Mativ Holdings, Inc. - Annual Report: 2021 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from __________________ to __________________

1-13948

(Commission file number)

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		62-1612879
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 North Point Center East,	Suite 600	30022
Alpharetta,	Georgia
(Address of principal executive offices)		(Zip Code)

1-800-514-0186

(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.10 par value	SWM	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

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

The aggregate market value of the outstanding common stock, par value $0.10 per share (the "Common Stock"), of the registrant held by non-affiliates as of June 30, 2021 (the last business day of the registrant's most recently completed second fiscal quarter) was $1.2 billion, based on the last sale price for the Common Stock of $40.38 per share as reported on the New York Stock Exchange on said date. For purposes of the foregoing sentence only, all directors and executive officers are assumed to be affiliates.

There were 31,675,782 shares of Common Stock issued and outstanding as of March 1, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders scheduled to be held on April 21, 2022 (the "2022 Proxy Statement") and filed pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

TABLE OF CONTENTS


		Page
	Part I.
Item 1.	Business	1

Item 1A.	Risk Factors	15

Item 1B.	Unresolved Staff Comments	28

Item 2.	Properties	29

Item 3.	Legal Proceedings	29

Item 4.	Mine Safety Disclosures	31
	Part II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32

Item 6.	Selected Financial Data	34

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	55

Item 8.	Financial Statements and Supplementary Data	58

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110

Item 9A.	Controls and Procedures	110

Item 9B.	Other Information	111
	Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	114

Item 11.	Executive Compensation	114

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114

Item 13.	Certain Relationships and Related Transactions and Director Independence	115

Item 14.	Principal Accountant Fees and Services	115
	Part IV.
Item 15.	Exhibits and Financial Statement Schedules	116

Signatures		121

Glossary of Terms		123

PART I.

Item 1. Business

Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results, performance or achievements could differ materially from those projected in the forward-looking statements as a result of a number of risks, uncertainties, and other factors. For a discussion of important factors that could cause our results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by our forward-looking statements, please refer to Part I, Item 1A “Risk Factors” and Part I, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

GENERAL

Background

Schweitzer-Mauduit International, Inc. (referred to, with its consolidated subsidiaries, as "we," "us," "our," the "Company," "SWM INTL" or "SWM" unless the context indicates otherwise) is a leading global performance materials company, focused on bringing best-in-class innovation, design, and manufacturing solutions to our customers. Our highly engineered films, adhesive tapes, foams, nets, nonwovens, and papers are designed and manufactured using resins, polymers, and natural fibers for a variety of industries and specialty applications. The Company, headquartered in the United States of America (the "U.S."), operates under two reportable segments: Advanced Materials & Structures ("AMS"), which manufactures resin-based products used in specialty applications in the healthcare, construction, industrial, transportation and filtration end-markets, and Engineered Papers ("EP"), which produces traditional papers and other engineered fiber-based materials primarily for the tobacco industry.

The Company was incorporated in Delaware in 1995 as a wholly-owned subsidiary of Kimberly-Clark Corporation ("Kimberly-Clark"). On November 30, 1995, Kimberly-Clark transferred its tobacco-related paper and other paper products businesses conducted in the U.S., France and Canada to the Company and distributed all of the outstanding shares of common stock of the Company to its stockholders (the "spin-off"). As a result, the Company became an independent public company. SWM and its subsidiaries manufacture on four continents, conduct business in over 90 countries and operates 38 production locations worldwide, with facilities in the U.S., Canada, United Kingdom, France, Luxembourg, Belgium, Brazil, China, Italy, Malaysia, India and Poland.

Our principal executive office is located at 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022-8246 and our telephone number is (800) 514-0186. Our stock is traded on the New York Stock Exchange ("NYSE") under the symbol "SWM."

