Appvion 10Q 2012 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: July 1, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For The Transition Period From To .

Commission file numbers: 333-82084-01

333-82084

PAPERWEIGHT DEVELOPMENT CORP.	APPLETON PAPERS INC.
(Exact Name of Registrant as Specified in Its Charter)	(Exact Name of Registrant as Specified in Its Charter)
Wisconsin	Delaware
(State or Other Jurisdiction of Incorporation or Organization)	(State or Other Jurisdiction of Incorporation or Organization)

39-2014992	36-2556469
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

825 East Wisconsin Avenue, P.O. Box 359, Appleton, Wisconsin	54912-0359
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (920) 734-9841

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

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether either of the registrants is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large Accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

As of August 1, 2012, 8,904,919 shares of Paperweight Development Corp. common stock, $.01 par value, were outstanding. There is no trading market for the common stock of Paperweight Development Corp. As of May 1, 2012, 100 shares of Appleton Papers Inc.’s common stock, $100.00 par value, were outstanding. There is no trading market for the common stock of Appleton Papers Inc. No shares of Paperweight Development Corp. or Appleton Papers Inc. were held by non-affiliates.

Documents incorporated by reference: None.

Appleton Papers Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

INDEX

		Page Number
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)

	a) Condensed Consolidated Balance Sheets Paperweight Development Corp. and Subsidiaries Appleton Papers Inc. and Subsidiaries	3 4

	b) Condensed Consolidated Statements of Comprehensive Loss Paperweight Development Corp. and Subsidiaries Appleton Papers Inc. and Subsidiaries	5 6

	c) Condensed Consolidated Statements of Cash Flows Paperweight Development Corp. and Subsidiaries Appleton Papers Inc. and Subsidiaries	7 8

	d) Consolidated Statements of Redeemable Common Stock, Accumulated Deficit and Accumulated Other Comprehensive Loss Paperweight Development Corp. and Subsidiaries	9

	e) Consolidated Statements of Equity Appleton Papers Inc. and Subsidiaries	10

	f) Notes to Condensed Consolidated Financial Statements	11

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4	Controls and Procedures	41

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	42

Item 1A	Risk Factors	42

Item 6	Exhibits	44

Signatures		45

PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements (unaudited)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands, except share data)
	July 1, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	3,350		$	7,241
Accounts receivable, less allowance for doubtful accounts of $1,541 and $1,186, respectively		95,496			90,339
Inventories		109,534			102,527
Other current assets		49,915			54,724
Total current assets		258,295			254,831

Property, plant and equipment, net of accumulated depreciation of $594,365 and $513,985, respectively		248,082			324,665
Intangible assets, net		44,982			46,125
Other assets		14,098			16,297

Total assets	$	565,457		$	641,918

LIABILITIES, REDEEMABLE COMMON STOCK, ACCUMULATED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Current liabilities
Current portion of long-term debt	$	1,256		$	1,256
Accounts payable		56,074			51,766
Accrued interest		3,103			2,628
Other accrued liabilities		92,914			91,427
Total current liabilities		153,347			147,077

Long-term debt		542,882			510,533
Postretirement benefits other than pension		41,917			41,611
Accrued pension		108,280			125,245
Other long-term liabilities		28,764			7,389
Commitments and contingencies (Note 12)		-			-
Redeemable common stock, $0.01 par value, shares authorized: 30,000,000, shares issued and outstanding: 8,905,322 and 9,212,808, respectively		89,845			97,615
Accumulated deficit		(261,194	)		(150,193	)
Accumulated other comprehensive loss		(138,384	)		(137,359	)
Total liabilities, redeemable common stock, accumulated deficit and accumulated other comprehensive loss	$	565,457		$	641,918

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

APPLETON PAPERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands, except share data)
	July 1, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	3,350		$	7,241
Accounts receivable, less allowance for doubtful accounts of $1,541 and $1,186, respectively		95,496			90,339
Inventories		109,534			102,527
Other current assets		49,915			54,724
Total current assets		258,295			254,831

Property, plant and equipment, net of accumulated depreciation of $594,365 and $513,985, respectively		248,082			324,665
Intangible assets, net		44,982			46,125
Other assets		14,086			16,285

Total assets	$	565,445		$	641,906

LIABILITIES AND TOTAL EQUITY
Current liabilities
Current portion of long-term debt	$	1,256		$	1,256
Accounts payable		56,074			51,766
Accrued interest		3,103			2,628
Other accrued liabilities		92,914			91,427
Total current liabilities		153,347			147,077

Long-term debt		542,882			510,533
Postretirement benefits other than pension		41,917			41,611
Accrued pension		108,280			125,245
Other long-term liabilities		28,764			7,389
Total liabilities		875,190			831,855
Commitments and contingencies (Note 12)
Common stock, $100.00 par value, 130,000 shares authorized, 100 shares issued and outstanding		10,500			10,500
Paid-in capital		623,305			623,305
Due from parent		(234,307	)		(229,100	)
Accumulated deficit		(570,859	)		(457,295	)
Accumulated other comprehensive loss		(138,384	)		(137,359	)
Total equity		(309,745	)		(189,949	)
Total liabilities and equity	$	565,445		$	641,906

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

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
(dollars in thousands)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net sales	$	213,901		$	216,586		$	433,531		$	434,601

Cost of sales		202,806			174,160			412,418			345,324

Gross profit		11,095			42,426			21,113			89,277

Selling, general and administrative expenses		42,547			31,772			76,918			65,121
Restructuring		1,036			-			26,472			-
Litigation settlement, net		-			(82	)		-			3,122

Operating (loss) income		(32,488	)		10,736			(82,277	)		21,034

Other expense (income)
Interest expense		15,086			15,683			30,093			31,833
Interest income		-			(37	)		(12	)		(74	)
Foreign exchange loss (gain)		1,261			(101	)		994			(1,074	)
Other (income) expense		(40	)		(1,374	)		72			(1,374	)

Loss before income taxes		(48,795	)		(3,435	)		(113,424	)		(8,277	)

Provision (benefit) for income taxes		75			(154	)		140			201

Net loss	$	(48,870	)	$	(3,281	)	$	(113,564	)	$	(8,478	)

Comprehensive loss	$	(50,325	)	$	(2,862	)	$	(114,589	)	$	(8,367	)

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

APPLETON PAPERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
(dollars in thousands)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
Net sales	$	213,901		$	216,586		$	433,531		$	434,601

Cost of sales		202,806			174,160			412,418			345,324

Gross profit		11,095			42,426			21,113			89,277

Selling, general and administrative expenses		42,547			31,772			76,918			65,121
Restructuring		1,036			-			26,472			-
Litigation settlement, net		-			(82	)		-			3,122

Operating (loss) income		(32,488	)		10,736			(82,277	)		21,034

Other expense (income)
Interest expense		15,086			15,683			30,093			31,833
Interest income		-			(37	)		(12	)		(74	)
Foreign exchange loss (gain)		1,261			(101	)		994			(1,074	)
Other (income) expense		(40	)		(1,374	)		72			(1,374	)

Loss before income taxes		(48,795	)		(3,435	)		(113,424	)		(8,277	)

Provision (benefit) for income taxes		75			(154	)		140			201

Net loss	$	(48,870	)	$	(3,281	)	$	(113,564	)	$	(8,478	)

Comprehensive loss	$	(50,325	)	$	(2,862	)	$	(114,589	)	$	(8,367	)

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

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
(unaudited)
(dollars in thousands)
	July 1, 2012			July 3, 2011
Cash flows from operating activities:
Net loss	$	(113,564	)	$	(8,478	)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation		81,508			22,950
Amortization of intangible assets		1,143			1,166
Impaired inventory revaluation		11,078			-
Amortization of financing fees		1,292			2,137
Amortization of bond discount		519			466
Employer 401(k) noncash matching contributions		1,798			1,502
Foreign exchange loss (gain)		1,001			(1,088	)
Net gain from involuntary conversion of equipment		-			(1,374	)
Noncash gain on foreign currency hedging		(1,350	)		-
Loss on disposals of equipment		630			201
Accretion of capital lease obligation		3			5
(Increase)/decrease in assets and increase/(decrease) in liabilities:
Accounts receivable		(6,126	)		680
Inventories		(18,027	)		(458	)
Other current assets		1,942			14,061
Accounts payable and other accrued liabilities		13,259			(930	)
Accrued pension		(12,165	)		(8,617	)
Other, net		17,382			972
Net cash (used) provided by operating activities		(19,677	)		23,195

Cash flows from investing activities:
Proceeds from sale of equipment		2			-
Insurance proceeds from involuntary conversion of equipment		-			1,374
Additions to property, plant and equipment		(4,385	)		(9,404	)
Net cash used by investing activities		(4,383	)		(8,030	)

Cash flows from financing activities:
Payment of senior notes payable		-			(17,491	)
Payments relating to capital lease obligation		(24	)		(28	)
Proceeds from revolving line of credit		136,150			130,300
Payments of revolving line of credit		(104,000	)		(119,600	)
Payments of State of Ohio loans		(620	)		(601	)
Proceeds from municipal debt		300			-
Proceeds from issuance of redeemable common stock		1,564			1,382
Payments to redeem common stock		(8,559	)		(7,349	)
Decrease in cash overdraft		(4,635	)		(564	)
Net cash provided (used) by financing activities		20,176			(13,951	)

Effect of foreign exchange rate changes on cash and cash equivalents		(7	)		14
Change in cash and cash equivalents		(3,891	)		1,228
Cash and cash equivalents at beginning of period		7,241			3,772

Cash and cash equivalents at end of period	$	3,350		$	5,000

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

APPLETON PAPERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
(unaudited)
(dollars in thousands)

	July 1, 2012			July 3, 2011
Cash flows from operating activities:
Net loss	$	(113,564	)	$	(8,478	)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation		81,508			22,950
Amortization of intangible assets		1,143			1,166
Impaired inventory revaluation		11,078			-
Amortization of financing fees		1,292			2,137
Amortization of bond discount		519			466
Employer 401(k) noncash matching contributions		1,798			1,502
Foreign exchange loss (gain)		1,001			(1,088	)
Net gain from involuntary conversion of equipment		-			(1,374	)
Noncash gain on foreign currency hedging		(1,350	)		-
Loss on disposals of equipment		630			201
Accretion of capital lease obligation		3			5
(Increase)/decrease in assets and increase/(decrease) in liabilities:
Accounts receivable		(6,126	)		680
Inventories		(18,027	)		(458	)
Other current assets		1,942			14,061
Accounts payable and other accrued liabilities		9,781			(15,493	)
Accrued pension		(12,165	)		(8,617	)
Other, net		15,594			(320	)
Net cash (used) provided by operating activities		(24,943	)		7,340

Cash flows from investing activities:
Proceeds from sale of equipment		2			-
Insurance proceeds from involuntary conversion of equipment		-			1,374
Additions to property, plant and equipment		(4,385	)		(9,404	)
Net cash used by investing activities		(4,383	)		(8,030	)

Cash flows from financing activities:
Payment of senior notes payable		-			(17,491	)
Payments relating to capital lease obligation		(24	)		(28	)
Proceeds from revolving line of credit		136,150			130,300
Payments of revolving line of credit		(104,000	)		(119,600	)
Payments of State of Ohio loans		(620	)		(601	)
Proceeds from municipal debt		300			-
Due from Parent		(1,729	)		9,888
Decrease in cash overdraft		(4,635	)		(564	)
Net cash provided by financing activities		25,442			1,904

Effect of foreign exchange rate changes on cash and cash equivalents		(7	)		14
Change in cash and cash equivalents		(3,891	)		1,228
Cash and cash equivalents at beginning of period		7,241			3,772
Cash and cash equivalents at end of period	$	3,350		$	5,000

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

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK,
ACCUMULATED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED
(unaudited)
(dollars in thousands, except share data)


	Redeemable Common Stock
	Shares Outstanding		Amount		Accumulated Deficit			Accumulated Other Comprehensive Loss

Balance, December 31, 2011	9,212,808		$	97,615	$	(150,193)		$	(137,359)

Comprehensive loss:
Net loss	-			-		(113,564)			-
Other comprehensive loss	-			-		-			(1,025)
Issuance of redeemable common stock	218,748			3,352		-			-
Redemption of redeemable common stock	(526,234	)		(8,559)		-			-
Accretion of redeemable common stock	-			(2,563)		2,563			-

Balance, July 1, 2012	8,905,322		$	89,845	$	(261,194		$	(138,384)

Balance, January 1, 2011	9,713,212		$	110,045	$	(153,765)		$	(92,271)

Comprehensive loss:
Net loss	-			-		(8,478)			-
Other comprehensive income	-			-		-	��		111
Issuance of redeemable common stock	208,340			2,674		-			-
Redemption of redeemable common stock	(560,913	)		(7,349)		-			-
Accretion of redeemable common stock	-			(2,846)		2,846			-
Balance, July 3, 2011	9,360,639		$	102,524	$	(159,397)		$	(92,160)

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

APPLETON PAPERS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY FOR THE SIX MONTHS ENDED (unaudited) (dollars in thousands, except share data)
	Common Stock
	Shares Outstanding		Amount			Paid-in Capital	Due from Parent	Accumulated Deficit			Accumulated Other Comprehensive Loss

Balance, December 31, 2011		100	$	10,500	$	623,305	$ (229,100)	$	(457,295	)	$	(137,359	)

Comprehensive loss:
Net loss		-		-		-	-		(113,564	)		-
Other comprehensive loss		-		-		-	-		-			(1,025	)
Change in due from parent		-		-		-	(5,207)		-			-
Balance, July 1, 2012		100	$	10,500	$	623,305	$ (234,307)	$	(570,859	)	$	(138,384	)

Balance, January 1, 2011		100	$	10,500	$	623,305	$ (222,354)	$	(455,183	)	$	(92,271	)

Comprehensive loss:
Net loss		-		-		-	-		(8,478	)		-
Other comprehensive income		-		-		-	-		-			111
Change in due from parent		-		-		-	(4,675)		-			-
Balance, July 3, 2011		100	$	10,500	$	623,305	$ (227,029)	$	(463,661	)	$	(92,160	)

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

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

In the opinion of management, all adjustments necessary for the fair statement of comprehensive loss for the three and six months ended July 1, 2012 and July 3, 2011, the cash flows for the six months ended July 1, 2012 and July 3, 2011 and financial position at July 1, 2012 and December 31, 2011 have been made. All adjustments made were of a normal recurring nature.

These condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes of Paperweight Development Corp. (“PDC”) and its 100%-owned subsidiaries (collectively the “Company”) , which includes the consolidated financial statements of Appleton Papers Inc. and its 100%-owned subsidiaries (collectively “Appleton”) for each of the three years in the period ended December 31, 2011, which are included in the annual report on Form 10-K for the year ended December 31, 2011. The consolidated balance sheet data as of December 31, 2011, contained within these condensed financial statements, was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

2. RESTRUCTURING AND OTHER RELATED COSTS

On February 22, 2012, the Company entered into a long-term supply agreement for the purchase of carbonless and thermal base paper to be coated at the Company’s converting facilities. Under the terms of the agreement, the supplier will be the exclusive supplier of certain thermal and carbonless base paper used by the Company. The term of the agreement is 15 years and includes successive five-year renewal terms unless either party gives notice of non-renewal.

In connection with its approval of this supply agreement, the Company’s Board of Directors authorized a plan for the Company to dispose of papermaking assets at its West Carrollton, Ohio paper mill and move more carbonless coating to the Company’s converting plant in Appleton, Wisconsin. As a result, approximately 335 jobs will be eliminated at the West Carrollton mill and approximately 50 jobs added at the Appleton facility. As of the end of second quarter 2012, headcount at West Carrollton has been reduced by approximately 285 with the remaining reductions to take place during third quarter. As anticipated, headcount at the Appleton facility increased by approximately 50. Thermal coating operations at the West Carrollton facility will continue to operate. During the three and six months ended July 1, 2012, the Company recorded restructuring expense and other related costs totaling $39.0 million and $100.4 million, respectively. These include the following (dollars in thousands):

	For the Three		For the Six		Location on
	Months Ended		Months Ended		Statement of
	July 1, 2012		July 1, 2012		Comprehensive Loss

Employee termination benefits	$	95	$	25,531	Restructuring
Decommissioning expense		941		941	Restructuring
Accelerated depreciation		36,873		62,253	Cost of sales
Revaluation of inventory		1,117		11,078	Cost of sales
Loss on disposal of fixed assets		-		572	Cost of sales
	$	39,026	$	100,375

Of the costs recorded during second quarter 2012, $21.5 million were allocated to the carbonless papers segment and $17.5 million were allocated to the thermal papers segment. Of the costs recorded during the first six months of 2012, $55.2 million were allocated to the carbonless papers segment and $45.2 million were allocated to the thermal papers segment.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The table below summarizes the components of the restructuring reserve included in the Condensed Consolidated Balance Sheet as of July 1, 2012.

	December 31, 2011		2012 Additions		2012			July 1, 2012
	Reserve		to Reserve		Utilization			Reserve

Exit costs – equipment decommissioning	$	-	$	941	$	(941	)	$	-
Employee termination benefits - short-term		-		7,531		(1,171	)		6,360
Employee termination benefits - long-term		-		18,000		-			18,000
	$	-	$	26,472	$	(2,112	)	$	24,360

Employee termination benefits include severance as well as related benefits and pension costs. At July 1, 2012, $6.4 million is included in current liabilities and $18.0 million is included in other long-term liabilities. During the remainder of 2012, the Company expects to incur additional charges for employee termination costs and other exit costs of approximately $2 million, of which, approximately $1 million will be allocated to both the carbonless papers and thermal papers segments. Cash in the range of approximately $42 million to $45 million is anticipated to be paid over the next five years.

During second quarter 2012, papermaking equipment was decommissioned and, by year-end 2012, certain real estate used in the papermaking operations will be abandoned. As a result, accelerated depreciation of $36.9 million and $62.2 million was recorded for the three and six months ended July 1, 2012, respectively. Related to the decommissioning of papermaking assets, stores and spare parts inventories were revalued to lower of cost or market and resulted in a write-down of $1.1 million and $11.1 million for the three and six months ended July 1, 2012, respectively. Construction in progress of $0.6 million was also written off during first quarter. These were all noncash charges. During the remainder of 2012, the Company expects to incur additional noncash charges related to the decommissioning of papermaking assets of approximately $6 million, consisting primarily of accelerated depreciation. Of these noncash charges, approximately $3 million will be allocated to both the carbonless papers and thermal papers segment.

3. OTHER INTANGIBLE ASSETS

The Company reviews the carrying value of intangible assets with indefinite lives for impairment annually or more frequently if events or changes in circumstances indicate that an asset might be impaired.

The Company’s intangible assets consist of the following (dollars in thousands):

	As of July 1, 2012				As of December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizable intangible assets:
Trademarks	$	44,665	$	25,226	$	44,665	$	24,177
Patents		8,117		8,117		10,071		10,071
Customer relationships		5,365		2,687		5,365		2,593
Subtotal		58,147	$	36,030		60,101	$	36,841
Unamortizable intangible assets:
Trademarks		22,865				22,865
Total	$	81,012			$	82,966

Of the $81.0 million of acquired intangible assets, $67.5 million was assigned to registered trademarks. Trademarks of $44.6 million related to carbonless paper are being amortized over their useful life of 20 years, while the remaining $22.9 million are considered to have an indefinite life and are not subject to amortization. Customer relationships are being amortized over their estimated useful lives of 25 years.

Amortization expense for the three and six months ended July 1, 2012 was $0.5 million and $1.1 million, respectively. Amortization expense for the three and six months ended July 3, 2011 was $0.6 million and $1.2 million respectively.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

4. INVENTORIES

Inventories consist of the following (dollars in thousands):

	July 1, 2012		December 31, 2011
Finished goods	$	51,537	$	42,538
Raw materials, work in process and supplies		57,997		59,989
	$	109,534	$	102,527

Stores and spare parts inventory balances of $15.4 million and $25.5 million at July 1, 2012 and December 31, 2011, respectively, are valued at average cost and are included in raw materials, work in process and supplies. All other inventories are valued using the first-in, first-out (“FIFO”) method.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment balances consist of the following (dollars in thousands):

	July 1, 2012			December 31, 2011
Land and improvements	$	9,630		$	9,279
Buildings and improvements		133,523			133,042
Machinery and equipment		659,211			657,310
Software		33,511			33,349
Capital lease		165			165
Construction in progress		6,407			5,505
		842,447			838,650
Accumulated depreciation		(594,365	)		(513,985	)
	$	248,082		$	324,665

Depreciation expense for the three and six months ended July 1, 2012 and July 3, 2011 consists of the following (dollars in thousands):

	For the Three		For the Three		For the Six		For the Six
	Months Ended		Months Ended		Months Ended		Months Ended
Depreciation Expense	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
Cost of sales	$	45,674	$	10,272	$	80,123	$	20,697
Selling, general and administrative expenses		693		1,127		1,385		2,253
	$	46,367	$	11,399	$	81,508	$	22,950

Included in the depreciation expense above for the three and six months ended July 1, 2012, the Company recorded $36.9 million and $62.2 million of accelerated depreciation related to the decommissioning of papermaking assets at the West Carrollton, Ohio mill, respectively. These amounts are included in cost of sales on the Company’s Condensed Consolidated Statement of Comprehensive Loss for the three months and six months ended July 1, 2012 and in accumulated depreciation as presented above.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

6. OTHER CURRENT AND NONCURRENT ASSETS

Other current assets consist of the following (dollars in thousands):

	July 1, 2012		December 31, 2011
Environmental indemnification receivable	$	42,522	$	46,000
Environmental expense insurance recovery		2,972		2,960
Other		4,421		5,764
	$	49,915	$	54,724

The environmental indemnification receivables of $42.5 million and $46.0 million, noted above for the periods ended July 1, 2012 and December 31, 2011, respectively, represent an indemnification receivable from Arjo Wiggins Appleton Ltd, now known as Windward Prospects Ltd (“AWA”), as recorded on the Condensed Consolidated Balance Sheet of Paperweight Development Corp. and Subsidiaries and an indemnification receivable from PDC as recorded on the Condensed Consolidated Balance Sheet of Appleton Papers Inc. and Subsidiaries.

Other noncurrent assets for Paperweight Development Corp. and Subsidiaries consist of the following (dollars in thousands):

	July 1, 2012		December 31, 2011
Deferred debt issuance costs	$	9,089	$	10,381
Other		5,009		5,916
	$	14,098	$	16,297

Other noncurrent assets for Appleton Papers Inc. and Subsidiaries consist of the following (dollars in thousands):

	July 1, 2012		December 31, 2011
Deferred debt issuance costs	$	9,089	$	10,381
Other		4,997		5,904
	$	14,086	$	16,285

7. OTHER ACCRUED LIABILITIES

Other accrued liabilities, as presented in the current liabilities section of the balance sheet, consist of the following (dollars in thousands):

	July 1, 2012		December 31, 2011
Compensation	$	9,034	$	9,966
Trade discounts		14,564		15,277
Workers’ compensation		5,067		5,090
Accrued insurance		1,716		2,153
Other accrued taxes		1,503		1,181
Postretirement benefits other than pension		3,218		3,218
Fox River Liabilities		42,522		46,000
Litigation settlement		-		750
Restructuring reserve		6,360		-
Other		8,930		7,792
	$	92,914	$	91,427

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

8. NEW ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, "Presentation of Comprehensive Income." It provides updated guidance related to the presentation of other comprehensive income, offering two alternatives for presentation, including (a) a single continuous statement of comprehensive income or (b) two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” It defers the requirement to present reclassification adjustments and the effect of those reclassification adjustments on the face of the financial statements where net income is presented, by component of net income, and on the face of the financial statements where other comprehensive income is presented, by component of other comprehensive income, for both interim and annual reporting periods. ASU 2011-05 and ASU 2011-12 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As required, the Company adopted this guidance during first quarter 2012 and the necessary presentation is included in its condensed consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs," which amends ASC 820. This updated guidance relates to fair value measurements and disclosures, including (a) the application of the highest and best use valuation premise concepts, (b) measuring the fair value of an instrument classified in a reporting entity's stockholders' equity and (c) quantitative information required for fair value measurements categorized within Level 3. Additionally, disclosure requirements have been expanded to include additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. ASU 2011-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As required, the Company adopted this guidance during first quarter 2012. Any required disclosures are included in Note 14, Derivative Instruments and Hedging Activities and Note 16, Fair Value of Financial Instruments.

9. EMPLOYEE BENEFITS

The Company has various defined benefit pension plans and defined contribution pension plans. This includes a Supplemental Executive Retirement Plan (“SERP”) to provide retirement benefits for management and other highly compensated employees whose benefits are reduced by the tax-qualified plan limitations of the pension plan for eligible salaried employees. Effective March 1, 2011, for those non-union employees not already participating in the Retirement Contribution benefit under the Appleton Papers Inc. Retirement Savings and Employee Stock Ownership Plan (the “KSOP”), plan benefits accrued under the Appleton Papers Inc. Retirement Plan (the “Plan”) were frozen.

