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TMCNet:  POLYPORE INTERNATIONAL, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

[February 26, 2013]

POLYPORE INTERNATIONAL, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included in "Item 8. Financial Statements and Supplementary Data." Some of the information contained in this discussion and analysis or included elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Please see "Forward-looking Statements" for more information. You should review "Risk Factors" for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein.


Overview We are a leading global high-technology filtration company that develops, manufactures and markets specialized microporous membranes used in separation and filtration processes. In fiscal 2012, we generated total net sales of $717.4 million. We operate in two primary businesses: energy storage, which includes the transportation and industrial segment and the electronics and EDVs segment, and separations media. The transportation and industrial and separations media segments represent approximately 75% of our total net sales and operate in stable, growing markets, have high recurring revenue bases and generate strong cash flows. In the electronics and EDVs segment, we have a key presence in the more established consumer electronics market and participate in the potentially larger and developing electric drive vehicle ("EDV") and energy storage systems ("ESS") markets where lithium is the disruptive technology. As described in more detail below, the long-term growth drivers for lithium batteries are positive, but we have and may continue to experience variability in the short term as these markets emerge.

Since 2009, we have made significant investments in capacity expansion projects, all of which were funded by internally generated cash and a $49.3 million grant from the U.S. Department of Energy ("DOE"). Beginning in 2013, cash flows from operations and lower capital expenditures position us to generate significant amounts of cash. In addition, the United States Federal Trade Commission ("FTC") has ordered us to divest substantially all of the assets acquired in connection with the 2008 acquisition of Microporous Products L.P. ("Microporous"). We are pursuing our legal options and at the same time, evaluating alternatives for these assets. If we divest of all or a portion of these assets, we would intend to sell the assets at fair market value which would provide additional cash. As we transition into a period of substantial cash generation, we intend to maintain a total leverage ratio, defined in our credit agreement as the ratio of total indebtedness (total debt less cash on hand of up to $50.0 million) to adjusted EBITDA (as defined in our credit agreement and calculated in the liquidity and capital resources section), of approximately 3.0x, while also evaluating other alternatives for cash, including returning value to shareholders through share repurchases.

Energy Storage In the energy storage business, our membrane separators are a critical performance component in lithium batteries, which are primarily used in consumer electronics and EDV applications, and lead-acid batteries, which are used globally in transportation and numerous industrial applications. We believe that the long-term growth drivers for the energy storage business-growth in Asia, demand for 28 -------------------------------------------------------------------------------- Table of Contents consumer electronics and growing demand for EDVs-are positive. The energy storage business is comprised of two reportable segments.

Electronics and EDVs. Lithium batteries are the power source in a wide variety of applications, including consumer electronics applications such as notebook computers, tablets, mobile phones and cordless power tools; EDVs; and emerging applications such as ESS. Demand for lithium batteries in consumer electronics is driven by the need for increased mobility. In EDV applications, demand is driven by the need to increase fuel efficiency to meet mileage standards in many countries such as the U.S. and China, the need to reduce CO2 emissions around the world but especially in Europe due to regulations, conversion from nickel metal hydride to lithium battery technology in hybrid vehicles due to greater energy and power density, concern in developed countries and emerging markets over future access to petroleum at stable prices, smog and pollution control, and the need to address increasing transportation needs in developing economies. Since late 2009, we have expanded capacity at our existing Charlotte, North Carolina and Ochang, South Korea facilities and built a new facility in Concord, North Carolina. Equipment installation for the Concord facility is substantially complete and production has started for portions of the facility. The remaining capacity at Concord will ramp up over time as the nascent market for EDVs develops.

Although sales declined during 2012, we expect overall demand to increase in 2013 and we believe the long-term demand drivers for our products-consumer demand for mobility, regulations for fuel efficiency and CO2 emissions, conversion to lithium technology in hybrids, concerns about access to petroleum, efforts to reduce pollution, and increasing transportation needs in developing countries-remain fully intact. While consumer electronics applications have attractive long-term market growth trends, EDV and eventually ESS applications have the potential to be much larger markets. Based on industry forecasts and industry studies, unit sales of lithium batteries for EDV applications are expected to grow at a compound annual growth rate of greater than 40% over the next five years. We believe lithium battery separator growth will exceed battery unit sales growth because the trend towards larger batteries will require the use of more separator in each battery. Industry forecasts also predict EDV sales to be 5% or more of new car sales within the next five years. If 5% of new car sales were EDVs, we believe the entire lithium battery separator market would virtually double in total size. Based on our current customer base, if only a portion of these industry forecasts materialize, we believe we will completely utilize our current production capacity. We believe the electrification of the worldwide fleet of vehicles is just beginning, from hybrids to plug-ins to full battery electric vehicles, including automobiles, buses, taxis and commercial fleet vehicles. Hybrids are selling well and regulations around the world are driving development and introductions. New hybrids are coming to market and some high-separator content vehicles have just been introduced in Europe. We believe our dry process products continue to be the preferred product in large format lithium-ion batteries for EDVs and ESS. We are currently working with existing and new customers on next-generation batteries, which is important considering the long lead times required to become qualified for EDV applications. EDV and ESS are emerging market applications and are being adopted around the world in many forms. We believe the factors that influenced our decision to expand capacity remain valid, and we continue to expect significant sales growth as the EDV market develops and as ESS experiences more meaningful adoption. Although the long-term growth drivers are positive for these applications, short-term fluctuations in demand can be expected in the early stages of adoption while initial penetration rates are low. Given the high-separator content for these applications, and the potential size of these markets, small changes in end-market demand can have a significant impact on our business.

