e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2007
Or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD from to
Commission file number 1-3560
A. |
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Full title of the plan and the address of the plan, if
different from that of the issuer named below: |
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GLATFELTER 401(K) SAVINGS PLAN |
B. |
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Name of issuer of the securities held pursuant
to the plan and the address of the principal executive
office: |
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P. H. GLATFELTER COMPANY
96 SOUTH GEORGE STREET, SUITE 500
YORK, PA 17401 |
Glatfelter 401(k) Savings Plan
Financial Report
December 31, 2007
Glatfelter 401(k) Savings Plan
Table of Contents
December 31, 2007 and 2006
Report of Independent Registered Public Accounting Firm
To the Finance Committee
Glatfelter 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of the
Glatfelter 401(k) Savings Plan (Plan) as of December 31, 2007 and 2006, and the related statements
of changes in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary schedule of assets (held at end of year), as of
December 31, 2007, is presented for the purpose of additional analysis and is not a required part
of the basic financial statements, but is supplementary information required by the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplementary schedule is the responsibility of the Plans management.
The supplementary schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
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/s/Beard Miller Company LLP
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Beard Miller Company LLP
York, Pennsylvania
June 25, 2008
1
Glatfelter 401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2007 |
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2006 |
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Assets |
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Plan interest in the Glatfelter 401(k) Savings and
Profit Sharing Master Trust at fair value |
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$ |
63,609,976 |
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$ |
57,893,288 |
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Participant loans at fair value |
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1,104,848 |
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1,132,126 |
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64,714,824 |
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59,025,414 |
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Employer contributions receivable |
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1,404,128 |
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Net Assets Available for Benefits |
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$ |
64,714,824 |
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$ |
60,429,542 |
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See notes to financial statements.
2
Glatfelter 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31, |
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2007 |
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2006 |
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Investment Income |
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Net appreciation in fair value of investments |
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$ |
1,269,169 |
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$ |
2,051,627 |
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Interest and dividends |
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4,653,333 |
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4,054,997 |
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5,922,502 |
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6,106,624 |
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Interest on Participant Loans |
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83,280 |
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65,454 |
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Contributions |
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Participants |
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4,352,212 |
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3,713,554 |
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Rollovers |
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831,267 |
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5,758,770 |
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Employer |
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857,125 |
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2,409,815 |
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6,040,604 |
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11,882,139 |
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Net Transfers In |
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131,935 |
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521,513 |
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Benefits Paid to Participants |
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(7,887,536 |
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(6,112,847 |
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Administrative Expenses |
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(5,503 |
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(4,016 |
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Net Increase in Net Assets |
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4,285,282 |
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12,458,867 |
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Net Assets Available for Benefits
Beginning of Year |
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60,429,542 |
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47,970,675 |
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Net Assets Available for Benefits End of Year |
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$ |
64,714,824 |
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$ |
60,429,542 |
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See notes to financial statements.
3
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 1 Description of Plan
General The following description of the Glatfelter 401(k) Savings Plan (the Plan) provides
only general information. Participants should refer to the Plan document for a more complete
description of the Plans provisions. The Plan covers all eligible salaried and non-union hourly
employees, as defined in the Plan of P. H. Glatfelter Companys U.S. based operations including the
Glatfelter Pulp Wood Company (the Companies) who have completed a 60-day period of eligibility
service.
Participation An employee is eligible to become a participant in the Plan on the first day of
the calendar month coinciding with or next following the date eligibility requirements are met.
Contributions Each participant may contribute, through payroll deductions, up to 50% of their
compensation as defined in the Plan. The Companies will provide a matching contribution in an
amount equal to 25% of the first 6% of each participants payroll reduction contributions. Prior
to June 1, 2007, Ohio-based employees received matching contributions in an amount equal to 100% or
the first 3% of each participants payroll reduction contributions plus 50% of the next 2% of each
participants payroll reduction contributions.