The components of net periodic pension cost associated with the defined benefit pension plans include the following (dollars in thousands):

Pension Benefits	For the Three Months Ended July 1, 2012			For the Three Months Ended July 3, 2011			For the Six Months Ended July 1, 2012			For the Six Months Ended July 3, 2011
Net periodic benefit cost
Service cost	$	1,003		$	1,026		$	2,006		$	2,053
Interest cost		4,824			4,955			9,648			9,909
Expected return on plan assets		(5,689	)		(5,603	)		(11,378	)		(11,206	)
Amortization of prior service cost		121			121			243			243
Amortization of actuarial loss		2,278			1,114			4,557			2,227
Net periodic benefit cost	$	2,537		$	1,613		$	5,076		$	3,226

The Company expects to contribute $25 million to its defined benefit pension plan in 2012. The Company contributed $17.0 million to this pension plan during first half 2012.

The "Moving Ahead for Progress in the 21st Century Act" was signed into law on July 6, 2012. The Company is currently evaluating the impact this law will have on its pension plan; however, it will not be able to estimate the impact of this legislation until the U.S. Treasury Department releases supporting regulations, which is expected in third quarter 2012.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

10. POSTRETIREMENT BENEFIT PLANS OTHER THAN PENSIONS

The Company has defined postretirement benefit plans that provide medical, dental and life insurance for certain retirees and eligible dependents. Beginning in 2012, the Company’s contribution for certain salaried retirees and eligible dependents is capped at $200 per person per month until December 31, 2020, or until Medicare-eligible, whichever comes first. In addition, those Medicare-eligible salaried retirees, spouses and surviving spouses who currently receive benefits from the Company, beginning in 2012, will receive $100 per month to be used toward individual insurance coverage or other medical-related expenses.

Due to a significant reduction in the represented manufacturing workforce, resulting from the ceasing of papermaking operations at the West Carrollton, Ohio mill, the Company recorded a curtailment gain of $3.7 million in second quarter 2012. The components of other postretirement benefit cost include the following (dollars in thousands):

Other Postretirement Benefits	For the Three Months Ended July 1, 2012			For the Three Months Ended July 3, 2011			For the Six Months Ended July 1, 2012			For the Six Months Ended July 3, 2011
Net periodic benefit cost
Service cost	$	118		$	140		$	236		$	280
Interest cost		507			651			1,014			1,302
Amortization of prior service credit		(788	)		(690	)		(1,576	)		(1,380	)
Amortization of actuarial loss		122			157			245			314
Curtailment gain		(3,726	)		-			(3,726	)		-
Net periodic benefit (credit) cost	$	(3,767	)	$	258		$	(3,807	)	$	516

11. LONG-TERM INCENTIVE COMPENSATION

In December 2001, the Company adopted the Appleton Papers Inc. Long-Term Incentive Plan (“LTIP”). Effective January 3, 2010, the Company adopted a long-term restricted stock unit plan ("RSU"). These plans, in accordance with the specific terms of each plan, provide key management employees, who are in a position to make a significant contribution to the growth and profitability of the Company, the opportunity to be rewarded for performance that aligns with long-term shareholder interests. Both plans utilize phantom units. The value of a unit in the LTIP is based on the change in the fair market value of PDC’s common stock under the terms of the employee stock ownership plan (the “ESOP”) between the grant date and the exercise date. All units granted under the LTIP may be exercised after three full years. Units expire ten years after the grant date. The value of a unit in the RSU is based on the value of PDC common stock, as determined by the ESOP trustee. All RSUs vest three years after the award date and are paid at vesting. The cash payment upon vesting is equal to the value of one share of PDC common stock at the most recent valuation date times the number of units granted. RSU units can be deferred to the Non-Qualified Excess Plan if the recipient so elects shortly after the units have been granted. All units under both the LTIP and RSU plans will vest immediately, and cash payment will be made, upon a change in control as defined in the plans. Beginning in 2009, recipients were required to enter into a non-compete and non-solicitation agreement in order to receive units which, if violated following the receipt of units, results in forfeiture of any and all rights to receive payment relating to the units.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The Compensation Committee of the board establishes the number of units granted each year under these plans in accordance with the Compensation Committee’s stated goals and policies. The Compensation Committee has the discretion to use either, or both, plan(s) as appropriate to attract, motivate and retain key management employees while managing the expense to the Company. In 2011, all units were granted under the LTIP. In 2012, units were granted under both plans. The units were valued at the most recent PDC stock price as determined by the semi-annual ESOP valuation. As of July 1, 2012, the fair market value of one share of PDC common stock was $18.80. During 2012, 115,500 additional units were granted under the RSU plan. Due to terminations of employment, 18,000, 10,500 and 7,500 unvested units were forfeited during 2012, 2011 and 2010, respectively. A balance of 292,500 RSU units remains as of July 1, 2012. Approximately $1.0 million and $1.2 million of expense, related to this plan, was recorded during the three- and six-month periods ended July 1, 2012. Approximately $0.3 million and $0.5 million of expense, related to this plan, was recorded during the three- and six-month periods ended July 3, 2011. During 2012, 281,000 additional units were granted under the LTIP plan. Approximately $1.6 million and $1.7 million of expense, related to this plan, was recorded during the three- and six-month periods ended July 1, 2012. Approximately $0.2 million of expense was recorded during the three and six months ended July 3, 2011.

Beginning in 2006, the Company established a nonqualified deferred compensation agreement with each of its non-employee directors. Deferred compensation is in the form of phantom units and is earned over the course of six-month calendar periods of service beginning January 1 and July 1. The number of units to be earned is calculated using the established dollar value of the compensation divided by the fair market value of one share of PDC common stock as determined by the semi-annual ESOP valuation. This deferred compensation vests coincidental with the board member’s continued service on the board. Upon cessation of service as a director, the deferred compensation will be paid in five equal annual cash installments. Approximately $0.2 million and $0.1 million was recorded as expense, related to this plan, for each of the three-month periods ended July 1, 2012 and July 3, 2011, respectively. Approximately $0.3 million and $0.2 million was recorded as expense, related to this plan, for each of the six-month periods ended July 1, 2012 and July 3, 2011, respectively.

12. COMMITMENTS AND CONTINGENCIES

Lower Fox River

Appleton Removed as a Potentially Responsible Party (“PRP”). On April 10, 2012, the United States District Court for the Eastern District of Wisconsin granted Appleton’s motion for summary judgment and dismissed all claims against Appleton in the enforcement action. The decision establishes that Appleton is no longer a PRP, no longer liable under the federal Comprehensive Environmental Response, Compensation, and Liability Act, (“CERCLA” or “Superfund”), no longer considered a legal successor to NCR’s liabilities, and no longer required to comply with the 106 Order commanding remediation of the Lower Fox River. In addition, on July 3, 2012, the United States District Court for the Eastern District of Wisconsin determined that Appleton Coated Paper Company and NCR did not arrange for the disposal of hazardous waste within the meaning of CERCLA.

The rulings do not affect Appleton’s rights or obligations to share defense and liability costs with NCR in accordance with the terms of a 1998 agreement and a 2006 arbitration determination (“the Arbitration”) arising out of Appleton’s acquisition of assets from NCR in 1978 while it was a subsidiary of B.A.T Industries Limited (“BAT”). Appleton and BAT have joint and several liability under the Arbitration. The current carrying amount of Appleton’s liability under the Arbitration is $42.5 million which represents Appleton’s best estimate of amounts to be paid during the next twelve months. On June 8, 2012, BAT served AWA with a claim filed in a United Kingdom court, seeking a declaration that BAT is indemnified by AWA from and against any losses relating to the Lower Fox River. On June 26, 2012, BAT served Appleton with the same claim, seeking a declaration that BAT is indemnified by Appleton. Appleton intends to vigorously defend against this claim.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

Prior to the ruling in the above enforcement action, the United States Environmental Protection Agency (“EPA”) and Wisconsin Department of Natural Resources (“DNR”) claimed Appleton was a PRP with respect to historic discharges of polychlorinated biphenyls (“PCBs”) into the Lower Fox River in Wisconsin. Carbonless paper containing PCBs was manufactured at what is currently the Appleton plant from 1954 until 1971. During this period, wastewater containing PCBs was discharged into the Lower Fox River from a publicly-owned treatment works, from the Appleton plant, the Combined Locks, Wisconsin paper mill and from other local industrial facilities. Wastewater from the Appleton plant was processed through the publicly-owned treatment works. Appleton purchased the Appleton plant and the Combined Locks, Wisconsin paper mill from NCR in 1978, long after the use of PCBs in the manufacturing process was discontinued. The EPA issued an administrative order in November 2007, directing the PRPs to implement the remedial action of the Fox River pursuant to which certain of the PRPs commenced remediation in 2008. The various PRPs, including NCR, the EPA and the DNR continue to contest the scope, extent and costs of the remediation as well as the appropriate bases for determining the parties’ relative shares of the remediation cost.

The rulings also do not affect either of the two indemnification agreements entered in 2001 wherein AWA agreed to indemnify PDC and PDC agreed to indemnify Appleton for costs, expenses and liabilities related to certain governmental and third-party environmental claims (including certain claims under the Arbitration), which are defined in the agreements as the Fox River Liabilities. Appleton has recorded a $42.5 million environmental indemnification receivable as of July 1, 2012.

Estimates of Liability. Appleton cannot estimate reasonably possible losses in excess of amounts accrued due to uncertainties regarding the scope and cost of implementing the final remediation plan, the scope of restoration and final valuation of natural resource damage (“NRD”) assessments, the evolving nature of remediation and restoration technologies and governmental policies, NCR’s share of liability relative to other PRPs and the extent of BAT’s performance under the Arbitration. Appleton believes NCR has paid more than its estimated share of the liability based on the assumptions below. Interim legal determinations may periodically obligate NCR (and BAT and Appleton pursuant to the Arbitration award) to fund portions of the cleanup costs to extents greater than NCR’s share as finally determined, and in such instances, Appleton may reserve additional amounts (including appropriate reimbursement under its indemnification agreements as discussed below).

The following assumptions were used in evaluating Appleton’s Arbitration liability:

•	As of December 31, 2011, NCR has recorded an estimated liability of $160 million representing its portion of defense and liability costs with respect to the Lower Fox River;

•	Technical analyses contending that discharges from NCR’s former assets represent 8% to 10% of the total PCBs discharged by the PRPs;

•	Appleton’s and BAT’s joint and several responsibility for over half of the claims asserted against NCR and Appleton, based on the Arbitration;

•	Based on legal analyses and ongoing reviews of publicly-available financial information, Appleton believes that other PRPs will be required, and have adequate financial resources, to pay their respective shares of the remediation and NRD claims for the Lower Fox River; and

•	legal fees and other expenses.

Appleton believes its recorded liability reflects its best estimate of expected payments during 2012 under the Arbitration Agreement, including the expanded activity expected to result from the April 2012 preliminary injunction granted by the court requiring NCR to fund certain remediation in 2012. The court’s decision on the April 2012 preliminary injunction was upheld by the 7th Circuit Court of Appeals. Appleton believes NCR has paid more than its estimated share of the liability, as described above, and therefore cannot estimate reasonably possible payments beyond 2012 under the Arbitration Agreement with NCR.

AWA Indemnification. Pursuant to two indemnification agreements entered in 2001, AWA agreed to indemnify PDC and PDC agreed to indemnify Appleton for costs, expenses and liabilities related to certain governmental and third-party environmental claims, which are defined in the agreements as the Fox River Liabilities.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

Under the indemnification agreements, Appleton is indemnified for the first $75 million of Fox River Liabilities and for amounts in excess of $100 million. During 2008, Appleton paid $25 million to satisfy its portion of the Fox River Liabilities not covered by the indemnification agreement with AWA. As of July 1, 2012, AWA has paid $269.8 million in connection with Fox River Liabilities. At July 1, 2012, PDC’s total indemnification receivable from AWA was $42.5 million, all of which is recorded in other current assets. In addition, at July 1, 2012, the total Appleton indemnification receivable from PDC was $42.5 million, all of which is recorded in other current assets.

In March 2008, Appleton received favorable jury verdicts in a state court declaratory judgment relating to insurance coverage of its environmental claims involving the Fox River. A final judgment and order was entered in January 2009. The insurers appealed the final judgment. In June 2010, the Wisconsin Court of Appeals upheld the final judgment. Settlements have been negotiated between the insurers and Appleton. Under the terms of the indemnification agreement, recoveries from insurance are reimbursed to AWA to the extent of its indemnification obligation. During 2010, Appleton recorded an $8.9 million receivable, representing settlements to be received in excess of amounts reimbursable to AWA, in the Consolidated Balance Sheet as of January 1, 2011. During 2011, Appleton received $6.2 million of these funds. The remaining receivable is included in other current assets of the Condensed Consolidated Balance Sheet as of July 1, 2012.