Transportation and industrial. In the lead-acid battery market, the high proportion of aftermarket replacement sales and the steady growth of the worldwide fleet of motor vehicles provide us with a growing recurring revenue base in lead-acid battery separators. Worldwide demand for lead-acid battery separators is expected to continue to grow at slightly more than annual economic growth. The Asia-Pacific region is the fastest growing market for lead-acid battery separators. Growth in this region is driven by the increasing penetration of automobile ownership, growth in industrial and manufacturing 29 -------------------------------------------------------------------------------- Table of Contents sectors, export incentives and ongoing conversion to the polyethylene-based membrane separators we produce. We are meeting growing demand in this region by investing in Asia and exporting from our U.S. and European facilities. Our investments in Asia have included completing three capacity expansions at our Prachinburi, Thailand facility, the most recent of which started production in the second quarter of 2012; acquiring battery separator manufacturing assets and subsequently expanding our operations in Bangalore, India; acquiring a production facility in Tianjin, China; establishing an Asian Technical Center in Thailand; and entering into a joint venture with a customer, Camel Group Co., Ltd. ("Camel"), to produce lead-acid battery separators in Xiangyang, China, primarily for Camel's use.

Separations Media In the separations media business, our filtration membranes and modules are used in healthcare and high-performance filtration and specialty applications.

We believe that the separations media business will continue to benefit from continued growth in demand for higher levels of purity in a growing number of applications. The separations media business is a reportable segment.

For healthcare applications, we produce membranes used in blood filtration applications for hemodialysis, blood oxygenation and plasmapheresis. Growth in demand for hemodialysis membranes is driven by the increasing worldwide population of end-stage renal disease patients. We believe that conversion to single-use dialyzers and increasing treatment frequency will result in additional dialyzer market growth. In late 2011, we completed the expansion of our PUREMA ® hemodialysis membrane production capacity to support future market growth.

For filtration and specialty applications, we produce a wide range of membranes and membrane-based elements for micro-, ultra- and nanofiltration and gasification/degasification of liquids. Micro-, ultra-and nanofiltration membrane element market growth is being driven by several factors, including end-market growth in applications such as water treatment and pharmaceutical processing, displacement of conventional filtration media by membrane filtration due to membranes' superior cost and performance attributes, and increasing purity requirements in industrial and other applications.

Critical accounting policies Critical accounting policies are those accounting policies that can have a significant impact on the presentation of our financial condition and results of operations, and that require the use of complex and subjective estimates based on past experience and management's judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.

Below are those policies that we believe are critical to the understanding of our operating results and financial condition. Management has discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors. For additional accounting policies, see Note 2 of the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data." Allowance for doubtful accounts Accounts receivable are primarily composed of amounts owed to us through our operating activities and are presented net of an allowance for doubtful accounts. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. We charge accounts receivables off against our allowance for doubtful accounts when we deem them to be uncollectible on a specific identification basis. The determination of the amount of the allowance for doubtful accounts is subject to judgment and estimated by management. If circumstances or economic conditions deteriorate, we may need to increase the allowance for doubtful accounts.

30 -------------------------------------------------------------------------------- Table of Contents Impairment of intangibles and goodwill Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill and indefinite-lived intangible assets are not amortized, but are subject to annual impairment testing unless circumstances dictate more frequent assessments. We perform our annual impairment assessment for goodwill and indefinite-lived intangibles as of the first day of the fourth quarter of each fiscal year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount.

Our reporting units are at the operating segment level. In September 2011, the FASB amended the accounting guidance on annual goodwill impairment testing to allow companies the option to assess certain qualitative factors or use the quantitative two-step goodwill impairment test. The guidance states that if a company chooses the option to assess certain qualitative factors and determines, based on the assessment of qualitative factors, that it is more likely than not that the carrying amount of a reporting unit is less than its fair value, then the first and second steps of the quantitative goodwill impairment test are unnecessary. However, if a qualitative assessment is performed and indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test must be performed at the reporting unit level.

When performing a quantitative two-step goodwill impairment test, step one compares the fair value of our reporting units to their carrying amount. The fair value of the reporting unit is determined using the income approach, corroborated by comparison to market capitalization and key multiples of comparable companies. Under the income approach, we determine fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit's carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit's assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that our estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future.

If our assumptions regarding forecasted revenue or margin growth rates of certain reporting units are not achieved or changes in strategy or market conditions occur, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

In fiscal 2012, our annual impairment test indicated that the fair value of the reporting units exceeded their respective carrying amounts by substantially more than 10%.

Pension benefits Certain assumptions are used in the calculation of the actuarial valuation of our defined benefit pension plans. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and/or liability measurement and differences between actual results and these two actuarial assumptions can materially affect our projected benefit obligation or the valuation of our plan assets. Other assumptions involve demographic factors such as retirement, expected increases in compensation, mortality and turnover.

The discount rate enables us to state expected future cash flows at a present value on the measurement date. The discount rate assumptions are based on the market 31 -------------------------------------------------------------------------------- Table of Contents rate for high quality fixed income investments. At December 29, 2012, a 1% decrease in the discount rate would increase our projected benefit obligations and the unfunded status of our pension plans by $21.0 million. The expected rates of return on our pension plans' assets are based on the asset allocation of each plan and the long-term projected return of those assets. For 2012, if the expected rate of return on pension plan assets were reduced by 1%, the result would have increased our net periodic benefit expense for fiscal 2012 by $0.1 million. At December 29, 2012, if the actual plan assets were reduced by 1%, the unfunded status of our pension plans would increase by $0.2 million.