Strategic Overview

Through 2013, the Company operated as a tobacco-centric paper operation. In late 2012, SWM's management and Board of Directors elected to pursue a strategic transformation by increasing profit streams in growth-oriented end-markets through acquisitions, while carefully managing the profitable but mature tobacco operations. Over time, this strategy was intended to reposition SWM as a more diversified and growth-oriented enterprise while maintaining its company-wide focus on several underlying themes: manufacturing and innovation expertise in performance materials, operational excellence, and customer intimacy. The Company selectively targeted acquisition candidates that served diversified and growing end-markets, generated profitability associated with premium differentiated products, and had leading and defensible competitive positions in their core product categories. In addition, management believed many acquisition targets would have unique synergy opportunities

when combined with the assets and capabilities of SWM, such as SWM’s broad portfolio of manufacturing technologies and solutions, a global infrastructure, and a robust operational excellence program.

Pursuant to this strategy, management has used free cash flow and debt-financing to support growth investments. From 2013 to 2021 the Company acquired five primary businesses, DelStar, Inc. ("DelStar"), Argotec Intermediate Holdings LLC ("Argotec"), Conwed Plastics LLC (“Conwed”), Tekra, LLC and Trient ("Tekra"), and Scapa Group plc ("Scapa"). These businesses together now comprise the AMS segment, which generated approximately $1 billion of annualized net sales in 2021. As a result of these strategic actions to grow and diversify the business, non-tobacco sales represented approximately 70% of consolidated net sales. The EP segment continues to generate significant cash flow, supporting SWM’s growth investments, debt reduction, and dividends to shareholders.

The AMS Growth Platform - The acquisitions described below (as well as two smaller “bolt-on” acquisitions) comprise the AMS segment. The Company believes that AMS has reached the scale required to position SWM for sustainable long-term sales and profit growth across a broad set of attractive end-markets.

In December 2013, the Company acquired DelStar, a manufacturer of resin-based nets, films and non-wovens, focused on the filtration, healthcare, and industrial end-markets. DelStar established SWM's presence in new industries and added a portfolio of high-value technologies.

In October 2015, the Company acquired Argotec, a manufacturer of urethane films for applications primarily in the transportation end-market. A key growth driver was increasing demand for surface protection films used for automotive paint protection and glass lamination. This business also serves customers in the healthcare and industrial end-markets. From a technology standpoint, Argotec added to SWM's growing resin extrusion capabilities.

In January 2017, SWM acquired Conwed, a producer of resin-based netting. Conwed’s similarities to the Company’s existing netting production assets presented a compelling opportunity to drive footprint rationalization synergies. Conwed added further end-market diversification, serving the construction, filtration and industrial end-markets.

On March 13, 2020, the Company completed the acquisition of Tekra, a converter of high-performance films and substrates which added coating and converting capabilities, increased the Company’s healthcare business, and provided further penetration into transportation and industrial end-markets.

On April 15, 2021, SWM completed its acquisition of Scapa, a U.K,-based innovation, design, and manufacturing solutions provider for healthcare and industrial markets. The acquisition added to SWM’s portfolio of precision engineered performance materials, expanded the Company’s innovation, design, and formulation capabilities, and brought a variety of new coating, adhesive, and converting technologies to SWM. Scapa, part of the AMS segment, operates globally with manufacturing and sales operations in the Americas, Asia and Europe.

Engineered Papers Profit Stability and Innovation – The Company remains committed to serving its tobacco customers, supplying industry leading products and service. Despite the mature nature of the industry and expectation for continued market attrition, the Company believes it can deliver profit stability, and potentially growth, through a continued focus on high-value products, cost and efficiency improvements, innovation, and diversification.

Our EP segment is generally a recession resistant business that continues to contribute significant cash flows. We supply the major, and many of the smaller, cigarette and cigar manufacturers around the world, with a focus on specialized products. Beyond our legacy products, the Company has invested in innovation and new manufacturing techniques to support our customers’ new product introductions. Our reconstituted fiber technologies have been used to develop materials for reduced-risk products and hemp-based fiber products given emerging demand for alternative, non-tobacco applications. Given our extensive technical expertise, long-standing relationships, and industry reputation, SWM is uniquely positioned to be an innovation and development partner to both large and

small customers across these new product categories and alternative solutions as marketplace interest increases. EP is also increasing its manufacturing and commercial focus on more environmentally friendly solutions and other new products across our end-markets, with several of these initiatives being collaborations between the EP and AMS segments (including Scapa).

