurance recoveries, net of amounts escrowed to fund environmental remediation activities.

The changes in investing cash flows reflects cash proceeds in the first quarter of 2004 from dispositions of property, equipment and timberlands totaling $33.6 million. Further, capital expenditures totaled $4.6 million and $5.1 million in the quarter-to-quarter comparison. We currently expect capital expenditures in the full year 2005 to approximate $30 million to $35 million compared to $19 million in 2004.

The following table sets forth our outstanding long-term indebtedness:

In thousands	March 31, — 2005	2004
Revolving credit facility,
due June 2006	$ 22,369	$	23,277
6 7 / 8 % Notes, due July 2007	150,000		150,000
Note payable – SunTrust,
due March 2008	34,000		34,000
Other notes, various	424		446
Total long-term debt	206,793		207,723
Less current portion	(424	)	(446	)
Long-term debt, excluding
current portion	$ 206,369	$	207,277

The significant terms of the debt obligations are set forth in Item 1 – Financial Statements, Note 11.

During the first quarters of 2005 and 2004, cash dividends paid on common stock totaled $4.0 million and $3.9 million, respectively. Our Board of Directors determines what, if any, dividends will be paid to our shareholders. Dividend payment decisions are based upon then-existing factors and conditions and, therefore, historical trends of dividend payments are not necessarily indicative of future payments.

We are subject to loss contingencies resulting from regulation by various federal, state, local and foreign governmental authorities with respect to the environmental impact of mills we operate, or have operated. To comply with environmental laws and regulations, we have incurred substantial capital and operating expenditures in past years. We anticipate that environmental regulation of our operations will continue to become more burdensome and that capital and operating expenditures necessary to

comply with environmental regulations will continue, and perhaps increase, in the future. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment resulting from our operations, including the restoration of natural resources and liability for personal injury and for damages to property and natural resources. Because environmental regulations are not consistent worldwide, our ability to compete in the world marketplace may be adversely affected by capital and operating expenditures required for environmental compliance.

We expect to meet all of our near- and longer-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility or other bank lines of credit and other long-term debt. However, as discussed in Item 1 – Financial Statements – Note 13, an unfavorable outcome of various environmental matters could have a material adverse impact on our consolidated financial position, liquidity and/or results of operations.

Off-Balance-Sheet Arrangements As of March 31, 2005 and December 31, 2004, we had not entered into any off-balance-sheet arrangements. A financial derivative instrument to which we are a party and guarantees of indebtedness, which solely consists of obligations of subsidiaries and a partnership, are reflected in the consolidated balance sheets included herein in Item 1 – Financial Statements.

Outlook We experienced strong improvement in orders during 2004 across many of our product offerings in the North America-based Specialty Papers business unit. Demand for many of this unit’s products remains strong and pricing is stable. We expect these conditions to prevail through the end of 2005.

Long Fiber & Overlay Papers unit, based in Europe, has faced increasing challenges primarily due to i) softer demand associated with a relatively weaker economic environment; ii) the adverse impact on its price competitiveness of a historically strong Euro relative to the U.S. dollar in markets whose currencies are denominated in, or tied to, the dollar and iii) more aggressive competition. As a result, further pressure on this unit’s prices and operating rates may be experienced in the remaining parts of 2005.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Dollars in thousands	Year Ended December 31 — 2005		2006		2007	2008	2009	At March 31, 2005 — Carrying Value		Fair Value
Long-term debt
Average principal outstanding
At fixed interest rates	$	184,214	$	184,000	$ 115,250	$ 8,500	—	$ 184,424		$ 189,853
At variable interest rates		22,369		13,049	—	—	—	22,369		22,369
Weighted-average interest rate
On fixed interest rate debt		6.31 %		6.31 %	5.97 %	3.82 %	—
On variable interest rate debt		3.32		3.32	—	—	—
Cross-currency swap
Pay variable – EURIBOR	€	72,985	€	34,993	—	—	—	$ (24,603	)	$ (24,603	)
Variable rate payable		2.89 %		2.89 %	—	—	—
Receive variable – US$ LIBOR	$	70,000	$	33,562	—	—	—
Variable rate receivable		3.71 %		3.71 %	—	—	—

Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At March 31,2005, we had long-term debt outstanding of $206.8 million, of which $22.4 million, or 10.8% was at variable interest rates.

The table above presents average principal outstanding and related interest rates for the next five years and the amount of a cross-currency swap agreement. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities.

Variable-rate debt outstanding represents borrowings under our revolving credit facility that incur interest based on the domestic prime rate or a Eurocurrency rate, at our option, plus a margin. At March 31, 2005, the interest rate paid was 3.32%. A hypothetical 100 basis point increase or decrease in the interest rate on variable rate debt would increase or decrease annual interest expense by $0.2 million.

At March 31, 2005, we had a cross-currency swap agreement outstanding with a termination date of June 24, 2006. Under this transaction, we swapped $70.0 million for approximately €73 million, pay interest on the Euro portion of the swap at a floating Eurocurrency Rate (EURIBOR), plus applicable margins and receive interest on the dollar portion of the swap at a floating U.S. dollar LIBOR rate, plus applicable margins. The cross-currency swap is designed to provide protection from the impact that changes in currency rates have on certain U.S. dollar-denominated inter-company obligations recorded at our S&H subsidiary in Gernsbach, Germany.

The cross currency swap is recorded at fair value on the Consolidated Balance Sheet under the caption “Other long-term liabilities.” Changes in fair value are recognized in earnings as “Other income (expense)” in the Consolidated Statements of Income. Changes in fair value of the cross-currency swap transaction are substantially offset by changes in the value of U.S. dollar-denominated inter-company obligations when they are re-measured in Euros, the functional currency of S&H.

We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. Dollar. During three months ended March 31, 2005, approximately 68% of our net sales were shipped from the United States, 26% from Germany, and 6% from other international locations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures Our chief executive officer and our principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2005, have concluded that, as of the evaluation date, our disclosure controls and procedures were effective.

Changes in Internal Controls There was no change in our internal control over financial reporting during the three months ended March 31, 2005, that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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PART II

ITEM 6. EXHIBITS

(a) Exhibits

The following exhibits are filed herewith.

| 15 | Letter in lieu of consent regarding review report of unaudited
interim financial information. |
| --- | --- |
| 31.1 | Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of John C. van Roden, Jr., Executive Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
| 32.2 | Certification of John C. van Roden, Jr., Executive Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 10, 2005
By:	/s/ John P. Jacunski
	John P. Jacunski
	Vice President and
Corporate Controller (as chief accounting officer)

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EXHIBIT INDEX

Exhibit
Number	Description
15	Letter in lieu of consent regarding review report of
unaudited interim financial information, filed herewith.
31.1	Certification of George H. Glatfelter II, Chairman and
Chief Executive Officer of Glatfelter, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350 – Chief Executive Officer, filed herewith.
31.2	Certification of John C. van Roden, Jr., Executive Vice
President and Chief Financial Officer of Glatfelter,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –
Chief Financial Officer, filed herewith.
32.1	Certification of George H. Glatfelter II, Chairman and
Chief Executive Officer of Glatfelter, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 – Chief Executive
Officer, filed herewith.
32.2	Certification of John C. van Roden, Jr., Executive Vice
President and Chief Financial Officer of Glatfelter,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350 – Chief Financial Officer, filed
herewith.

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