Environmental matters Environmental obligations are accrued when such expenditures are probable and reasonably estimable. The amount of liability recorded is based on currently available information, including the progress of remedial investigations, current status of discussions with regulatory authorities regarding the method and extent of remediation, presently enacted laws and existing technology.

Accruals for estimated losses from environmental obligations are adjusted as further information develops or circumstances change. We do not currently anticipate any material loss in excess of the amounts accrued. Future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations and the availability and application of technology. Recoveries of environmental costs from other parties are recognized as assets when their receipt is deemed probable.

In connection with the acquisition of Membrana GmbH ("Membrana") in 2002, we recorded a reserve for environmental obligations. The reserve provides for costs to remediate known environmental issues and operational upgrades which are required in order for us to remain in compliance with local regulations. The initial estimate and subsequent finalization of the reserve was included in the allocation of purchase price at the date of acquisition. At December 29, 2012, the environmental reserve for the Membrana facility, which is denominated in euros, was $11.1 million. We anticipate the expenditures associated with the reserve will be made in the next twelve months.

We have indemnification agreements for certain environmental matters from Acordis A.G. ("Acordis") and Akzo Nobel N.V. ("Akzo"), the prior owners of Membrana. Akzo originally provided broad environmental protections to Acordis with the right to assign such indemnities to Acordis's successors. Akzo's indemnifications relate to conditions existing prior to December 1999, which is the date that Membrana was sold to Acordis. In addition to the Akzo indemnification, Acordis provides separate indemnification of claims incurred from December 1999 through February 2002, the acquisition date. We will receive indemnification payments under the indemnification agreements after expenditures are made against approved claims. At December 29, 2012, the amounts receivable, which are denominated in euros, under the indemnification agreements were $11.5 million.

Repairs and Maintenance Repair and maintenance costs, which include indirect labor and employee benefits associated with maintenance personnel and utility, maintenance and repair costs for equipment and facilities utilized in the manufacturing process, are treated as inventoriable costs. Repair and maintenance costs as a percent of cost of goods sold has been consistent for fiscal 2012, 2011 and 2010. Major planned maintenance activities outside of the normal production process are capitalized as property, plant and equipment if the costs are expected to provide future benefits by increasing the service potential of the asset to which the repair or maintenance applies. We have not had any major planned maintenance activities or capitalized significant repair and maintenance costs as property, plant and equipment in the last three fiscal years.

32 -------------------------------------------------------------------------------- Table of Contents Results of operations The following table sets forth, for the fiscal years indicated, certain of our historical operating data in amount and as a percentage of net sales: Fiscal Year (in millions) 2012 2011 2010 Net sales $ 717.4 $ 763.1 $ 616.6 Gross profit 263.9 322.1 246.9 Selling, general and administrative expenses 123.9 132.6 114.0 Operating income 140.0 189.5 132.9 Interest expense, net 36.0 34.4 46.7 Other 2.5 (2.0 ) (2.4 ) Income before income taxes 101.5 157.1 88.6 Income taxes 30.5 51.9 25.0 Net income $ 71.0 $ 105.2 $ 63.6 Fiscal Year (percent of sales) 2012 2011 2010 Net sales 100.0 % 100.0 % 100.0 % Gross profit 36.8 42.2 40.0 Selling, general and administrative expenses 17.3 17.4 18.4 Operating income 19.5 24.8 21.6 Interest expense, net 5.0 4.5 7.6 Other 0.4 (0.3 ) (0.4 ) Income before income taxes 14.1 20.6 14.4 Income taxes 4.2 6.8 4.1 Net income 9.9 % 13.8 % 10.3 % Fiscal 2012 compared with fiscal 2011 Net sales. Net sales for fiscal 2012 were $717.4 million, a decrease of $45.7 million, or 6.0%, from fiscal 2011, as higher sales in the transportation and industrial and separations media segments were more than offset by lower sales in the electronics and EDVs segment and the negative impact of foreign currency translation of $24.4 million.

Gross profit. Gross profit was $263.9 million, a decrease of $58.2 million, or 18.1%, from fiscal 2011. Gross profit as a percent of net sales was 36.8% for fiscal 2012 compared to 42.2% for fiscal 2011. The decrease in consolidated gross profit and gross profit margin was primarily due to lower sales, costs associated with growth investments, including non-cash depreciation expense, and costs to export lead-acid separators from U.S. and European production facilities to meet growing demand in Asia.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $8.7 million in fiscal 2012 compared to fiscal 2011, primarily due to a $13.8 million decrease in performance-based incentive compensation expense and $3.2 million lower amortization expense, partially offset by a $7.0 million increase in stock-based compensation expense. Selling, general and administrative expenses were 17.3% of consolidated net sales in fiscal 2012 and 17.4% in fiscal 2011.

33 -------------------------------------------------------------------------------- Table of Contents Segment operating income. Segment operating income, which excludes stock-based compensation and certain non-recurring and other costs, was $158.1 million, a decrease of $41.3 million, or 20.7%, from fiscal 2011. Segment operating income as a percent of net sales was 22.0% for fiscal 2012 compared to 26.1% for fiscal 2011. The decrease in segment operating income and segment operating income margin was the result of lower sales, costs associated with growth investments, including $7.5 million of additional non-cash depreciation expense, and costs to export lead-acid separators from U.S. and European production facilities to meet growing demand in Asia, partially offset by a decline in performance-based incentive compensation expense.