AVAILABLE INFORMATION

Our filings with the Securities and Exchange Commission ("SEC"), which filings include this Annual Report on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all related amendments, are available, free of charge, on the SEC's website at www.sec.gov and on the Investor Relations section of our website at www.swmintl.com. Information from our website is not incorporated by reference into this Annual Report on Form 10-K. These reports are available soon after they are filed electronically with, or furnished to, the SEC. The website allows access to historical financial information, press releases and quarterly earnings conference calls, our Code of Conduct, corporate governance guidelines, Board of Directors committee charters, as well as disclosure of any amendment to or waivers of our Code of Conduct granted to any of the principal executive officer, principal financial officer or principal accounting officer. The website provides additional background information about us including information on our history, products and locations. Requests for information, requests to contact our audit committee chairman, lead non-management director or the independent directors as a group, or requests to report concerns about accounting or other issues can be made in writing and sent to the Investor Relations Department at our principal executive office address listed above.

Our quarterly earnings conference calls are typically held the morning after our quarterly earnings releases and are available through our website via a webcast. The tentative dates for our quarterly earnings conference calls related to 2022 financial results are May 5, 2022, August 4, 2022, November 3, 2022 and February 23, 2023. These dates are subject to change. Instructions on how to listen to the webcasts and updated information on times and actual dates are available through our website at www.swmintl.com.

We have provided a Glossary of Terms at the end of this Annual Report on Form 10-K.

DESCRIPTION OF BUSINESS

Segment Financial Information. We operate and manage two reportable segments based on our product lines: AMS and EP. The AMS segment manufactures resin-based products used in specialty applications in the healthcare, construction, industrial, transportation and filtration end-markets. This segment is comprised of the businesses we acquired from 2013 to 2021: DelStar, Argotec, Conwed, Tekra and Scapa, which the Company has integrated into a more holistically aligned operating segment. Our EP segment produces papers and other materials primarily for the tobacco industry.

Additional information regarding "Segment Performance" is included in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. In addition, selected financial data for our segments is available in Note 21. Segment Information, of the Notes to Consolidated Financial Statements and a discussion regarding the risks associated with foreign operations is available in Part I, Item 1A, "Risk Factors".

Financial information about foreign and domestic operations, contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in Part II, Item 7 herein and in Notes 13, 14, 17 and 21 ("Restructuring and Impairment Activities," "Debt," "Income Taxes" and "Segment Information," respectively) to the Consolidated Financial Statements contained in "Financial Statements and Supplementary Data" in Part II, Item 8 herein, is incorporated by reference in this Item 1.

Advanced Materials & Structures

Products. We manufacture and sell a variety of highly engineered resin-based nets, films, adhesive tapes, foams, and other non-wovens. These performance materials are often used in growing applications serving the healthcare, construction, industrial, transportation and filtration end-markets. Our most prevalent production technologies are extrusion-based, meaning resin pellets are heated, softened, and forced through a metal die to form continuous sheets or strands. We have significant technological expertise in proprietary die construction, which our competitors often outsource, and we consider this an advantage in protecting our technology and competitive position. We also have significant expertise (through the Tekra and Scapa acquisitions) in formulations, coatings, adhesives, and converting technologies. These capabilities often complement our extruded products and enhance SWM’s value proposition as a full solutions provider.

Our thermoplastic nets are used in a variety of applications, the most prominent of which is their use as spacer netting in reverse osmosis water filtration (“RO filtration") devices. We have established a strong presence in this application by customizing products to meet demanding customer specifications, such as thickness/weight, flow characteristics, and heat and pressure resistance. Our nets are also used in a variety of other filtration applications such as fuel and hydraulic fluid filters, pharmaceutical filters, and food and beverage filters. Another key netting application is erosion control. Our nets are the outside layers in erosion control blankets, which are used to prevent soil run-off on exposed and sloped terrain. Our nets can also be found in a variety of industrial applications such as the production of wind turbine blades and food packaging.