For the year ended December 31, 2006, Ohio-based employees received a fixed company contribution
equal to 3% of eligible compensation. In addition, Ohio-based employees received a transition
company contribution for the year ended December 31, 2006. An Ohio-based employee was eligible to
receive this transition company contribution if they were at least 45 years of age and had
completed 10 years of service as of the last day of 2006. The transition company contribution was
determined by applying a certain percentage that was based on the length of the employees vested
service by eligible compensation. No such contributions were made for the year ended December 31,
2007.
Participants will continue to be able to contribute to the Plan a portion of or all of any profit
sharing allocations, subject to IRS mandated maximum contributions, in addition to any payroll
deduction savings and matching contributions described above. The Companies profit sharing
allocations are funded based upon the profit sharing formula defined in the respective Plan
document.
Effective January 1, 2007, the Plan was amended to allow eligible employees who have attained age
50 before the close of the Plan year to make catch-up contributions subject to limitations in the
Internal Revenue Code. Such catch-up contributions shall not be taken into account in determining
the Companys matching contributions.
Participants may allocate contributions among available investment options. All employer-matching
contributions are initially invested in the Glatfelter Stock Fund. Effective January 1, 2007, the
Plan was amended to allow participants to make an investment election at any time with respect to
their matching contribution account and that the trustee shall invest the matching contributions
account in accordance with such election. Prior to January 1, 2007, employer matching
contributions must have been in the Plan for at least twelve months before being redirected among
the other investment options at the participants discretion.
4
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 1 Description of Plan (Continued)
Participant Accounts and Vesting Payroll reduction contributions, rollover contributions,
catch-up contributions, and profit sharing deferral contributions are fully vested upon receipt by
the Plan. With the exception of Ohio-based employees, matching contributions are subject to a
graded vesting schedule through which a participant becomes fully vested after attaining five years
of service as follows:
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Years of Vesting Service |
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Vesting Percentage |
Less than 2 years |
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0 |
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2 years |
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25 |
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3 years |
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50 |
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4 years |
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75 |
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5 or more years |
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100 |
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With respect to the Ohio-based employees, matching contributions are fully vested upon receipt by
the plan and fixed company contributions and transition company contributions are fully vested
after the completion of three years of service.
Investment income and market appreciation or depreciation are allocated monthly to the participants
in the ratio that the balance in each participants account bears to the total amount of all such
account balances as of the end of the preceding month.
Forfeited balances of terminated participants non-vested accounts are used to reduce future
Company contributions.
Benefits Upon retirement, disability or death, distributions will be paid as soon as
administratively possible in a lump sum or as an annuity. Upon termination of service other than
by retirement, disability, or death, a participant will receive a lump sum payment if the total of
their vested account balance does not exceed $1,000. If the vested account balance exceeds $1,000,
but is less than $5,000, in the absence of specific participant direction, the balance shall be
distributed in a direct rollover to an IRA account of the Plan Administrators choosing, set up in
the name of the participant. If the vested account balance exceeds $5,000, the assets may be held
until the participants normal or early retirement date. However, terminated participants may
elect to receive their vested account balance as soon as administratively possible following
termination.
Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000, but in no case can a loan exceed 50% of the borrowing participants vested
account balance. Loans are secured by the balance in the participants account. Interest is
payable at a rate commensurate with local prevailing rates at the time the loan is approved. The
trustee of the Plan will determine whether the loan application is to be approved after an
evaluation of all necessary documentation regarding the creditworthiness of the applicant. Loan
terms range from one to five years, or up to 15 years if the loan is extended for the purchase of a
primary residence. At December 31, 2007 and 2006, loans outstanding amounted to $1,104,848 and
$1,132,126, respectively.
5
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 1 Description of Plan Continued
Administration:
Plan Sponsor: P. H. Glatfelter Company
Plan Administration: P. H. Glatfelter Company
Plan Trustee: Fidelity Management Trust Company
The Plan issues loans to participants which are secured by the balances in the participants
accounts.