Interest expense. Interest expense for fiscal 2012 increased by $1.6 million from fiscal 2011, primarily resulting from a decrease in capitalized interest due to lower capital expenditures associated with capacity expansion projects.

Income taxes. Income taxes as a percentage of pre-tax income for fiscal 2012 were 30.1% compared to 33.0% for fiscal 2011. The income tax expense recorded in the financial statements fluctuates between years due to the mix of income between the U.S. and foreign jurisdictions taxed at varying rates and a variety of other factors, including state income taxes, changes in estimates of permanent differences and valuation allowances. The mix of earnings between the tax jurisdictions has the most significant impact on the effective tax rate.

Each tax jurisdiction has its own set of tax laws and tax rates, and income earned by our subsidiaries is taxed independently by these various jurisdictions. Currently, the applicable statutory income tax rates in the jurisdictions in which we operate range from 0% to 39%.

The components of our effective tax rate are as follows: Fiscal 2012 Fiscal 2011 U.S. federal statutory rate 35.0 % 35.0 % State income taxes 0.6 1.1 Mix of income in taxing jurisdictions (7.6 ) (2.7 ) Other 2.1 (0.4 ) Total effective tax rate 30.1 % 33.0 % Fiscal 2011 compared with fiscal 2010 Net sales. Net sales for fiscal 2011 were $763.1 million, an increase of $146.5 million, or 23.8%, from fiscal 2010. The increase was due to higher sales across all segments and the positive impact of foreign currency translation of $13.3 million. By segment, electronics and EDVs increased $70.0 million, transportation and industrial increased $57.2 million and separations media increased $19.3 million.

Gross profit. Gross profit was $322.1 million, an increase of $75.2 million, or 30.5%, from fiscal 2010. Gross profit as a percent of net sales was 42.2% for fiscal 2011 compared to 40.0% for fiscal 2010. The increase in consolidated gross profit and gross profit margin was primarily due to higher production volumes and production efficiencies in the electronics and EDVs segment and the transportation and industrial segment.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $18.6 million in fiscal 2011 compared to fiscal 2010, primarily due to costs associated with growth investments and higher stock-based compensation expense. Selling, general and administrative expenses were 17.4% of consolidated net sales in fiscal 2011 compared to 18.4% in fiscal 2010.

Segment operating income. Segment operating income, which excludes stock-based compensation and certain non-recurring and other costs, was $199.4 million, an increase of $62.8 million, or 46.0%, from fiscal 2010.

Segment operating income as a percent of net sales was 26.1% for fiscal 2011 compared to 22.2% for fiscal 2010. The increase in segment operating income and segment operating 34 -------------------------------------------------------------------------------- Table of Contents income margin was the result of higher production volumes and production efficiencies, offset to some extent by higher costs associated with growth investments.

Interest expense. Interest expense for fiscal 2011 decreased by $12.3 million from fiscal 2010, due to the repayment and refinancing of our senior notes in late 2010 and capitalized interest associated with capacity expansion projects in 2011.

Income taxes. Income taxes as a percentage of pre-tax income for fiscal 2011 were 33.0% compared to 28.2% for fiscal 2010. The income tax expense recorded in the financial statements fluctuates between years due to the mix of income between the U.S. and foreign jurisdictions taxed at varying rates and a variety of other factors, including state income taxes, changes in estimates of permanent differences and valuation allowances. The mix of earnings between the tax jurisdictions has the most significant impact on the effective tax rate.

Each tax jurisdiction has its own set of tax laws and tax rates, and income earned by our subsidiaries is taxed independently by these various jurisdictions. Currently, the applicable statutory income tax rates in the jurisdictions in which we operate range from 0% to 39%.

The components of our effective tax rate are as follows: Fiscal 2011 Fiscal 2010 U.S. federal statutory rate 35.0 % 35.0 % State income taxes 1.1 0.7 Mix of income in taxing jurisdictions (2.7 ) (7.7 ) Other (0.4 ) 0.2 Total effective tax rate 33.0 % 28.2 % Financial reporting segments Electronics and EDVs Fiscal 2012 compared with fiscal 2011 Net sales. Net sales for fiscal 2012 were $167.4 million, a decrease of $33.6 million, or 16.7%, from fiscal 2011. Net sales decreased because of lower volumes and the impact of customer and price/product mix. Net sales were down 7.3% due to lower volumes in both consumer electronics and EDV applications. For consumer electronics, sales volumes were lower due to weakness in end-market demand and capacity limitations in the prior year, which caused us to miss some sales qualification opportunities for devices being sold in the market today.

Consumer electronics demand is typically cyclical and economically sensitive in the short term. For EDV applications, sales volumes declined because inventory levels built up in the supply chain in 2011 were reduced in 2012 as end-market demand was less than originally premised. Net sales declined by 7.2% due to changes in customer mix, as our larger, lower-priced customers represented a larger percentage of total sales. Pricing for lithium battery separators is volume based, with higher volume customers receiving lower sales prices. Net sales declined by 2.2% due to price/product mix.

We expect overall demand for EDVs to be higher in 2013 based on customer forecasts, the recent startup of new battery and EDV production facilities, continued momentum in planned EDV launches and the impact of the prior year reduction of inventory levels in the supply chain that is not expected to repeat during 2013.

Segment operating income. Segment operating income was $47.2 million, a decrease of $43.9 million, or 48.2%, from fiscal 2011. Segment operating income as a percent of net sales was 28.2% for fiscal 2012 compared to 45.3% for fiscal 2011. The decrease in segment operating income and segment operating income margin was due to lower sales and the costs associated with growth investments.