We manufacture our thermoplastic polyurethane films ("TPU") to have combinations of the following attributes: UV and scratch resistance, durability, and ultra-clarity. The ability to demonstrate these rare combinations make them ideally suited for demanding transportation-related surface protection applications, primarily automotive paint protection and security reinforced glass. These products are also used in certain niche applications in the industrial and healthcare end-markets. Other films, including apertured film products, are used in wound care applications, such as finger bandages and wound dressings for the healthcare end-market and are also used in specialty liquid filters for ultra-pure semiconductor manufacturing processes.

The acquisition of Tekra added coating and converting capabilities which are often used in production of films or other substrates. The acquisition of Scapa added significant additional capabilities in coatings and adhesives. These technologies are used in production of specialty tapes used in wire wraps for undersea cables and in automotive production, for example, in industrial and transportation end-markets. Scapa also leverages its coatings and adhesive

technologies in the healthcare end-market, as a leading developer and producer of skin-friendly solutions such as advanced woundcare, medical device monitors, and personal care products.

Our non-wovens are typically air-laid resin-based materials often used in liquid filtration and residential and commercial air filtration. In addition to rolled goods, SWM also manufactures rigid core tubing, an extruded resin product that also is primarily used in reverse osmosis water filtration devices, and flexible tubing used in various medical and industrial applications.

With the growth of our AMS division, our technical expertise around the production, coating, and converting of resin-based materials is increasing. We believe we have industry-leading innovation capabilities and an expanding product portfolio which we expect to support growth through collaborative product development opportunities with our customers.

Markets and Customers. The AMS segment supplies customers serving the healthcare, construction, industrial, transportation and filtration end-markets. Generally, the applications and customers the AMS segment serves are in growing end-markets, and as a percentage of total AMS segment sales in 2021 were as follows: healthcare - 24%, construction - 20%, industrial - 20%, transportation - 18%, and filtration - 18%. These products are highly engineered and often customized. In some cases, we are the sole supplier of certain products to our top customers, though no customer represents more than 10% of our consolidated net sales.

Within the filtration end-market, reverse osmosis water filtration has exhibited historical long-term growth due to increasing global demand for drinkable water and we expect global infrastructure investments in this area to continue long-term. Our other filtration products are often used in the food and beverage industries and heavy equipment and machinery used in the oil and gas industries, often filtering fuel and hydraulic liquids. We refer to non-RO liquid filtration products generally as process filtration. We expect strong long-term demand across the product line. In addition to liquid filtration products, the company also produces media and support materials for air filtration devices used in commercial and residential HVAC (heating, ventilation, and air conditioning), which also stands to benefit from favorable long-term demand for cleaner air.

The majority of our TPU films are used in transportation-related surface protection applications, specifically automotive paint protection. This product is typically sold and installed in the after-market through dealerships or auto body shops. Recently, we have benefited from global adoption of paint protection films, particularly in Asia. Other surface protection applications include ballistic-resistant and security glass used in various transportation modes (auto/aero/train) and our films can also be used in emerging “smartglass” products.

Our healthcare products are largely used in wound care (both advanced technologies used in hospital settings and consumer products found in retail) as well as medical device monitoring, consumer care, orthodontia, and diagnostic test strips. The addition of Scapa significantly increased our healthcare customer base, overall scale in the end-market, and portfolio of services and manufacturing technologies. Products sold into the healthcare end-market range from TPU and other films to specially formulated bandages to topicals and creams.

Our sales to the construction end-market are comprised mostly of netting products for a range of erosion control products, often used in domestic highway and other development projects, and other products used in the transport of construction materials, sod production, and flooring, for example. We also produce films used in commercial architectural glass and specialty tapes used for various installation applications.

Our sales to the industrial end-market includes products for high-end coated digital printing, packaging, undersea cable wraps, consumer-oriented specialty tapes, and wind turbine production. These products are manufactured using a variety of our technologies.