The indemnification agreements negotiated with AWA are designed to ensure that Appleton will not be required to fund any of the indemnified costs and expenses in relation to the Fox River Liabilities. This arrangement is working as designed and is expected to continue to protect Appleton with respect to the indemnified costs and expenses, based on Appleton’s review of the financial condition of AWA and estimates of Appleton’s liability. As earlier noted, Appleton’s ultimate liability pursuant to the Arbitration could prove to be significantly larger than the current carrying amount and potentially could exceed the financial capability of AWA. In the event Appleton is unable to secure payment from AWA or its former parent companies, Appleton may be liable for amounts pursuant to the Arbitration and these amounts may be material to Appleton.

West Carrollton Mill

The West Carrollton, Ohio mill operates pursuant to various state and federal permits for discharges and emissions to air and water. As a result of the de-inking of carbonless paper containing PCBs through the early 1970s, there have been releases of PCBs and volatile organic compounds into the soil in the area of the wastewater impoundments at the West Carrollton facility and low levels of PCBs have been detected in the groundwater immediately under this area. In addition, PCB contamination is present in sediment in the adjacent Great Miami River, but it is believed that this contamination is from a source other than the West Carrollton mill.

Based on investigation and delineation of PCB contamination in soil and groundwater in the area of the wastewater impoundments, the Company believes that it may be necessary to undertake remedial action in the future, although the Company is currently under no obligation to do so. The Company has not had any discussions or communications with any federal, state or local agencies or authorities regarding remedial action to address PCB contamination at the West Carrollton mill. The cost for remedial action, which could include installation of a cap, long-term pumping, treating and/or monitoring of groundwater and removal of sediment in the Great Miami River, was estimated in 2001 to range up to approximately $10.5 million, with approximately $3 million in short-term capital costs and the remainder to be incurred over a period of 30 years. However, costs could exceed this amount if additional contamination is discovered, if additional remedial action is necessary or if the remedial action costs are more than expected.

Because of the uncertainty surrounding the ultimate course of action for the West Carrollton mill property, the Great Miami River remediation and the Company’s share of these remediation costs, if any, and since the Company is currently under no obligation to undertake remedial action in the future, no provision has been recorded in its financial statements for estimated remediation costs. In conjunction with the acquisition of PDC by the ESOP in 2001, and as limited by the terms of the purchase agreement, AWA agreed to indemnify the Company for 50% of all environmental liabilities at the West Carrollton mill up to $5.0 million and 100% of all such environmental costs exceeding $5.0 million. In addition, the former owners and operators of the West Carrollton mill may be liable for all or part of the cost of remediation of historic PCB contamination.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

Other

From time to time, the Company may be subject to various demands, claims, suits or other legal proceedings arising in the ordinary course of business. A comprehensive insurance program is maintained to provide a measure of financial protection against such matters, though not all such exposures are, or can be, addressed by insurance. Estimated costs are recorded for such demands, claims, suits or proceedings of this nature when reasonably determinable. The Company has successfully defended such claims, settling some for amounts which are not material to the business and obtaining dismissals in others. While the Company will vigorously defend itself and expects to prevail in any similar cases that may be brought against it in the future, there can be no assurance that it will be successful.

Except as described above, and assuming the Company’s expectations regarding defending such demands, claims, suits or other legal or regulatory proceedings prove accurate, the Company does not believe that any pending or threatened demands, claims, suits or other legal proceedings will have, individually or in the aggregate, a materially adverse effect on its business, financial condition and results of operations or cash flows.

13. EMPLOYEE STOCK OWNERSHIP PLAN

The Company’s matching contributions charged to expense were $1.1 million and $0.8 million for the three-month periods ended July 1, 2012 and July 3, 2011, respectively. The Company’s matching contributions charged to expense were $1.8 million and $1.5 million for the six-month periods ended July 1, 2012 and July 3, 2011, respectively. As a result of hardship withdrawals, required diversifications and employee terminations, 526,234 shares of PDC redeemable common stock were repurchased during the first six months of 2012 at an aggregate price of approximately $8.6 million. During the same period, the ESOP trustee purchased 104,201 shares of PDC redeemable common stock for an aggregate price of $1.6 million using pre-tax deferrals, rollovers and loan payments made by employees, while the Company’s matching contributions for this same period resulted in an additional 114,547 shares of redeemable common stock being issued. As a result of hardship withdrawals, required diversifications and employee terminations, 560,913 shares of PDC redeemable common stock were repurchased during the first six months of 2011 at an aggregate price of approximately $7.3 million. During the same period, the ESOP trustee purchased 107,671 shares of PDC redeemable common stock for an aggregate price of $1.4 million using pre-tax deferrals, rollovers and loan payments made by employees, while the Company’s matching contributions for this same period resulted in an additional 100,669 shares of redeemable common stock being issued.

In accordance with ASC 480, “Distinguishing Liabilities from Equity,” redeemable equity securities are required to be accreted so the amount in the balance sheet reflects the estimated amount redeemable at the earliest redemption date based upon the redemption value at each period-end. Redeemable common stock is being accreted to the earliest redemption date, mandated by federal law, based upon the estimated fair market value of the redeemable common stock as of July 1, 2012. As of this date, the fair market value of one share of PDC common stock was $18.80. As a result of the impact of decreases in share price prior to year-end 2010, the Company reduced its redeemable common stock accretion by $2.6 million for the six months ended July 1, 2012. Based upon the estimated fair value of the redeemable common stock, an ultimate redemption liability of approximately $167 million has been determined. The redeemable common stock recorded book value as of July 1, 2012, was $90 million.

Due to valuations prior to year-end 2010 resulting in decreases to the stock price, redeemable common stock accretion was reduced by $2.8 million for the six months ended July 3, 2011. Based upon the estimated fair value of the redeemable common stock, an ultimate redemption liability of approximately $132 million was determined. The recorded book value of the redeemable common stock as of July 3, 2011 was $103 million.

14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company selectively uses financial instruments to manage some market risks from changes in foreign currency exchange rates or commodity prices. The fair values of all derivatives are recorded in the Condensed Consolidated Balance Sheet. The change in a derivative’s fair value is recorded each period in current earnings or accumulated other comprehensive loss, depending on whether the derivative is designated and qualifies as part of a hedge transaction and, if so, the type of hedge transaction.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The Company selectively hedges forecasted transactions that are subject to foreign currency exchange exposure by using forward exchange contracts. These instruments are designated as cash flow hedges and are recorded in the Condensed Consolidated Balance Sheet at fair value using Level 2 observable market inputs. The fair value of foreign currency forward contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward note, also deemed to be categorized as Level 2. The effective portion of the contracts’ gains or losses due to changes in fair value is initially recorded as a component of accumulated other comprehensive loss and is subsequently reclassified into earnings when the underlying transactions occur and affect earnings or if it becomes probable the forecasted transactions will not occur. These contracts are highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates. The notional amount of foreign exchange contracts used to hedge foreign currency transactions is $15.8 million as of July 1, 2012. These contracts have settlement dates extending through December 2012.

The Company selectively hedges forecasted commodity transactions that are subject to pricing fluctuations by using swap contracts to manage risks associated with market fluctuations in pulp prices. These contracts are recorded in the Condensed Consolidated Balance Sheet at fair value using Level 2 observable market inputs based on pricing published by RISI, Inc. (“RISI”) as measured on the last trading day of the accounting period and compared to the swap’s fixed price. During first quarter 2012, there were two pulp swap contracts in place. The first swap had a hedge volume of 2,000 tons of pulp and was settled in February 2012. It was not designated as a hedge, and therefore, gains or losses due to changes in fair value were recorded in current period earnings. As of July 1, 2012, the second swap contract hedges 12,000 tons of pulp with settlement dates through December 2012. It is designated as a cash flow hedge of forecasted pulp purchases, and therefore, the change in the effective portion of the fair value of the hedge is deferred in accumulated other comprehensive loss until the inventory containing the pulp is sold.

The following table presents the location and fair values of derivative instruments included in the Company’s Condensed Consolidated Balance Sheets (dollars in thousands):

Designated as a Hedge	Balance Sheet Location	July 1, 2012			December 31, 2011
Foreign currency exchange derivatives	Other current assets	$	612		$	-
Pulp fixed swap	Other current liabilities		(620	)		(760	)

Not Designated as a Hedge
Natural gas fixed swap	Other current liabilities		(350	)		(599	)
Pulp fixed swap	Other current liabilities		-			(200	)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The following table presents the location and amount of (gains) losses on derivative instruments and related hedge items included in the Company’s Condensed Consolidated Statement of Comprehensive Loss for the three and six months ended July 1, 2012 and July 3, 2011 and (gains) losses initially recognized in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheet at the period-ends presented (dollars in thousands):

Designated as a Hedge	Statement of Comprehensive Loss Location	For the Three Months Ended July 1, 2012		For the Three Months Ended July 3, 2011		For the Six Months Ended July 1, 2012		For the Six Months Ended July 3, 2011

Foreign currency exchange derivatives	Net sales	$	(987)	$	383	$	(1,583)	$	832

(Gains) losses recognized in accumulated other comprehensive loss							(1,549)		907

Pulp fixed swap	Cost of sales		197		-		394		-

Pulp fixed swap	Other (income) expense		(40)		-		72		-

Losses recognized in accumulated other comprehensive loss							558		-

Not Designated as a Hedge
Natural gas fixed swap	Cost of sales		(83)		63		268		122
Pulp fixed swap	Cost of sales		-		120		10		(205	)

For a discussion of the fair value of financial instruments, see Note 16, Fair Value of Financial Instruments.

15. LONG-TERM OBLIGATIONS

Long-term obligations, excluding the capital lease obligation, consist of the following (dollars in thousands):

	July 1, 2012			December 31, 2011
Revolving credit facility at approximately 4.5% at July 1, 2012	$	32,150		$	-
Secured variable rate industrial development bonds, 0.4% average interest rate at April 1, 2012, $2,650 due in 2013 and $6,000 due in 2027		8,650			8,650
State of Ohio assistance loan at 6%, approximately $100 due monthly and final payment due May 2017		5,705			6,185
State of Ohio loan at 1% until July 2011, then 3% until May 2019, approximately $30 due monthly and final payment due May 2019		2,143			2,283
Columbia County, Wisconsin municipal debt due December 2019		300			-
Senior subordinated notes payable at 9.75%, due June 2014		32,195			32,195
Senior secured first lien notes payable at 10.5%, due June 2015		305,000			305,000
Unamortized discount on 10.5% senior secured first lien notes payable, due June 2015		(3,771	)		(4,290	)
Second lien notes payable at 11.25%, due December 2015		161,766			161,766
		544,138			511,789
Less obligations due within one year		(1,256	)		(1,256	)
	$	542,882		$	510,533

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

During the first six months of 2012, the Company made mandatory debt repayments of $0.6 million, plus interest, on its State of Ohio loans. Year-to-date through July 1, 2012, the Company borrowed $136.2 million and repaid $104.0 million on its revolving credit facility, as amended, leaving an outstanding balance at quarter-end of $32.2 million. Approximately $18.5 million of the revolving credit facility, as amended, is used to support outstanding letters of credit. As of May 1, 2012, the revolving credit facility was amended to reduce all applicable interest rate spreads by 1.25%. The interest rate assessed on Eurodollar loans is now the Eurodollar rate plus an interest rate spread ranging from 2.0% to 2.5%, depending on defined levels of average excess availability of the credit facility. The interest rate assessed on base rate loans is now the base rate plus an interest rate spread ranging from 1.0% to 1.5%, also depending on defined levels of average excess availability.

During March 2012, the Company received the proceeds of a $0.3 million note issued to Appleton Papers Inc. by Columbia County, Wisconsin.

The first lien notes and the second lien notes, as amended, contain covenants that restrict Appleton’s ability and the ability of Appleton’s other guarantors to sell assets or merge or consolidate with or into other companies; borrow money; incur liens; pay dividends or make other distributions; make other restricted payments and investments; place restrictions on the ability of certain subsidiaries to pay dividends or other payments to Appleton; enter into sale and leaseback transactions; amend particular agreements relating to the transaction with former parent AWA and the ESOP; and enter into transactions with certain affiliates. These covenants are subject to important exceptions and qualifications set forth in the indenture governing the 11.25% second lien notes due 2015, as amended.

The senior subordinated notes, as amended, are unconditionally guaranteed by PDC and Rose Holdings Limited, subject to certain limitations.