35 -------------------------------------------------------------------------------- Table of Contents Since 2009, we have completed five separate capacity expansions and added the fixed costs required to operate the new capacity, including costs to start-up and qualify portions of the equipment and non-cash depreciation expense of $6.7 million in 2012. We completed the start-up and qualification process for a portion of the capacity at our new Concord production facility during 2012.

The final phase of new capacity at Concord will be qualified and ramped-up as demand develops. Excluding the final phase of expansion at Concord, we have total production capacity sufficient to generate approximately $400.0 million in annual lithium battery separator sales, depending on the mix of products and grades produced. During 2012, sales were $167.4 million, which is greater than 40% of our current production capacity in terms of sales.

The key driver of profitability is sales and the resulting benefit of higher production volumes. Because this is a low variable production cost business, operating income and operating income margins fluctuate primarily based on production volumes and the application of fixed costs to those production volumes. When sales volumes increase, operating income margins increase as the production cost per unit is lower due to the allocation of fixed costs to more units of production. Conversely, when sales volumes decline, operating income margins decrease as the production cost per unit is higher due to the allocation of fixed costs to less units of production. Because of this, we expect segment operating income and segment operating income margins to improve as the costs associated with our capacity expansions are allocated to more units of production as sales increase.

During the fourth quarter of 2012, we reduced headcount which will reduce operating costs by approximately $2.0 million on an annualized basis beginning in 2013. We will continue to monitor and adjust our capacity and cost structure to meet expected levels of demand.

Fiscal 2011 compared with fiscal 2010 Net sales. Net sales for fiscal 2011 were $201.0 million, an increase of $70.0 million, or 53.4%, from fiscal 2010. Net sales increased by $76.8 million due to higher volumes, offset by $6.8 million of customer mix and price/product mix. The increase in sales volume was driven primarily by growing demand for EDV applications, continued growth in consumer electronics and the benefit of new capacity from the first phase of our Charlotte, North Carolina expansion.

Pricing for lithium battery separators is volume based, with higher volume customers receiving lower sales prices. The decline in sales relating to mix and price was due to the increase in sales to larger volume customers.

Segment operating income. Segment operating income was $91.1 million, an increase of $39.7 million, or 77.2%, from fiscal 2010. Segment operating income as a percent of net sales was 45.3% for fiscal 2011 compared to 39.2% for fiscal 2010. The increase in segment operating income and segment operating income margin was due to higher production volumes and production efficiencies, offset to some extent by growth investments associated with new capacity.

Transportation and Industrial Fiscal 2012 compared with fiscal 2011 Net sales. Net sales for fiscal 2012 were $367.7 million, a decrease of $4.2 million, or 1.1%, from fiscal 2011, as growth in Asia was more than offset by the $13.0 million negative effect of foreign currency translation and economic weakness in North America and Europe. Sales in Asia, which is the fastest growing market for lead-acid separators, increased 30% in fiscal 2012.

Segment operating income. Segment operating income was $83.2 million, a decrease of $12.9 million, or 13.4%, from fiscal 2011. Segment operating income as a percent of net sales was 22.6% for fiscal 2012 compared to 25.8% for fiscal 2011. The decrease in segment operating income and segment operating income margin was due to the costs of exporting goods from our U.S. and European manufacturing facilities to Asia and costs associated with growth investments to meet growing demand in Asia.

36 -------------------------------------------------------------------------------- Table of Contents Fiscal 2011 compared with fiscal 2010 Net sales. Net sales for fiscal 2011 were $371.9 million, an increase of $57.2 million, or 18.2%, from fiscal 2010. The increase was primarily due to an increase in sales volume with strong demand across all geographic regions, higher sales prices to offset higher raw material costs and the $6.7 million positive effect of foreign currency translation.

Segment operating income. Segment operating income was $96.1 million, an increase of $17.0 million, or 21.5%, from fiscal 2010. Segment operating income as a percent of net sales was 25.8% for fiscal 2011 compared to 25.1% for fiscal 2010. The increase in segment operating income and segment operating income margin was due to higher production volumes and production efficiencies, offset to some extent by higher costs associated with growth investments. Higher raw material costs were offset with price increases.

Separations Media Fiscal 2012 compared with fiscal 2011 Net sales. Net sales for fiscal 2012 were $182.3 million, a decrease of $7.9 million, or 4.2%, from fiscal 2011, as higher sales in both healthcare and filtration and specialty products were more than offset by the $11.4 million negative effect of foreign currency translation.

Segment operating income. Segment operating income was $52.5 million, a decrease of $2.2 million, or 4.0%, from fiscal 2011. Segment operating income as a percent of net sales was 28.8% in fiscal 2012 and fiscal 2011.

Fiscal 2011 compared with fiscal 2010 Net sales. Net sales for fiscal 2011 were $190.2 million, an increase of $19.3 million, or 11.3%, from fiscal 2010, including the positive effect of foreign currency translation of $6.6 million. Healthcare sales increased by 12.1% due to growth in hemodialysis and blood oxygenation applications and foreign currency translation. Filtration and specialty product sales increased by 9.9% due to growth across all key applications and foreign currency translation.

Segment operating income. Segment operating income was $54.7 million, an increase of $4.0 million, or 7.9%, from fiscal 2010. Segment operating income as a percent of net sales was 28.8% for fiscal 2011 compared to 29.7% for fiscal 2010. The increase in segment operating income was due to higher sales, offset to some extent by higher energy costs and costs associated with our new capacity.