Sales and Distribution. AMS products are primarily sold by the marketing, sales and customer service organizations of our AMS operations directly to manufacturers, given the customized nature of many of our products. However, in some geographic regions, we use sales agents and distributors to assist us in the sales process. As part of our integration efforts related to our acquired companies, we re-branded most of the acquired companies and

transitioned our AMS sales operations toward a more unified organization. All acquired companies have been, or are in the process of being, re-branded as SWM and the AMS sales organization will operate and go to market under the SWM trade name, with sales resources deployed by end-market and focused on selling products from across the totality of AMS offerings. We typically deliver our products to customers by truck, rail and ocean-going vessels.

Competition. Our AMS products are typically leaders in their respective categories and compete against specialty products made by competitors such as Johns Manville, a subsidiary of Berkshire Hathaway Inc., Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL Europe GmbH, Tenax Corporation, Intermas Group, Hollingsworth and Vose Company, Advanced Medical Solutions Group plc, tesa SE, and Avery Dennison. We believe our AMS products compete primarily on product features, innovations and customer service across the end-markets we serve, particularly in healthcare, transportation, and filtration. Of the end-markets we serve, construction and industrial are generally more price competitive due to a higher portion of commodity type products that we sell in this end-market.

Raw Materials and Energy. The primary raw material used in our AMS products is plastic resin, and we rely on a variety of commodity grade and specialty resins, including polypropylene, polyurethane, polyethylene, polyvinyl chloride (PVC), polyamide (nylon) and a selection of specialized high temperature engineering grade resins. Our thermoplastic nets and apertured films are produced using a blend of specialty resins and commodity grade resins like polypropylene. Resin prices can fluctuate significantly and can impact profitability. Commodity grade resin prices can sometimes correlate with crude oil prices while specialty resin prices often do not. Our TPU films are produced using specialty resins which are significantly more expensive than commodity grade resins.

We have multiple sources for most of our resin needs and believe that our purchased raw materials are generally available from several sources. For more commoditized resins, the loss of a single supplier would not likely have a material adverse effect on our ability to procure needed raw materials from other suppliers. However, some of our specialty resins are supplied by fewer manufacturers and our results could be more materially affected by the loss or disruption of supply of certain specialty resins from those producers. Our total resin purchases in 2021 and 2020 totaled $188 million and $112 million, respectively.

The majority of our energy requirements relate to electricity in the U.S., and Europe. We consider this to be a relatively stable energy source.

Engineered Papers

Products. Our EP segment primarily produces tobacco-related papers including various papers used in cigarette production and reconstituted tobacco ("Recon"), a reprocessed tobacco material.

One of our key cigarette paper products is low ignition propensity ("LIP") cigarette paper. LIP cigarettes are designed to self-extinguish when not actively being smoked, thus offering a fire-safety feature. The U.S., the European Union ("E.U."), and several other smaller jurisdictions have mandated the use of LIP papers. Our solutions pioneered this cigarette paper category, and we remain a leader in this cigarette paper sub-segment through either direct sales or through licensing agreements. The Company maintains an extensive and active intellectual property ("IP") portfolio.

Recon is another key component of EP's total sales and profits and is mainly comprised of reconstituted tobacco leaf, (“RTL” or “traditional RTL”), and wrapper and binder products. Traditional RTL is used by cigarette manufacturers to blend with virgin tobacco to achieve certain attributes in cigarettes. Recently, a new generation of tobacco industry products generally referred to as Heat not Burn (“HnB”) have been introduced into the marketplace with a goal of reducing harmful effects of smoking. We have enhanced our tobacco fiber reconstitution capabilities to produce materials suited for this new application, are generating increasing sales, and continue to develop products to meet increasing demand. Wrapper and binder product leverage our Recon technology for use in machine-made traditional and small cigars.

Our non-tobacco paper products include a mix of lightweight papers including low-volume, high-value, engineered materials such as alkaline battery separator papers, as well as commodity paper grades for printing and writing, flooring laminates, and food service packaging, which typically have lower profitability are intended to maximize machine utilization.