The Company was in compliance with all debt covenants at July 1, 2012, and is forecasted to remain compliant throughout 2012. The Company’s ability to comply with the financial covenants in the future depends on achieving forecasted operating results and cash flows. The Company’s failure to comply with its covenants, or an assessment that it is likely to fail to comply with its covenants, could lead the Company to seek amendments to, or waivers of, the financial covenants. The Company cannot provide assurance that it would be able to obtain any amendments to or waivers of the covenants. In the event of non-compliance with debt covenants, if the lenders will not amend or waive the covenants, the debt would be due and the Company would need to seek alternative financing. The Company cannot provide assurance that it would be able to obtain alternative financing. If the Company were not able to secure alternative financing, this would have a material adverse impact on the Company.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount (including current portions) and estimated fair value of certain of the Company’s recorded financial instruments are as follows (dollars in thousands):

	July 1, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
Financial Instruments	Amount		Value		Amount		Value
Senior subordinated notes payable	$	32,195	$	32,356	$	32,195	$	23,341
Senior secured first lien notes payable		301,229		325,327		300,710		303,717
Second lien notes payable		161,766		171,472		161,766		147,207
Revolving credit facility		32,150		32,150		-		-
State of Ohio loans		7,848		7,877		8,468		8,530
Columbia County, Wisconsin municipal debt		300		300		-		-
Industrial development bonds		8,650		8,650		8,650		8,650
	$	544,138	$	578,132	$	511,789	$	491,445

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The senior secured first lien notes payable and the second lien notes payable are traded regularly in public markets and therefore, the fair value was determined using Level 1 inputs based on quoted market prices. The senior subordinated notes payable are not regularly traded in public markets so fair value was determined using Level 2 observable market inputs including pricing for similar debt. The fair value of the State of Ohio loans was determined using Level 2 observable market inputs including current rates for financial instruments of the same remaining maturity and similar terms. The industrial development bonds have a variable interest rate that reflects current market terms and conditions.

17. SEGMENT INFORMATION

The Company’s reportable segments are as follows: carbonless papers, thermal papers and Encapsys®. Management evaluates the performance of the segments based primarily on operating (loss) income. Items excluded from the determination of segment operating (loss) income are unallocated corporate charges, interest income, interest expense, foreign exchange loss (gain) and other (income) expense. The Company does not allocate total assets internally in assessing operating performance and does not track capital expenditures by segment. Net sales, operating (loss) income and depreciation and amortization, as determined by the Company for its reportable segments, are as follows (dollars in thousands):

	For the Three Months Ended July 1, 2012		For the Three Months Ended July 3, 2011		For the Six Months Ended July 1, 2012			For the Six Months Ended July 3, 2011
Net sales
Carbonless papers	$ 106,329		$ 116,692		$	219,876		$	235,988
Thermal papers	99,579		91,733			198,412			180,660
	205,908		208,425			418,288			416,648
Encapsys	12,865		14,018			26,194			29,494
Intersegment (A)	(4,872	)	(5,857	)		(10,951	)		(11,541	)
Total	$ 213,901		$ 216,586		$	433,531		$	434,601
Operating (loss) income
Carbonless papers	$ (14,608	)	$ 5,461		$	(41,752	)	$	15,000
Thermal papers	(8,975	)	4,664			(30,688	)		7,192
	(23,583	)	10,125			(72,440	)		22,192

Encapsys	2,920		3,218			5,063			7,150
Unallocated corporate charges	(11,125	)	(1,769	)		(13,259	)		(6,578	)
Intersegment (A)	(700	)	(838	)		(1,641	)		(1,730	)
Total	$ (32,488	)	$ 10,736		$	(82,277	)	$	21,034
Depreciation and amortization (B)
Carbonless papers	$ 25,603		$ 6,509		$	44,879		$	13,009
Thermal papers	20,577		4,596			35,982			9,192
	46,180		11,105			80,861			22,201
Encapsys	743		839			1,754			1,837
Unallocated corporate charges	16		38			36			78
Total	$ 46,939		$ 11,982		$	82,651		$	24,116

(A)	Intersegment represents the portion of the Encapsys segment financial results relating to microencapsulated products provided internally for the production of carbonless papers.

(B)	Depreciation and amortization are allocated to the reportable segments based on the amount of activity provided by departments to the respective product lines in each reportable segment.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES

AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

During the three and six months ended July 1, 2012, the Company recorded $39.0 million and $100.4 million in restructuring expense and other costs related to the ceasing of papermaking operations at the West Carrollton, Ohio mill (see Note 2, Restructuring and Other Related Costs). The operating loss of the carbonless papers segment for the three and six months ended July 1, 2012 includes $21.5 million and $55.2 million, respectively, of restructuring and other related charges and $17.5 million and $45.2 million, respectively, was allocated to the thermal papers segment. Unallocated corporate charges for the three and six months ended July 1, 2012 include $6.5 million and $6.9 million, respectively, of transaction costs for a discontinued business combination that was to take place during third quarter 2012. During the six months ended July 3, 2011, the Company recorded a $3.1 million litigation settlement within unallocated corporate charges.

Of the $39.0 million and $100.4 million of restructuring and other related charges recorded during the three and six months ended July 1, 2012, $36.9 million and $62.2 million, respectively, is related to accelerated depreciation of the papermaking assets to be decommissioned. The carbonless papers segment was charged with $20.3 million and $34.2 million of this depreciation, respectively. The thermal papers segment was charged with $16.6 million and $28.0 million of this depreciation, respectively.

18. GUARANTOR FINANCIAL INFORMATION

Appleton (the “Issuer”) has issued senior subordinated notes, as amended, which have been guaranteed by PDC (the “Parent Guarantor”), as well as by C&H Packaging Company, Inc. (prior to its December 18, 2009 sale), American Plastics Company, Inc. (prior to its July 22, 2010 sale), Rose Holdings Limited and New England Extrusion Inc. (prior to its July 22, 2010 sale), each of which was/is a 100%-owned subsidiary of Appleton (the “Subsidiary Guarantors”).

Presented below is condensed consolidating financial information for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and a 100%-owned non-guarantor subsidiary (the “Non-Guarantor Subsidiary”) as of July 1, 2012 and December 31, 2011, and for the three and six months ended July 1, 2012 and July 3, 2011. This financial information should be read in conjunction with the consolidated financial statements and other notes related thereto.

The Condensed Consolidating Statements of Comprehensive Loss for the three and six months ended July 3, 2011, reflect the correction of an error relating to interest income and expense of intercompany debt that was not appropriately classified on the corresponding balance sheet for the period ended July 3, 2011. Intercompany debt of $309.0 million was corrected from due to affiliated companies to a reduction to investment in subsidiaries on the Parent Guarantor and $309.0 million was corrected from due from parent to redeemable common stock, common stock, paid-in capital, due from parent, accumulated deficit and accumulated other comprehensive loss on the Issuer. For the three and six months ended July 3, 2011, $3.4 million and $6.8 million was removed from interest expense and loss (income) in equity investments on the Parent Guarantor, respectively, and $3.4 million and $6.8 million was removed from interest income on the Issuer, respectively. During first half 2011, cash flows used by operations and provided by financing activities were overstated on the Parent and cash flows provided by operations and used by financing activities were overstated on the Issuer by $6.8 million. These errors had no impact on the consolidated column presented in the preceding tables. Further, the errors had no impact on the combined results, cash flows or balance sheet of the Parent Guarantor, Issuer and Subsidiary Guarantors after considering eliminations.

The first lien notes and the second lien notes, as amended, place restrictions on the subsidiaries of the Issuer that would limit dividend distributions by these subsidiaries.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

JULY 1, 2012
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

ASSETS
Current assets
Cash and cash equivalents	$	-		$	2,781		$	-	$	569		$	-		$	3,350
Accounts receivable, net		-			90,097			-		5,399			-			95,496
Inventories		-			108,138			-		1,396			-			109,534
Due from parent		-			42,522			-		-			(42,522	)		-
Other current assets		42,522			7,360			-		33			-			49,915
Total current assets		42,522			250,898			-		7,397			(42,522	)		258,295

Property, plant and equipment, net		-			248,070			-		12			-			248,082
Investment in subsidiaries		(309,745	)		12,086			-		-			297,659			-
Other assets		12			58,974			-		94			-			59,080
Total assets	$	(267,211	)	$	570,028		$	-	$	7,503		$	255,137		$	565,457

LIABILITIES, REDEEMABLE COMMON STOCK, COMMON STOCK, PAID-IN CAPITAL, DUE FROM PARENT, ACCUMULATED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Current liabilities
Current portion of long-term debt	$	-		$	1,256		$	-	$	-		$	-		$	1,256
Accounts payable		-			56,016			-		58			-			56,074
Due to (from) parent and affiliated companies		42,522			6,757			-		(6,757	)		(42,522	)		-
Other accrued liabilities		-			94,001			-		2,016			-			96,017
Total current liabilities		42,522			158,030			-		(4,683	)		(42,522	)		153,347

Long-term debt		-			542,882			-		-			-			542,882
Other long-term liabilities		-			178,861			-		100			-			178,961
Redeemable common stock, common stock, paid-in capital, due from parent, accumulated deficit and accumulated other comprehensive loss		(309,733	)		(309,745	)		-		12,086			297,659			(309,733	)

Total liabilities, redeemable common stock, common stock, paid-in capital, due from parent, accumulated deficit and accumulated other comprehensive loss	$	(267,211	)	$	570,028		$	-	$	7,503		$	255,137		$	565,457

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2011
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

ASSETS
Current assets
Cash and cash equivalents	$	-		$	6,688		$	-	$	553		$	-		$	7,241
Accounts receivable, net		-			85,795			-		4,544			-			90,339
Inventories		-			101,154			-		1,373			-			102,527
Due from parent		-			46,000			-		-			(46,000	)		-
Other current assets		46,000			8,675			-		49			-			54,724
Total current assets		46,000			248,312			-		6,519			(46,000	)		254,831

Property, plant and equipment, net		-			324,651			-		14			-			324,665
Investment in subsidiaries		(189,949	)		13,713			-		-			176,236			-
Other assets		12			62,315			-		95			-			62,422
Total assets	$	(143,937	)	$	648,991		$	-	$	6,628		$	130,236		$	641,918

LIABILITIES, REDEEMABLE COMMON STOCK, COMMON STOCK, PAID-IN CAPITAL, DUE FROM PARENT, ACCUMULATED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Current liabilities
Current portion of long-term debt	$	-		$	1,256		$	-	$	-		$	-		$	1,256
Accounts payable		-			51,694			-		72			-			51,766
Due to (from) parent and affiliated companies		46,000			9,714			-		(9,714	)		(46,000	)		-
Other accrued liabilities		-			91,599			-		2,456			-			94,055
Total current liabilities		46,000			154,263			-		(7,186	)		(46,000	)		147,077

Long-term debt		-			510,533			-		-			-			510,533
Other long-term liabilities		-			174,144			-		101			-			174,245
Redeemable common stock, common stock, paid-in capital, due from parent, accumulated deficit and accumulated other comprehensive loss		(189,937	)		(189,949	)		-		13,713			176,236			(189,937	)

Total liabilities, redeemable common stock, common stock, paid-in capital, due from parent, accumulated deficit and accumulated other comprehensive loss	$	(143,937	)	$	648,991		$	-	$	6,628		$	130,236		$	641,918

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JULY 1, 2012
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

Net sales	$	-		$	434,114		$	-	$	25,556		$	(26,139	)	$	433,531
Cost of sales		-			412,231			-		26,098			(25,911	)		412,418

Gross profit (loss)		-			21,883			-		(542	)		(228	)		21,113
Selling, general and administrative expenses		-			75,887			-		1,031			-			76,918
Restructuring		-			26,472			-		-			-			26,472

Operating loss		-			(80,476	)		-		(1,573	)		(228	)		(82,277	)
Interest expense		-			30,267			-		-			(174	)		30,093
Interest income		-			(12	)		-		(174	)		174			(12	)
Loss in equity investments		113,564			1,779			-		-			(115,343	)		-
Other expense		-			1,002			-		140			(76	)		1,066

Loss before income taxes		(113,564	)		(113,512	)		-		(1,539	)		115,191			(113,424	)
Provision for income taxes		-			52			-		88			-			140

Net loss	$	(113,564	)	$	(113,564	)	$	-	$	(1,627	)	$	115,191		$	(113,564	)

Comprehensive loss	$	(114,589	)	$	(114,589	)	$	-	$	(1,627	)	$	116,216		$	(114,589	)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JULY 3, 2011
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

Net sales	$	-		$	431,465		$	-	$	25,966		$	(22,830	)	$	434,601
Cost of sales		-			344,923			-		23,348			(22,947	)		345,324

Gross profit		-			86,542			-		2,618			117			89,277
Selling, general and administrative expenses		-			64,172			-		949			-			65,121
Litigation settlement, net		-			3,122			-		-			-			3,122