Corporate and other costs Corporate and other costs include costs associated with the corporate office and other costs that are not allocated to the reporting segments for segment reporting purposes, including amortization of identified intangible assets and performance-based incentive compensation.

Fiscal 2012 compared with fiscal 2011. Corporate and other costs for fiscal 2012 were $24.8 million, compared to $42.5 million for fiscal 2011. The decrease was primarily due to lower performance-based incentive compensation expense and a decline in amortization expense as certain intangible assets became fully amortized.

Fiscal 2011 compared with fiscal 2010. Corporate and other costs for fiscal 2011 were $42.5 million, compared to $44.6 million for fiscal 2010. The decrease was primarily due to lower performance-based incentive compensation expense.

37 -------------------------------------------------------------------------------- Table of Contents Foreign Operations As of December 29, 2012, we manufacture our products at 16 strategically located facilities in the United States, Europe and Asia. Net sales from the foreign locations were $467.1 million (65.1% of consolidated sales), $463.2 million (60.7% of consolidated sales) and $384.8 million (62.4% of consolidated sales) for fiscal 2012, 2011 and 2010, respectively. Pre-tax income from foreign production facilities was $77.1 million (76.0% of consolidated pre-tax income), $75.5 million (48.1% of consolidated pre-tax income) and $70.7 million (79.8% of consolidated pre-tax income) for fiscal 2012, 2011 and 2010, respectively. The fluctuation in the relationship between foreign net sales and foreign pre-tax income as a percent of consolidated amounts is due primarily to the mix of operating results between segments. The majority of sales and pre-tax income from U.S. production facilities is attributable to the electronics and EDVs segment, where we primarily produce in the U.S. for customers located in Asia. Pre-tax income in the U.S. includes corporate expenses. The majority of sales and pre-tax income from foreign production facilities is attributable to the transportation and industrial and separations media segments. In the transportation and industrial segment, we have production facilities in the U.S., Europe and Asia and generally produce in the same geographic region that we sell, though we do export some production from U.S.

and European facilities to meet growing demand in Asia. In the separations media segment, the majority of production is at our manufacturing facility in Germany and sales are made to customers worldwide. In 2012, U.S. operating results as a percent of consolidated amounts was lower because of a decline in sales and profitability in the electronics and EDVs segment and higher stock-based compensation expense in the U.S. Foreign sales and profitability increased as a percent of consolidated results as growth in the transportation and industrial and separations media segments occurred primarily outside of the U.S. In 2011, U.S. operating results as a percent of consolidated amounts was higher because of an increase in sales and profitability in the electronics and EDVs segment as compared to 2010. The amount of pre-tax income generated by production facilities within business segments was not significantly impacted by differences in economic, regulatory, geographic or other competitive factors.

Typically, we sell our products in the currency of the country where the manufacturing facility that produces the product is located. Sales to foreign customers are subject to numerous additional risks, including the impact of foreign government regulations, currency fluctuations, political uncertainties and differences in business practices. There can be no assurance that foreign governments will not adopt regulations or take other actions that would have a direct or indirect adverse impact on our business or market opportunities within such governments' countries. Furthermore, there can be no assurance that the political, cultural and economic climate outside the United States will be favorable to our operations and growth strategy.

Seasonality Operations at our European production facilities are traditionally subject to shutdowns for approximately one month during the third quarter of each year for employee vacations. As a result, operating income during the third quarter of any fiscal year may be lower than operating income in other quarters during the same fiscal year. Because of the seasonal fluctuations, comparisons of our operating results for the third quarter of any fiscal year with those of the other quarters during the same fiscal year may be of limited relevance in predicting our future financial performance.

38 -------------------------------------------------------------------------------- Table of Contents Liquidity and capital resources During 2012, cash and cash equivalents decreased by $47.7 million, as cash generated from operations and cash on hand were used to fund growth investments and repay borrowings under the senior credit agreement.

Operating activities. Net cash provided by operating activities was $104.8 million in fiscal 2012, consisting of cash generated from operations of $159.1 million, partially offset by a net increase in working capital. Accounts receivable and days sales outstanding were consistent with the prior year, and we have not experienced significant changes in accounts receivable aging or customer payment terms and believe that we have adequately provided for potential bad debts. The increase in inventory was due to higher levels of raw materials and work-in-process/finished goods. The increase in raw materials was associated with new production capacity and the timing of bulk raw material purchases. Work-in-process/finished goods inventory increased from 45 days sales in ending inventory in the fourth quarter of 2011 to 59 days in the fourth quarter of 2012. In 2011, we were operating at high levels of capacity utilization and as a result, inventory and inventory days were low. During 2012, we added new production capacity and increased work-in-process and finished goods levels in order to maintain flexibility to meet customer needs and capture growth. We produce inventory to meet expected future customer demand, which is based on a number of factors, including discussions with customers, customer forecasts and industry and economic trends. Inventory is generally not subject to obsolescence and does not have a shelf life, and we do not believe there is a significant risk of inventory impairment. Accounts payable and accrued liabilities decreased primarily due to the timing of payments and lower accrued variable incentive compensation under performance-based compensation plans.

Investing activities. In fiscal 2012, total capital expenditures were $137.1 million, net of DOE grant awards of $1.7 million. Capital expenditures were primarily related to capacity expansions in our electronics and EDVs segment. We have substantially completed our capacity expansion projects and currently estimate capital expenditures to be $50.0 million in fiscal 2013. As of December 29, 2012, we had $152.2 million of construction in progress, primarily related to the expansions in the electronics and EDVs segment, portions of which will be qualified and ramped up over time as market demand develops.