We intend to make continued investments in our EP segment to broaden our offerings, utilize existing machine capacity, and/or further monetize our paper making and reconstitution technologies. The Company continues to focus resources on innovation through activities in our OneFiber lab where paper customers can work closely with our technologists to develop improved paper-based and reconstituted botanical products. Our reconstitution technologies have potential to be utilized in products serving the cosmetics and packaging industries reprocessing botanical, vegetable, or other plant fibers. Furthermore, SWM’s Recon technologists are active in joint development with several customers to drive continued innovation and product commercialization in the rapidly emerging Heat not Burn tobacco product area. The Company has also responded to customer requests for industrial hemp fiber-based materials for use as wrappers and fillers and has developed products to meet demand for innovative hemp-based solutions.

Our wet-laid paper making technologies can be broadly classified into two main production processes: flat-wire production and incline-wire production. Generally, our machines are flat-wire, meaning a liquid slurry of short pulp fibers and water are laid onto flat-wire conveyor belts, with the water draining through the wire as the fibers (wood, flax, tobacco, etc.) bond together to form a paper sheet. Incline-wire machines allow for increased drainage, enabling the use of longer fibers which bond into a more open web, increasing the porosity. Incline wire machines are typically associated with higher-value products given this added porosity, which is important in filtration and other specialty applications that tend to justify premium pricing.

Markets and Customers. Our EP segment is heavily influenced by global smoking trends, particularly in the U.S., the E.U. (both LIP markets), and Brazil where we have the majority of our operations and highest share of the category's volume. Historically, mature geographic regions, such as the U.S. and the E.U. have exhibited a steady decline in smoking rates, often to the low-to-mid single digits. Overall, approximately 85% of EP segment sales in 2021 were to customers in the tobacco end-market, and approximately 15% of EP segment sales are related to a variety of non-tobacco customers and applications. Over time we expect non-tobacco customers to represent an increasing percentage of EP segment sales.

We supply the major, and many of the smaller, cigarette and cigar manufacturers. We sell our products directly to the major tobacco companies or their designated converters in the Americas, Europe, Asia and elsewhere. Philip Morris-USA, a subsidiary of Altria Group Inc., Philip Morris International ("PMI"), Imperial Brands Plc, Japan Tobacco Inc. ("JT"), and British American Tobacco ("BAT"), are our five largest customers and, together with their respective affiliates and designated converters, accounted for 14%, 29% and 32% of our 2021, 2020 and 2019 consolidated net sales, respectively. Although the total loss of one or more of these large customers could have a material adverse effect on our results of operations, we do not believe that such a loss is likely given our significance in the worldwide supply chain of cigarette-related papers.

Sales and Distribution. Our internal marketing, sales and customer service organizations sell most of our tobacco-related products directly to cigarette manufacturers or their designated converters. Most of our EP segment's non-tobacco related products are sold directly to manufacturers. In some geographic regions, we use sales agents. We do not sell our products directly to consumers or advertise our products in consumer media. We typically deliver our products to customers by truck, rail and ocean-going vessels.

Competition. The specialized nature of tobacco-related papers requires unique papermaking equipment, technical expertise, and research and development capabilities to meet exacting customer specifications. These factors have limited the number of competitors capable of servicing global cigarette manufacturers.

As the sole domestic producer of cigarette papers in the Americas, we believe that we have a significant majority of the category share in those regions. Our paper plants in France and LIP printing facility in Poland produce a large amount of the products sold in the E.U. We estimate that we have a direct share of approximately 40% to 50% of

cigarette paper sales in the E.U., and coupled with royalty payments from a key competitor to whom we have licensed our LIP technology, we believe we are able to monetize over 80% of the LIP-compliant E.U. cigarette market. Our principal competitors include delfortgroup AG ("delfort"), which licenses our LIP technology, Miquel y Costas & Miquel S.A. ("Miquel y Costas"), Julius Glatz GmbH ("Glatz") and PT Bukit Muria Jaya ("BMJ").

In December 2017, the Dusseldorf Court of Appeals affirmed the German District Court judgment of patent infringement against Glatz including an injunction against making and selling LIP cigarette paper. We believe that the basis of cigarette and our non-tobacco papers competition is price, consistent quality, security of supply, and level of technical service.