Under the provisions of ERISA, all of the above are parties-in-interest.
The respective participant pays fees for participant loans. The Company pays all other
administrative expenses, though it is permitted for those expenses to be paid by the Plan.
All other transactions which may be considered parties-in-interest transactions relate to normal
plan management and administrative services, and the related payment of fees.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation The financial statements of the Plan are presented on the accrual basis of
accounting.
Investments The fair value of the Plans interest in the P.H. Glatfelter 401(k) Savings and
Profit Sharing Master Trust (the Master Trust) is based on the beginning of the year value of the
Plans interest in the Master Trust plus actual contributions and allocated investment income less
actual distributions and allocated administrative expenses. Quoted market prices are used to value
money market and mutual fund investments in the Master Trust. Unitized funds in the Master Trust
are valued at the net value of participation units which are generally valued by the trustee based
upon quoted market prices of the underlying assets of the unitized fund. Participant loans are
valued at their outstanding balances, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on an accrual basis. Dividends are recorded on the ex-dividend date.
The Master Trust invests in various securities including mutual funds and corporate stocks.
Investment securities in general are exposed to various risks; such are interest rates, credit and
overall market volatility. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in the value of investment securities will occur in the near
term and that such changes could materially affect the amount reported in the statement of net
assets available for Plan benefits.
Payment of Benefits Benefit payments to participants are recorded when paid.
6
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 2 Summary OF Significant Accounting Policies Continued
Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of additions and deductions during the reporting period. Actual results could differ from those
estimates.
Investment Fees - Net investment returns reflect certain fees paid by the investment funds to their
affiliated investment advisors, transfer agents, and others as further described in each fund
prospectus or other published documents. These fees are deducted prior to allocation of the funds
investment earnings activity to the Master Trust and thus are not separately identifiable as an
expense.
New Accounting Policies In September 2006, the Financial Accounting Standards Board
(the FASB) issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements. SFAS 157 establishes a single authoritative definition of fair value, sets out a
framework for measuring fair values and requires additional disclosures about fair value
measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The Plan does not believe that the adoption of SFAS 157 will have a
material impact on the Plans financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 permits companies to measure many financial
instruments and certain other assets and liabilities at fair value on an instrument by instrument
basis. SFAS 159 also establishes presentation and disclosure requirements to facilitate
comparisons between companies that select different measurement attributes for similar types of
assets and liabilities. SFAS 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Plan expects the adoption of this statement will not have a
material impact on the Plans financial statements.
7
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 3 Master Trust Information
Investments of the Plan are maintained along with the investments of Glatfelter 401(k) Savings Plan
for Hourly Employees in the P.H. Glatfelter 401(k) Savings and Profit Sharing Master Trust (the
Master Trust) managed by Fidelity Management Trust Company.
At December 31, 2007 and 2006, the Plans aggregate interest in the net assets of the Master Trust
was approximately 58% and 60%, respectively. The Plans interest in individual Master Trust
investment options varies based upon investment selections of Plan participants.
The following is a summary of information regarding the Master Trust, a portion of which is
included in the Plans trust statements prepared by Fidelity Management Trust Company, the trustee
of the Plan, and furnished to the Plan administrator.
Investment Assets Held as of:
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December 31, |
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2007 |
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2006 |
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At Fair Value as Determined by
Quoted Market Prices: |
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P. H. Glatfelter Company Stock Fund |
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$ |
9,264,914 |
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$ |
8,075,793 |
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Mutual Funds and Cash |
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99,989,486 |
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88,793,184 |
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$ |
109,254,400 |
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$ |
96,868,977 |
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Non-participant-directed investments as of December 31, 2006 consisted entirely of the P. H.