Financing activities. On June 29, 2012, we refinanced our senior secured credit agreement with a new senior secured credit agreement. In connection with the refinancing, we borrowed $50.0 million under a new $150.0 million revolving credit facility and $300.0 million under a new term loan facility, the proceeds of which were used to repay outstanding principal and interest under the previous credit agreement and pay loan acquisition costs of $6.2 million. We repaid $15.0 million of borrowings under the revolving credit facility in the fourth quarter of 2012 and made scheduled principal payments on debt of $4.7 million in fiscal 2012.

We intend to fund our ongoing operations with cash on hand, cash generated by operations and borrowings under the senior secured credit agreement. As of December 29, 2012, approximately 60% of our cash and cash equivalents were held by foreign subsidiaries. There were no significant restrictions on our ability to transfer funds with and among subsidiaries, or any material adverse tax consequences that would impact our ability to transfer funds held by foreign subsidiaries to the U.S.

Beginning in 2013, cash flows from operations and lower capital expenditures position us to generate significant amounts of cash. In addition, the FTC has ordered us to divest substantially all of the assets acquired in connection with the 2008 acquisition of Microporous. We are pursuing our legal options and at the same time, evaluating alternatives for these assets. If we divest of all or a portion of these assets, we would intend to sell the assets at fair market value which would provide additional cash. As we transition into a period of substantial cash generation, we intend to maintain a total leverage ratio, defined in our credit agreement as the ratio of total indebtedness (total debt less cash on hand of up to $50.0 million) to adjusted EBITDA (as defined in our credit agreement and 39 -------------------------------------------------------------------------------- Table of Contents calculated below), of approximately 3.0x, while also evaluating other alternatives for cash, including returning value to shareholders through share repurchases. On February 19, 2013, the Board of Directors authorized the repurchase of up to 4.0 million shares of our common stock by December 31, 2013.

The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time on the open market or in privately negotiated transactions.

The stock repurchase program does not require us to repurchase any specific number of shares, and we may terminate the repurchase program at any time. The cash proceeds received from any potential divestiture of all or a portion of the Microporous assets in Piney Flats, Tennessee, and Feistritz, Austria, may be a factor in the amount of shares repurchased.

Our credit agreement provides for a $300.0 million term loan facility ($296.3 million outstanding at December 29, 2012) and a $150.0 million revolving credit facility ($35.0 million outstanding at December 29, 2012). At December 29, 2012, the Company had $115.0 million of borrowings available under the revolving credit facility. The term loan facility and the revolving credit facility mature in June 2017. Because we intend to pay back outstanding borrowings under the revolving credit facility within the next twelve months, we have classified these borrowings as current liabilities.

Interest rates under the senior secured credit agreement are, at our option, equal to either an alternate base rate or Eurocurrency base rate plus a specified margin. At December 29, 2012, the interest rate on borrowings under the senior secured credit agreement was 2.71%.

Under the credit agreement, we are required to maintain a maximum ratio of indebtedness to adjusted EBITDA and a minimum ratio of adjusted EBITDA to cash interest expense. Adjusted EBITDA, as defined under the senior secured credit agreement, was as follows: (in millions) Fiscal 2012 Net income $ 71.0 Add/Subtract: Depreciation and amortization expense 55.7 Interest expense, net 36.0 Income taxes 30.5 Stock-based compensation 16.3 Foreign currency loss 0.6 Loss on disposal of property, plant and equipment 1.0 Costs related to the FTC litigation 0.3 Write-off of loan acquisition costs associated with refinancing of senior credit agreement 2.5 Other non-cash or non-recurring charges 0.2 Adjusted EBITDA $ 214.1 As of December 29, 2012, the calculation of the senior leverage ratio, as defined under the senior secured credit agreement, was as follows: (in millions) Fiscal 2012 Indebtedness(1) $ 286.4 Adjusted EBITDA $ 214.1 Actual senior leverage ratio 1.34x Required maximum senior leverage ratio 2.50x -------------------------------------------------------------------------------- º (1) º Calculated as the sum of outstanding borrowings under the senior secured credit agreement, less cash on hand (not to exceed $50.0 million).

40 -------------------------------------------------------------------------------- Table of Contents As of December 29, 2012, the calculation of the interest coverage ratio, as defined under the senior secured credit agreement, was as follows: (in millions) Fiscal 2012 Adjusted EBITDA $ 214.1 Interest expense, net(1) $ 36.2 Actual interest coverage ratio 5.91x Required minimum interest coverage ratio 3.00x -------------------------------------------------------------------------------- º (1) º Calculated as cash interest expense, as defined under the senior secured credit agreement, for the twelve months ended December 29, 2012.

The senior secured credit agreement contains certain restrictive covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances, and other matters customarily restricted in such agreements. The agreement also contains certain customary events of default, subject to grace periods, as appropriate.

The 7.5% senior notes mature on November 15, 2017 and are guaranteed by most of our existing and future domestic restricted subsidiaries, subject to certain exceptions. Except under certain circumstances, the 7.5% senior notes do not require principal payments prior to their maturity in 2017. Interest on the 7.5% senior notes is payable semi-annually on May 15 and November 15. The 7.5% senior notes contain customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends and make investments.

Future debt service payments are expected to be paid out of cash flows from operations, borrowings on our revolving credit facility and future refinancing of our debt. Our cash interest requirements for the next twelve months are estimated to be $36.8 million.