Operating income		-			19,248			-		1,669			117			21,034
Interest expense		-			31,995			-		-			(162	)		31,833
Interest income		-			(74	)		-		(162	)		162			(74	)
Loss (income) in equity investments		8,478			(2,466	)		-		-			(6,012	)		-
Other income		-			(1,833	)		-		(542	)		(73	)		(2,448	)

(Loss) income before income taxes		(8,478	)		(8,374	)		-		2,373			6,202			(8,277	)
Provision for income taxes		-			104			-		97			-			201

Net (loss) income	$	(8,478	)	$	(8,478	)	$	-	$	2,276		$	6,202		$	(8,478	)

Comprehensive (loss) income	$	(8,367	)	$	(8,367	)	$	-	$	2,276		$	6,091		$	(8,367	)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JULY 1, 2012
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

Net sales	$	-		$	213,735		$	-	$	13,091		$	(12,925	)	$	213,901
Cost of sales		-			202,597			-		13,031			(12,822	)		202,806

Gross profit		-			11,138			-		60			(103	)		11,095
Selling, general and administrative expenses		-			42,014			-		533			-			42,547
Restructuring		-			1,036			-		-			-			1,036

Operating loss		-			(31,912	)		-		(473	)		(103	)		(32,488	)
Interest expense		-			15,165			-		-			(79	)		15,086
Interest income		-			-			-		(79	)		79			-
Loss in equity investments		48,870			883			-		-			(49,753	)		-
Other expense		-			880			-		449			(108	)		1,221

Loss before income taxes		(48,870	)		(48,840	)		-		(843	)		49,758			(48,795	)
Provision for income taxes		-			30			-		45			-			75

Net loss	$	(48,870	)	$	(48,870	)	$	-	$	(888	)	$	49,758		$	(48,870	)

Comprehensive loss	$	(50,325	)	$	(50,325	)	$	-	$	(888	)	$	51,213		$	(50,325	)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
AND APPLETON PAPERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JULY 3, 2011
(unaudited)
(dollars in thousands)

	Parent Guarantor			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiary			Eliminations			Consolidated

Net sales	$	-		$	215,575		$	-	$	12,262		$	(11,251	)	$	216,586
Cost of sales		-			174,293			-		10,964			(11,097	)		174,160

Gross profit		-			41,282			-		1,298			(154	)		42,426
Selling, general and administrative expenses		-			31,308			-		464			-			31,772
Litigation settlement, net		-			(82	)		-		-			-			(82	)

Operating income		-			10,056			-		834			(154	)		10,736
Interest expense		-			15,769			-		-			(86	)		15,683
Interest income		-			(37	)		-		(86	)		86			(37	)
Loss (income) in equity investments		3,281			(1,045	)		-		-			(2,236	)		-
Other income		-			(1,402	)		-		(101	)		28			(1,475	)

(Loss) income before income taxes		(3,281	)		(3,229	)		-		1,021			2,054			(3,435	)
Provision (benefit) for income taxes		-			52			-		(206	)		-			(154	)

Net (loss) income	$	(3,281	)	$	(3,281	)	$	-	$	1,227		$	2,054		$	(3,281	)

Comprehensive (loss) income	$	(2,862	)	$	(2,862	)	$	-	$	1,227		$	1,635		$	(2,862	)

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 1, 2012
(unaudited)
(dollars in thousands)
	Parent						Subsidiary		Non-Guarantor
	Guarantor			Issuer			Guarantors		Subsidiary			Eliminations			Consolidated

Cash flows from operating activities:
Net loss	$	(113,564	)	$	(113,564	)	$	-	$	(1,627	)	$	115,191		$	(113,564	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization		-			82,649			-		2			-			82,651
Other		-			14,831			-		140			-			14,971
Change in assets and liabilities, net		118,830			(5,918	)		-		(1,456	)		(115,191	)		(3,735	)
Net cash provided (used) by operating activities		5,266			(22,002	)		-		(2,941	)		-			(19,677	)
Cash flows from investing activities:
Proceeds from sale of equipment		-			2			-		-			-			2
Additions to property, plant and equipment		-			(4,385	)		-		-			-			(4,385	)

Net cash used by investing activities		-			(4,383	)		-		-			-			(4,383	)
Cash flows from financing activities:
Payments relating to capital lease obligation		-			(24	)		-		-			-			(24	)
Proceeds from revolving line of credit		-			136,150			-		-			-			136,150
Payments of revolving line of credit		-			(104,000	)		-		-			-			(104,000	)
Payments of State of Ohio loans		-			(620	)		-		-			-			(620	)
Proceeds from forgivable debt		-			300			-		-			-			300
Due to (from) parent and affiliated companies, net		1,729			(4,686	)		-		2,957			-			-
Proceeds from issuance of redeemable common stock		1,564			-			-		-			-			1,564
Payments to redeem common stock		(8,559	)		-			-		-			-			(8,559	)
Decrease in cash overdraft		-			(4,635	)		-		-			-			(4,635	)
Net cash (used) provided by financing activities		(5,266	)		22,485			-		2,957			-			20,176

Effect of foreign exchange rate changes on cash and cash equivalents		-			(7	)		-		-			-			(7	)
Change in cash and cash equivalents		-			(3,907	)		-		16			-			(3,891	)
Cash and cash equivalents at beginning of period		-			6,688			-		553			-			7,241
Cash and cash equivalents at end of period	$	-		$	2,781		$	-	$	569		$	-		$	3,350

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES AND APPLETON PAPERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 3, 2011
(unaudited)
(dollars in thousands)
	Parent						Subsidiary			Non-Guarantor
	Guarantor			Issuer			Guarantors			Subsidiary			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(8,478	)	$	(8,478	)	$	-		$	2,276		$	6,202		$	(8,478	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		-			24,114			-			2			-			24,116
Other		-			2,391			-			(542	)		-			1,849
Change in assets and liabilities, net		24,371			(12,820	)		101			258			(6,202	)		5,708
Net cash provided by operating activities		15,893			5,207			101			1,994			-			23,195
Cash flows from investing activities:
Insurance proceeds from involuntary conversion of equipment		-			1,374			-			-			-			1,374
Additions to property, plant and equipment		-			(9,390	)		-			(14	)		-			(9,404	)
Net cash used by investing activities		-			(8,016	)		-			(14	)		-			(8,030	)
Cash flows from financing activities:
Payment of senior notes payable		-			(17,491	)		-			-			-			(17,491	)
Payments relating to capital lease obligation		-			(28	)		-			-			-			(28	)
Proceeds from revolving line of credit		-			130,300			-			-			-			130,300
Payments of revolving line of credit		-			(119,600	)		-			-			-			(119,600	)
Payments of State of Ohio loans		-			(601	)		-			-			-			(601	)
Due (from) to parent and affiliated companies, net		(9,888	)		12,287			(101	)		(2,298	)		-			-
Proceeds from issuance of redeemable common stock		1,382			-			-			-			-			1,382
Payments to redeem common stock		(7,349	)		-			-			-			-			(7,349	)
Decrease in cash overdraft		-			(564	)		-			-			-			(564	)
Net cash (used) provided by financing activities		(15,855	)		4,303			(101	)		(2,298	)		-			(13,951	)
Effect of foreign exchange rate changes on cash and cash equivalents		-			14			-			-			-			14
Change in cash and cash equivalents		38			1,508			-			(318	)		-			1,228
Cash and cash equivalents at beginning of period		-			3,399			-			373			-			3,772
Cash and cash equivalents at end of period	$	38		$	4,907		$	-		$	55		$	-		$	5,000

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless stated to the contrary or the context requires otherwise, all references in this report to the Company refer to Paperweight Development Corp. (“PDC” or “Paperweight”) and its 100%-owned subsidiaries. It includes Appleton Papers Inc. and its 100%-owned subsidiaries (collectively “Appleton”).

Overview

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of PDC and Appleton for the quarter ended July 1, 2012. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes. Reference should also be made to the Annual Report on Form 10-K for the year ended December 31, 2011, the consolidated financial statements and related notes included therein.

As discussed last quarter, it was announced in February that the Company had entered into a 15-year supply agreement for the purchase of carbonless and thermal base paper to be coated at its converting facilities. Under the terms of the agreement, the supplier will be the exclusive supplier of certain thermal and carbonless base paper used by the Company. Since then, the Company has been working through this transition which included the ceasing of papermaking operations at the West Carrollton, Ohio mill. Decommissioning of the three paper machines took place in May and June and carbonless coating activity was moved to the Company’s converting plant in Appleton, Wisconsin. As of the end of second quarter, 2012 headcount at West Carrollton has been reduced by approximately 285 with the remaining reductions to take place during third quarter. The Company continues to operate its thermal coating facilities in West Carrollton and will retain approximately 110 employees. Most of the transition from in-sourced to out-sourced base paper supply is expected to be completed during fourth quarter 2012.

Strategically, these measures provide the Company with reliable access to competitively-priced, high quality base paper and reduce the Company’s exposure to unpredictable market costs for pulp and waste paper. The supply agreement has enabled the Company to close high-cost, non-integrated papermaking assets, for which, it expects to realize pretax benefits ranging from $25 million to $30 million annually. Though management believes this transition is going very well and is on schedule, year-to-date earnings were negatively impacted by employee termination benefits, accelerated depreciation taken on abandoned papermaking assets, the writedown of stores and spare parts inventories and construction in progress and decommissioning expense.

	2012
	First Quarter Actual			Second Quarter Actual		Estimated Remaining		Total
	(dollars in millions)

Employee termination benefits	$	25.5		$	0.1	$	0.9	$	26.5
Accelerated depreciation		25.3			36.9		6.0		68.2
Revaluation of inventory		10.0			1.1		-		11.1
Loss on disposal of fixed assets		0.6			-		-		0.6
Decommissioning expense		-			0.9		1.1		2.0
	$	61.4		$	39.0	$	8.0	$	108.4

Total costs for the six months ended July 1, 2012			`	$	100.4

Also to facilitate the transition to the long-term supply agreement, the Company began a planned inventory build in first quarter which continued and peaked during second quarter. This had a negative impact on current year working capital.

On May 16, 2012, the Company announced a definitive agreement under which Appleton was to engage in a business combination, valued at $675 million, with Hicks Acquisition Company II (“HACII”), a special purpose acquisition company with approximately $149.3 million of cash in trust. The combined company was to be listed on the Nasdaq exchange and would do business as Appvion. Appvion combines the words “applied” and “innovation,” reflecting the company’s successful transformation from a paper company to a business focused on coating formulations and applications and specialty chemicals. Under the terms of the proposed business combination, HACII was to invest the cash held in trust, less expenses and amounts paid for certain repurchases and redemptions of its stockholders, to acquire an equity interest in Appleton. On July 13, 2012, Appleton and HACII announced their agreement to discontinue the proposed business combination. Volatile market conditions prevented a deal from being reached that was acceptable to Appleton and HACII. Costs incurred during the second quarter of 2012 as a result of this proposed transaction totaled $6.5 million and were recorded as selling, general and administrative expense. Despite the discontinuation of the proposed transaction, the Company expects to do business as Appvion.

Financial Highlights

Second quarter 2012 net sales of $213.9 million were $2.7 million, or 1.2%, lower than second quarter 2011 net sales. Overall, second quarter shipment volumes were approximately 6% lower than the same period last year. Due to continued strong demand for the Company’s thermal paper products, this segment achieved increased net sales of over 8% on a volume increase of approximately 3%. On the other hand, second quarter 2012 net sales in the carbonless segment were over $10 million lower on reduced volumes of approximately 11% when compared to the prior year quarter. During the quarter, the Company discontinued selling carbonless papers into certain non-strategic international markets which reduced volumes by approximately 8% when compared to the prior year quarter. Second quarter 2012 Encapsys® net sales of $12.9 million were $1.2 million lower than second quarter 2011 net sales on a volume decrease of approximately 16%. Lower Encapsys sales volume was the result of continued decline in demand for carbonless paper as well as customer supply chain management and a weak global economy reducing the demand for customer products using Encapsys microencapsulation.

As a result of the cessation of papermaking operations at the West Carrollton mill, the Company recorded $39.0 million of restructuring expense and other related costs during second quarter 2012, substantially all of which is recorded in cost of sales. These costs include $1.0 million of employee termination benefits and exit costs related to the decommissioning of papermaking assets as well as $36.9 million of noncash expense for accelerated depreciation related to the decommissioning of papermaking assets. It also includes a $1.1 million noncash writedown of papermaking stores and spare parts inventories to lower of cost or market. Also, as a result of working through the transition to the 15-year base paper supply agreement, additional costs of $3.9 million were incurred during the quarter and included in cost of sales.

Second quarter 2012 selling, general and administrative expenses were $10.8 million higher than the same period last year and included $6.5 million of costs incurred as a result of the discontinued business combination transaction discussed above and a $2.1 million increase in stock-based incentive compensation.