Glatfelter Company Stock Fund, as described in Note 1. The fair value of such
non-participant-directed investments as of December 31, 2006, was $1,120,842. At December 31,
2006, the Plans aggregate interest in the non-participant-directed investments was approximately
74%.
Investment income for the Master Trust for the years ended December 31, 2007 and 2006 were as
follows:
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December 31, |
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2007 |
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2006 |
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Net appreciation (depreciation) in fair value
of investments: |
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P. H. Glatfelter Company Stock Fund |
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$ |
(77,715 |
) |
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$ |
506,345 |
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Mutual Funds |
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2,034,885 |
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3,005,032 |
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Interest and dividends: |
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P. H. Glatfelter Company Stock Fund |
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204,150 |
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160,760 |
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Mutual Funds |
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7,824,429 |
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6,501,989 |
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$ |
9,985,749 |
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$ |
10,174,126 |
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8
Glatfelter 401(k) Savings Plan
Notes to Financial Statements
Note 3 Master Trust Information Continued
The Plans share of the underlying investments of the Master Trust that represent five percent or
more of the Plans net assets available for benefits are separately identified as of December 31:
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Investments |
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2007 |
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2006 |
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At Fair Value as Determined by Quoted Market Prices: |
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Mutual funds: |
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Julius Baer International Equity Fund |
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$ |
5,366,068 |
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$ |
3,595,271 |
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Fidelity Contrafund |
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10,752,074 |
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9,533,009 |
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Fidelity Intermediate Bond Fund |
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3,265,131 |
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3,246,382 |
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Fidelity Disciplined Equity Fund |
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14,233,811 |
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15,531,717 |
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Unitized Stock Fund |
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PH Glatfelter Stock Fund |
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6,331,330 |
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5,357,804 |
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Note 4 Plan Termination
While the Company has not expressed any intent to discontinue its contributions or terminate the
Plan, it is free to do so at any time in whole or in part.
Upon the complete or partial termination of the Plan, the accounts of all affected participants
become fully vested and non-forfeitable. The Employee Benefits Committee of the Board of Directors
will direct the Trustee to distribute the assets remaining in the trust fund to or for the
exclusive benefit of participants or their beneficiaries in a manner in accordance with ERISA and
the terms of the Plan document.
Note 5 Tax Status
The Plan obtained its latest determination letter on October 3, 2002, in which the Internal Revenue
Service stated that the Plan, as then designed, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since receiving the determination letter.
The Plan Administrator and advisors believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Internal Revenue Code and that the Plan is
qualified and the related trust is exempt from taxes as of the financial statement date.
Note 6 Transfers
During the Plan year ended December 31, 2007 and 2006, several participants were reclassified
between the Glatfelter 401(k) Savings Plan and Glatfelter 401(k) Savings Plan for Hourly Employees.
Accordingly, an increase of $131,935 and $521,513 is included in the accompanying statement of
changes in net assets available for benefits for the Plan year ended December 31, 2007 and 2006,
respectively.
9
Glatfelter 401(k) Savings Plan
Employer Identification Number : 23-0628360
Plan Number : 017
Schedule H Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2007
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(c) |
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Description of investment |
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(e) |
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(b) |
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including maturity date, rate of |
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(d) |
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Current |
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(a) |
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Identity of issue, borrower, lessor, or similar party |
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interest, collateral, par, or maturity value |
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Cost |
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Value |
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* |
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Participant Loans |
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5% - 10.00% |
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$ |
1,104,848 |
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Total Investments |
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$ |
1,104,848 |
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10
Pursuant to the requirements of the Securities Exchange Act of 1934, the Board of
Directors has duly caused this Annual Report to be signed by the undersigned hereunto duly
authorized.
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GLATFELTER 401(K) SAVINGS PLAN
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June 27, 2008 |
By: |
/s/
George Amoss |
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George Amoss |
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Plan Administrator |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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23.1
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Consent of Beard Miller Company LLP, Independent Registered
Public Accounting Firm |