We believe we have sufficient liquidity to meet our cash requirements over both the short (next twelve months) and long term (in relation to our debt service requirements). In evaluating the sufficiency of our liquidity, we considered cash on hand, expected cash flow to be generated from operations and available borrowings under our senior secured credit agreement compared to our anticipated cash requirements for debt service, working capital, cash taxes, capital expenditures and funding requirements for long-term liabilities. We anticipate that our cash on hand and operating cash flow, together with borrowings under the revolving credit facility, will be sufficient to meet our anticipated future operating expenses, capital expenditures and debt service obligations as they become due for at least the next twelve months. However, our ability to make scheduled payments of principal, to pay interest on or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. See "Item 1A. Risk Factors" in this Annual Report on Form 10-K.

From time to time, we may explore additional financing methods and other means to lower our cost of capital, which could include equity or debt financings and the application of the proceeds therefrom to the repayment of bank debt or other indebtedness. In addition, in connection with any future acquisitions, we may require additional funding which may be provided in the form of additional debt or equity financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms or at all.

Environmental matters Environmental obligations are accrued when such expenditures are probable and reasonably estimable. The amount of liability recorded is based on currently available information, including the progress of remedial investigations, current status of discussions with regulatory authorities regarding 41 -------------------------------------------------------------------------------- Table of Contents the method and extent of remediation, presently enacted laws and existing technology. Accruals for estimated losses from environmental obligations are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental obligations are not discounted to their present value. We do not currently anticipate any material loss in excess of the amounts accrued. Future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity. Recoveries of environmental costs from other parties are recognized as assets when their receipt is deemed probable.

In connection with the acquisition of Membrana in 2002, we recorded a reserve for environmental obligations. The reserve provides for costs to remediate known environmental issues and operational upgrades which are required in order for us to remain in compliance with local regulations. The initial estimate and subsequent finalization of the reserve was included in the allocation of purchase price at the date of acquisition. The environmental reserve for the Membrana facility, which is denominated in euros, was $11.1 million at December 29, 2012. We anticipate the expenditures associated with the reserve will be made in the next twelve months.

We have indemnification agreements for certain environmental matters from Acordis and Akzo, the prior owners of Membrana. Akzo originally provided broad environmental protections to Acordis with the right to assign such indemnities to Acordis's successors. Akzo's indemnifications relate to conditions existing prior to December 1999, which is the date that Membrana was sold to Acordis. In addition to the Akzo indemnification, Acordis provides separate indemnification of claims incurred from December 1999 through February 2002, the acquisition date. We will receive indemnification payments under the indemnification agreements after expenditures are made against approved claims. At December 29, 2012, amounts receivable, which are denominated in euros, under the indemnification agreements were $11.5 million.

Contractual Obligations The following table sets forth our contractual obligations at December 29, 2012. Some of the amounts included in this table are based on management's estimates and assumptions about these obligations, including their duration, anticipated actions by third parties and other actions. Because these estimates and assumptions are necessarily subjective, the timing and amount of payments under these obligations may vary from those reflected in this table. For more information on these obligations, see the notes to consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data." Payment due by Period (in millions) Total 2013 2014 - 2015 2016 - 2017 Thereafter Revolving credit facility and long-term debt(1) $ 331.3 $ 50.0 $ 41.3 $ 240.0 $ - 7.5% senior notes 365.0 - - 365.0 - Cash interest payments(2) 172.6 36.8 70.6 65.2 - Operating lease obligations(3) 12.0 3.2 4.0 2.3 2.5 $ 880.9 $ 90.0 $ 115.9 $ 672.5 $ 2.5 -------------------------------------------------------------------------------- º (1) º Borrowings under the revolving credit facility mature in June 2017. We intend to pay back outstanding borrowings under the revolving credit facility within the next twelve months.

º (2) º Includes cash interest requirements on the term loan facility and the 7.5% senior notes through maturity in 2017 and on the revolving credit facility through the expected repayment date in 2013.

42 -------------------------------------------------------------------------------- Table of Contents Interest rates under the term loan facility and the revolving credit facility are variable and the table assumes that these rates are the same rates that were in effect at December 29, 2012.

º (3) º We lease certain equipment and facilities under operating leases. Some lease agreements provide us with the option to renew the lease agreement.

Our future operating lease obligations would change if we exercised these renewal options. For leases denominated in foreign currencies, the table assumes that the exchange rate of the dollar to the respective foreign currencies is the period average rate for 2012 for all periods presented.

º (4) º As discussed in the notes to consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data," we have long-term liabilities for pension obligations of $103.5 million as of December 29, 2012. Our contributions for these benefit plans are not included in the table above since the timing and amount of payments are dependent upon many factors, including when an employee retires or leaves the Company, certain benefit elections by employees, return on plan assets, minimum funding requirements and foreign currency exchange rates. We estimate that contributions to the pension plans in fiscal 2013 will be $1.8 million.

º (5) º As discussed in the notes to consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data," we have recorded a liability at December 29, 2012 of $9.4 million for unrecognized tax benefits. Payments related to this liability are not included in the table above since the timing and actual amounts of the payments, if any, are not known.

º (6) º As discussed in the notes to consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data," we have a net environmental receivable of $0.4 million, consisting of an environmental obligation of $11.1 million offset by the related indemnification receivable of $11.5 million. Indemnification payments are received after expenditures are made against approved claims. As a result, we expect to make environmental obligation payments and receive indemnification payments over the next twelve months.

Off Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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