As a result of the above, the Company recorded a net loss for second quarter 2012 of $48.9 million compared to a net loss of $3.3 million in second quarter 2011.

Comparison of Unaudited Results of Operations for the Quarters Ended July 1, 2012 and July 3, 2011

Paperweight Development Corp. and Subsidiaries and

Appleton Papers Inc. and Subsidiaries

	For the Quarter Ended
	July 1,			July 3,			Increase
	2012			2011			(Decrease)
	(dollars in millions)

Net sales	$	213.9		$	216.6			-1.2	%
Cost of sales		202.8			174.2			16.4	%

Gross profit		11.1			42.4			-73.8	%

Selling, general and administrative expenses		42.6			31.8			34.0	%
Restructuring		1.0			-			nm
Litigation settlement, net		-			(0.1	)		-100.0	%

Operating (loss) income		(32.5	)		10.7			-403.7	%

Interest expense, net		15.1			15.6			-3.2	%
Other non-operating expense (income), net		1.2			(1.5	)	180.0		%

Loss before income taxes		(48.8	)		(3.4	)	nm
Provision (benefit) for income taxes		0.1			(0.1	)		200.0	%
Net loss	$	(48.9	)	$	(3.3	)	nm
Comparison as a percentage of net sales
Cost of sales		94.8	%		80.4	%		14.4	%
Gross margin		5.2	%		19.6	%		-14.4	%
Selling, general and administrative expenses		19.9	%		14.7	%		5.2	%
Operating margin		-15.2	%		4.9	%		-20.1	%
Loss before income taxes		-22.8	%		-1.6	%		-21.2	%
Net loss		-22.9	%		-1.5	%		-21.4	%

Net sales for second quarter 2012 were $213.9 million, a decrease of $2.7 million, or 1.2%, compared to the prior year period. Overall growth within the thermal papers segment only partially offset lower shipment volumes within both the carbonless papers and Encapsys business segments.

Second quarter 2012 operating loss of $32.5 million decreased $43.2 million from second quarter 2011 operating income of $10.7 million. The second quarter 2012 operating loss includes $39.0 million of restructuring expense and other costs related to ceasing papermaking operations in West Carrollton, Ohio, substantially all of which is included in cost of sales. Noncash expense of $36.9 million for accelerated depreciation related to the decommissioning of papermaking assets as well as a $1.1 million noncash writedown of papermaking stores and spare parts inventories to lower of cost or market are included in cost of sales. Also, as a result of working through the transition to the 15-year base paper supply agreement, additional costs of $3.9 million are reported during the quarter in cost of sales. Restructuring expense includes $1.0 million of employee termination benefits and exit costs related to the decommissioning of papermaking assets. The Company’s financial results for the second quarter of 2012 were positively impacted by improved price and favorable product mix of $6.3 million. These were partially offset by reduced operating income of $1.9 million due to lower shipment volumes. Current quarter results were also reduced by the $6.5 million of business combination transaction costs as well as increased stock-based incentive compensation of $2.1 million.

A net loss of $48.9 million was recorded for the three months ended July 1, 2012. This compares to a net loss of $3.3 million recorded in second quarter 2011. The net loss for the three months ended July 1, 2012 includes $42.9 million of restructuring expense and other costs related to West Carrollton and the overall transition to the base paper supply agreement, as well as the $6.5 million of business combination transaction costs. In addition, second quarter 2012 net interest expense was $0.5 million lower than second quarter 2011. Foreign exchange losses were $1.4 million higher than the prior year period and other income was $1.3 million lower. The tax provision was higher by $0.2 million.

Comparison of Unaudited Results of Operations for the Six Months Ended July 1, 2012 and July 3, 2011

Paperweight Development Corp. and Subsidiaries and

Appleton Papers Inc. and Subsidiaries

	For the Six Months Ended
	July 1,			July 3,			Increase
	2012			2011			(Decrease)
	(dollars in millions)

Net sales	$	433.5		$	434.6			-0.3	%
Cost of sales		412.4			345.3			19.4	%

Gross profit		21.1			89.3			-76.4	%

Selling, general and administrative expenses		76.9			65.2			17.9	%
Restructuring		26.5			-			nm
Litigation settlement, net		-			3.1			-100.0	%

Operating (loss) income		(82.3	)		21.0			-491.9	%

Interest expense, net		30.1			31.7			-5.0	%
Other non-operating expense (income), net		1.0			(2.4	)	141.7		%

Loss before income taxes		(113.4	)		(8.3	)	nm
Provision for income taxes		0.2			0.2			-
Net loss	$	(113.6	)	$	(8.5	)	nm
Comparison as a percentage of net sales
Cost of sales		95.1	%		79.5	%		15.6	%
Gross margin		4.9	%		20.5	%		-15.6	%
Selling, general and administrative expenses		17.7	%		15.0	%		2.7	%
Operating margin		-19.0	%		4.8	%		-23.8	%
Loss before income taxes		-26.2	%		-1.9	%		-24.3	%
Net loss		-26.2	%		-1.9	%		-24.3	%

Net sales for the first six months of 2012 were $433.5 million, a decrease of $1.1 million, or 0.3%, compared to the first six months of 2011. Overall net sales growth of nearly 10% within the thermal papers segment, on a shipment volumes increase of approximately 5%, only partially offset lower net sales and shipment volumes within both the carbonless papers and Encapsys business segments.

An operating loss of $82.3 million was recorded for the first six months of 2012. This compared to operating income of $21.0 million during the same period last year. The first half 2012 operating loss includes $100.4 million of restructuring expense and other costs related to ceasing papermaking operations in West Carrollton, Ohio. Noncash expense of $62.2 million for accelerated depreciation related to the decommissioning of papermaking assets as well as an $11.1 million noncash writedown of papermaking stores and spare parts inventories to lower of cost or market are included in cost of sales. Year-to-date, a $0.6 million noncash write-off of construction in progress is also included in cost of sales. As a result of working through the transition to the 15-year base paper supply agreement, additional costs of $4.7 million were reported during the first half of the year in cost of sales. Restructuring expense includes $25.6 million of employee termination benefits, including severance, related benefits and pension costs and $0.9 million of decommissioning costs. Selling, general and administrative expenses include $6.9 million of business combination transaction costs as well as increased stock-based incentive compensation. Operating income for the first six months of 2011 included a $3.1 million charge for a litigation settlement. Current year operating income was positively impacted by improved price and mix of $11.8 million. This was partially offset by a $4.1 million reduction of operating income due to lower shipment volumes, $1.0 million of added costs due to mill slowbacks to match customer demand and increased raw materials and utilities costs of $1.0 million.

The Company reported a net loss of $113.6 million for the first six months of 2012 compared to a net loss of $8.5 million reported last year. The net loss for the first six months of 2012 includes $105.1 million of restructuring expense and other costs related to West Carrollton and the overall transition to the base paper supply agreement, as well as the $6.9 million of business combination transaction costs. In addition, year-to-date 2012 net interest expense was $1.6 million lower than the same period last year. Foreign exchange losses were $2.0 million higher than last year and other income was $1.4 million lower.

Business Segment Discussion

Second quarter 2012 net sales within the Company’s paper business were $205.9 million or $2.5 million lower than second quarter 2011 net sales. First half 2012 net sales within the Company’s paper business were $418.3 million or $1.6 million higher than the same period last year. A second quarter 2012 operating loss of $23.6 million compared to second quarter 2011 operating income of $10.1 million. The first half 2012 operating loss of $72.4 million compared to a first half 2011 operating income of $22.2 million. The year-on-year operating (loss) income variance was the result of the following (dollars in millions):

	For the Three			For the Six
	Months Ended			Months Ended
	July 1, 2012 v.			July 1, 2012 v.
	the Three Months			the Six Months
	Ended July 3, 2011			Ended July 3, 2011

Favorable price and mix	$	6.4		$	11.9
Favorable manufacturing operations		4.8			6.5
Restructuring		(39.0	)		(100.4	)
Domtar transition costs		(3.9	)		(4.7	)
Selling, general and administrative expense and other		(2.7	)		(3.5	)
Lower shipment volumes		(1.5	)		(2.2	)
Favorable (unfavorable ) raw material and utilities pricing		2.2			(1.0	)
Mill slowbacks to match customer demand		-			(1.2	)
	$	(33.7	)	$	(94.6	)

Carbonless Papers

•

Second quarter 2012 carbonless papers net sales totaled $106.3 million, a decrease of $10.4 million, or 8.9%, from prior year. Overall shipment volumes during second quarter 2012 were approximately 11% lower than the same period last year. The Company discontinuing the sale of carbonless papers into certain non-strategic international markets reduced second quarter 2012 carbonless volumes by approximately 8% from the same period of 2011. During the first six months of 2012, carbonless net sales totaled $219.9 million, a decrease of $16.1 million, or 6.8% from prior year. On a year-to-date basis, 2012 carbonless shipment volumes were approximately 9% lower than last year. The impact of discontinuing the sale of certain non-strategic international volumes was to reduce carbonless shipment volumes by approximately 5% year-to-date. For both the three and six months ended July 1, 2012, the negative impact of lower shipment volumes was partially offset by the benefits realized from favorable pricing.

•

Second quarter 2012 carbonless papers operating loss of $14.6 million compared to $5.5 million of operating income reported in second quarter 2011. During the first six months of 2012, an operating loss of $41.8 million was reported compared to operating income of $15.0 million for the same period in 2011. The operating losses reported for the three and six months ended July 1, 2012 include restructuring and other related costs of $21.5 million and $55.2 million, respectively.

Thermal Papers

•

Second quarter 2012 thermal papers net sales totaled $99.6 million, an increase of $7.8 million, or 8.6%, over the same prior year period. Overall shipment volumes increased over 3% when compared to second quarter 2011. Continued strong demand for tag, label and entertainment (“TLE”) products accounted for an increase in shipment volumes of over 19% which included a 32% increase in shipments to international markets. Year-to-date, TLE volumes are up almost 19% over 2011, of which, sales into the international markets are up over 40%. For the current quarter, shipment volumes of receipt paper were down approximately 11% from second quarter 2011. Year-to-date, receipt paper volumes decreased approximately 7% when compared to 2011.

•

The thermal papers segment recorded an operating loss of $9.0 million for second quarter 2012. This compared to second quarter 2011 operating income of $4.7 million. During the first six months of 2012, an operating loss of $30.7 million was reported compared to operating income of $7.2 million for the same period in 2011. The operating losses reported for the three and six months ended July 1, 2012 included restructuring and other related costs of $17.5 million and $45.2 million, respectively.

Encapsys

•

Encapsys second quarter 2012 net sales of $12.9 million were $1.2 million, or 8.2%, lower than second quarter 2011. Second quarter 2012 volumes were approximately 16% lower than the prior year quarter. Lower Encapsys sales volume was the result of continued decline in demand for carbonless paper as well as customer supply chain management and a weak global economy reducing the demand for customer products using Encapsys microencapsulation. For the first six months of 2012, Encapsys recorded net sales of $26.2 million which were $3.3 million, or 11.2%, lower than the same period last year. Shipment volumes were down approximately 16%.

•

Largely as a result of lower shipment volumes, Encapsys second quarter 2012 operating income was $2.9 million compared to $3.2 million during the same quarter of 2011. Operating income for the six months ended July 1, 2012 was $5.1 million. During the same period last year, Encapsys reported operating income of $7.2 million.

Unallocated Corporate Charges

•

Unallocated corporate charges of $11.1 million were $9.4 million higher than the prior year quarter primarily due to $6.5 million of discontinued business combination transaction costs incurred during the quarter as well as increased stock-based incentive compensation of $2.1 million. Year-to-date 2012 expense of $13.3 million was $6.7 million higher than expense recorded for the first six months of 2011 and included $6.9 million of discontinued business combination transaction costs. Unallocated corporate charges for 2011 included a $3.1 million litigation settlement.

Liquidity and Capital Resources

Overview. The Company’s primary sources of liquidity and capital resources are cash provided by operations and available borrowings under its revolving credit facility, as amended. The Company expects that cash on hand, internally-generated cash flow and available credit from its revolving credit facility, as amended, will provide the necessary funds for the reasonably foreseeable operating and recurring cash needs (e.g., working capital, debt service, other contractual obligations and capital expenditures). At July 1, 2012, the Company had $3.4 million of cash and approximately $48.4 million of unused borrowing capacity under its revolving credit facility, as amended. The revolving credit facility, as amended, had an outstanding balance of $32.2 million and net debt was $540.8 million at July 1, 2012.

Cash Flows from Operating Activities-Paperweight Development Corp. and Subsidiaries. Net cash used by operating activities during the first six months of 2012 was $19.7 million compared to $23.2 million of net cash provided during the same six-month period last year. The net loss of $113.6 million, adjusted for noncash charges, used $15.9 million in operating cash for the period. Noncash charges included $82.7 million of depreciation and amortization, an $11.1 million inventory revaluation charge, $1.8 million of noncash employer matching contributions to the KSOP and $3.4 million of other noncash charges. These noncash charges were decreased by $1.3 million of foreign currency hedging gain. An increase in working capital used $9.0 million of cash during the six-month period. A decrease in the pension liability, which included $17.0 million of pension plan contributions, resulted in a $12.2 million net use of cash. Other sources of cash were $17.4 million including an $18.0 million reserve for restructuring.

The primary component of the change in working capital was an $18.0 million increase in inventories resulting from the planned inventory build, that started during first quarter and peaked in second quarter, done to facilitate a smooth transition away from papermaking at the West Carrollton, Ohio mill and to the recently executed long-term base paper supply agreement. Inventory levels will go down significantly during the second half of the year. Accounts payable and other accrued liabilities provided a $13.2 million source of cash which included a $6.4 million restructuring reserve associated with the cessation of papermaking operations at West Carrollton, Ohio. Other components of the change in working capital were a $6.1 million increase in accounts receivable and a $1.9 million decrease in other current assets.

Cash Flows from Operating Activities-Appleton Papers Inc. and Subsidiaries. Net cash used by operating activities during the first six months of 2012 was $24.9 million. Cash provided by operating activities during the first six months of 2011 was $7.3 million. As Appleton is the primary operating subsidiary of the Company, a majority of the components of cash flows from operating activities are the same as those discussed above for Paperweight Development Corp. and Subsidiaries. Under an arbitration award with NCR, related to remediation of the Lower Fox River, Appleton agreed to share defense and liability costs with NCR and therefore the funding under this agreement is included in operating activities. This is the main driver of the additional changes in cash flows from operating activities.

Cash Flows from Investing Activities-Paperweight Development Corp and Subsidiaries and Appleton Papers Inc. and Subsidiaries. During the first six months of 2012, $4.4 million of cash was used for investing activities, all of which was for the acquisition of property, plant and equipment. This compares to $8.0 million used during the first six months of 2011, all of which was used for the acquisition of property, plant and equipment.

Cash Flows from Financing Activities-Paperweight Development Corp. and Subsidiaries. Net cash provided by financing activities during the first six months of 2012 was $20.2 million compared to $14.0 million of cash used during the prior year. During the first half of this year, the Company made mandatory debt repayments of $0.6 million, plus interest, on its State of Ohio loans. During 2012, the Company borrowed a net $32.2 million on its revolving credit facility, as amended. During March 2012, the Company received the proceeds of a $0.3 million note issued to Appleton Papers Inc. by Columbia County, Wisconsin.

First half 2012 proceeds from the issuance of PDC redeemable common stock totaled $1.6 million. The ESOP trustee purchased this stock using pre-tax deferrals, rollovers and loan payments made by employees during the first six months of 2012. Payments to redeem PDC stock were $8.6 million during this same period of 2012.

Cash overdrafts decreased $4.7 million during the first half of 2012. Cash overdrafts represent short-term obligations, in excess of deposits on hand, which have not yet cleared through the banking system. Fluctuations in the balance are a function of quarter-end payment patterns and the speed with which the payees deposit the checks.

Cash Flows from Financing Activities-Appleton Papers Inc. and Subsidiaries. Net cash provided by financing activities during the first half of 2012 was $25.4 million compared to cash provided of $1.9 million during the prior year period. As Appleton is the primary operating subsidiary of the Company, a majority of the components of cash flows from financing activities are the same as those discussed above for Paperweight Development Corp. and Subsidiaries. As Appleton is indemnified by PDC for payments made under the arbitration award with NCR, related to the remediation of the Lower Fox River, funds due from PDC are recorded as a financing activity. The main driver of the additional changes in cash flows from financing activities is due to this change in due from PDC.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, "Presentation of Comprehensive Income." It provides updated guidance related to the presentation of other comprehensive income, offering two alternatives for presentation, including (a) a single continuous statement of comprehensive income or (b) two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” It defers the requirement to present reclassification adjustments and the effect of those reclassification adjustments on the face of the financial statements where net income is presented, by component of net income, and on the face of the financial statements where other comprehensive income is presented, by component of other comprehensive income, for both interim and annual reporting periods. ASU 2011-05 and ASU 2011-12 are effective for fiscal years, and interim periods within those years, beginning after December��15, 2011. As required, the Company adopted this guidance during first quarter 2012 and the necessary presentation is included in its condensed consolidated financial statements.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

For information regarding quantitative and qualitative disclosures about market risk, see the Annual Report on Form 10-K for the year ended December 31, 2011. There have been no other material changes in the quantitative or qualitative exposure to market risk from that described in the Form 10-K.

Item 4—Controls and Procedures

Paperweight Development Corp. and Subsidiaries

Internal Controls Over Financial Reporting

There were no changes in the internal control over financial reporting of PDC as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Disclosure Controls and Procedures

PDC carried out an evaluation, under the supervision and with the participation of its management, including its respective principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as such terms are defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). PDC maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by PDC in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also designed to ensure that the information is accumulated and communicated to management, including its respective principal executive and principal financial officers, to allow timely decisions regarding required disclosures. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer of PDC have concluded that its disclosure controls and procedures are effective as of the end of the period covered by this Form 10-Q.

Appleton Papers Inc. and Subsidiaries

Internal Controls Over Financial Reporting

There were no changes in the internal control over financial reporting of Appleton as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Disclosure Controls and Procedures

Appleton carried out an evaluation, under the supervision and with the participation of its management, including its respective principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as such terms are defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Appleton maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by Appleton in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also designed to ensure that the information is accumulated and communicated to management, including its respective principal executive and principal financial officers, to allow timely decisions regarding required disclosures. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer of Appleton have concluded that its disclosure controls and procedures are effective as of the end of the period covered by this Form 10-Q.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is contained in Note 12 to the Condensed Consolidated Financial Statements contained in this report and is incorporated herein by reference.

Item 1A. Risk Factors

Other than with respect to the updated risk factors below, there have been no material changes in the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2011.

The Company is subject to substantial costs and potential liabilities relating to environmental regulation and litigation.

The Company is subject to comprehensive and frequently changing laws and regulations enacted by various federal, state and local authorities concerning the impact of the environment on human health, the limitation and control of emissions and discharges into the air, ground and waters, the quality of ambient air and bodies of water and the handling, use and disposal of specified substances. Financial responsibility for the cleanup or other remediation of contaminated property or for natural resource damages can extend to previously-owned or used properties, waterways and properties owned by unrelated companies or individuals, as well as properties currently owned and used by the Company, regardless of whether the contamination is attributable entirely to prior owners. In addition, the Company makes capital expenditures and incurs operating expenses for environmental obligations and matters arising from its daily operations.

The Company may be named as a potentially responsible party, or PRP, in the future and the associated costs may be material. The Company expects environmental laws and regulations and the interpretation and enforcement of those laws and regulations to become increasingly stringent and to further limit emission and discharge levels and to increase the likelihood and cost of environmental cleanups and related activities. All of these factors are likely to increase the Company’s operating expenses, require continuing capital expenditures and adversely affect the operating flexibility of its manufacturing operations and may require indeterminable and significant additional expenditures in connection with such compliance.

Appleton is obligated to share defense and liability costs with NCR as determined by an agreement and a 2006 arbitration determination (“the Arbitration”).

On April 10, 2012, the United States District Court for the Eastern District of Wisconsin granted Appleton’s motion for summary judgment and dismissed all claims against Appleton in the enforcement action. The decision establishes that Appleton is no longer a PRP, no longer liable under the federal Comprehensive Environmental Response, Compensation, and Liability Act, (“CERCLA” or “Superfund”), no longer considered a legal successor to NCR’s liabilities, and no longer required to comply with the 106 Order commanding remediation of the Lower Fox River. As a result of the ruling, as of April 1, 2012, Appleton eliminated its Fox River Liability and offsetting environmental indemnification receivable and recorded an Arbitration liability and an offsetting environmental indemnification receivable. In addition, on July 3, 2012, the United States District Court for the Eastern District of Wisconsin determined that Appleton Coated Paper Company and NCR did not arrange for the disposal of hazardous waste within the meaning of CERCLA.

Prior to the ruling in the above enforcement action, the United States Environmental Protection Agency (“EPA”) and Wisconsin Department of Natural Resources (“DNR”) claimed Appleton was a PRP with respect to historic discharges of polychlorinated biphenyls (“PCBs”) into the Lower Fox River in Wisconsin. Carbonless paper containing PCBs was manufactured at what is currently the Appleton plant from 1954 until 1971. During this period, wastewater containing PCBs was discharged into the Lower Fox River from a publicly-owned treatment works, from the Appleton Plant, from the Combined Locks, Wisconsin paper mill and from other local industrial facilities. Wastewater from the Appleton plant was processed through the publicly-owned treatment works. Appleton purchased the Appleton plant and the Combined Locks, Wisconsin paper mill from NCR in 1978, long after the use of PCBs in the manufacturing process was discontinued. The EPA issued an administrative order in November 2007, directing the PRPs to implement the remedial action of the Fox River pursuant to which certain of the PRPs commenced remediation in 2008. The various PRPs, including NCR, the EPA and the DNR continue to contest the scope, extent and costs of the remediation as well as the appropriate bases for determining the parties’ relative shares of the remediation cost.

The rulings also do not affect either of the two indemnification agreements entered in 2001 wherein Arjo Wiggins Appleton Ltd, now known as Windward Prospects Ltd (“AWA”), agreed to indemnify PDC and PDC agreed to indemnify Appleton for costs, expenses and liabilities related to certain governmental and third-party environmental claims (including certain claims under the Arbitration), which are defined in the agreements as the Fox River Liabilities. Appleton has recorded a $42.5 million environmental indemnification receivable as of July 1, 2012.

Appleton cannot predict the final outcomes of the various proceedings that will determine the portion of NCR’s remediation costs that it may be obligated to share under the Arbitration, nor can it anticipate that AWA will have sufficient resources to support the indemnification agreements. If the Arbitration obligation exceeds AWA’s financial capability, and BAT fails to meet its obligation under Arbitration, Appleton may experience a significant impact to its financial position.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The words “will,” “may,” “should,” “believes,” “anticipates,” “intends,” “estimates,” “expects,” “projects,” “plans,” “seek” or similar expressions are intended to identify forward-looking statements. All statements in this report other than statements of historical fact, including statements which address the Company’s strategy, future operations, future financial position, estimated revenues, projected costs, prospects, plans and objectives of management and events or developments that it expects or anticipates will occur, are forward-looking statements. All forward-looking statements speak only as of the date on which they are made. They rely on a number of assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside the Company’s control, that could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the factors listed under “Item 1A – Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2011, as well as in the Quarterly Report on Form 10-Q for the current quarter ended July 1, 2012, which factors are incorporated herein by reference and as updated above. Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, do not place undue reliance on the forward-looking statements. The Company disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 6 – Exhibits

10.1	Third Amendment to Credit Agreement, dated as of May 1, 2012, among Appleton Papers Inc., as borrower, Paperweight Development Corp., as holdings, Fifth Third Bank, as administrative agent, swing line lender and an L/C issuer, and the other lenders party thereto.

31.1	Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Appleton Papers Inc., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.

31.2	Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Appleton Papers Inc., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.

31.3	Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Paperweight Development Corp., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.

31.4	Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Paperweight Development Corp., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.

32.1	Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Appleton Papers Inc., pursuant to 18 U.S.C. Section 1350.

32.2	Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Appleton Papers Inc., pursuant to 18 U.S.C. Section 1350.

32.3	Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Paperweight Development Corp., pursuant to 18 U.S.C. Section 1350.

32.4	Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Paperweight Development Corp., pursuant to 18 U.S.C. Section 1350.

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SIGNATURES

Pursuant to the requirements 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.


	APPLETON PAPERS INC. (Registrant)

Date: August 9, 2012	/s/ Thomas J. Ferree
	Thomas J. Ferree
	Senior Vice President Finance, Chief Financial Officer and Treasurer (Signing on behalf of the Registrant and as the Principal Financial Officer)

SIGNATURES

Pursuant to the requirements 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.


	PAPERWEIGHT DEVELOPMENT CORP. (Registrant)

Date: August 9, 2012	/s/ Thomas J. Ferree
	Thomas J. Ferree
	Senior Vice President Finance, Chief Financial Officer and Treasurer (Signing on behalf of the Registrant and as the Principal Financial Officer)

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Appvion Inactive 10-Q2012 Q2 Quarterly report

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