Outside of China, SWM is the only non-cigarette company that produces RTL through a paper-making process. Some cigarette companies such as Philip Morris-USA, British American Tobacco, JT and STMA (China) produce RTL primarily for their own internal use. We believe we are the only non-cigarette manufacturer with production capabilities for HnB, as well as wrapper and binder products.

Raw Materials and Energy. Wood pulp is the primary fiber used in our EP segment. Our operations consumed approximately $39 million and $32 million of wood pulp in the years ended December 31, 2021 and 2020, respectively, all of which we purchased. While EP uses other specialty fibers, such as flax, in our operations, we believe that purchased raw materials are generally available from several sources.

Paper production uses significant amounts of energy, primarily electricity, natural gas and fuel oil. We believe that energy supply is generally reliable throughout our manufacturing footprint, although prices can fluctuate significantly based on demand. We enter into agreements to procure a portion of our energy requirements for future periods in order to reduce the uncertainty of future energy costs.

Additional information regarding agreements for the supply of certain raw materials and energy is included in Note 20. Commitments and Contingencies, of the Notes to Consolidated Financial Statements.

Seasonality. Generally, sales of our paper and Recon products are subject to seasonal fluctuations due to periodic machine downtime and typically lower order volumes in the fourth quarter. Quarterly sales fluctuations can also be influenced by inventory building and/or destocking by our customers.

Research and Development

As of December 31, 2021, we employ approximately 120 research and development employees in research and laboratory facilities in France, Brazil, the U.S and the United Kingdom. We are dedicated to developing product innovations and improvements to meet the needs of individual customers. We believe that our research and product development capabilities have played an important role in establishing our reputation for high quality, superior products in both our AMS and EP segments. Within AMS, we have a history of finding innovative design solutions, including developing products that improve the performance of customers' products and manufacturing operations. We believe that our commitment to research and development, coupled with our investment in new technology and equipment, has positioned us to take advantage of growth opportunities in many places around the world. Within EP, our research and development has enabled us to establish and sustain leading shares. We also are working with customers to meet increasing demand for reduced-risk tobacco products as well as hemp-based products.

Intellectual Property

Patents, trade secrets and trademarks are an important part of SWM’s intellectual property. SWM’s products are sold around the world under various trademarks. Many of the processes used to make SWM products are kept as trade secrets. SWM owns, or holds licenses to use, numerous U.S. and foreign patents. SWM’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets. In general, no single patent or group of related patents is material to the conduct of SWM’s business as a whole or to any of SWM’s business segments. At December 31, 2021, SWM owned about 800 patents and patent applications globally.

Management of a large portion of SWM's research and development activities is provided from our Luxembourg City, Luxembourg operation ("SWM Luxembourg"). These activities are often performed at other SWM locations under contract by SWM Luxembourg, and funded by SWM Luxembourg. SWM Luxembourg has the authority to initiate and manage research and development projects in areas such as, but not limited to, LIP paper, Recon for HnB materials, non-tobacco paper products, adhesive tape and film products, wound care dressings, topical skin care treatments, netting, films, and other extruded resin products. This operation also provides global oversight and active management for much of the Company's intellectual property rights.

Human Capital

At SWM we understand that employees are our most important asset and as of December 31, 2021, we had approximately 5,100 regular, full-time, active employees. Our guiding principles create an environment where employees are encouraged to innovate and collaborate, acting as one company to place customers at the heart of our organization. Employee wellness and safety remain critical to our success. We have implemented proactive measures at our locations to help ensure workplace safety, including updated protocols to prevent and address potential or confirmed illness among our on-site workforce, additional spending on personal protective equipment and sanitation supplies, and dedicated time to perform additional sanitization procedures between shifts. We have increased the use of virtual platforms and tools, which has allowed many of our employees to work remotely. Please see Item 1A. Risk Factors for additional information on our response to the COVID-19 pandemic.

We believe that employee relations are positive. Hourly employees at certain sites in the U.S., U.K., Canada, Brazil, France, and Italy are union represented.

Government Regulation

We are required to comply with numerous regulations that are normal and customary to businesses in the regions, industries, and markets in which we operate. These regulations include, but are not limited to, tax, employment, privacy, imports/exports, healthcare, environmental protection, antitrust, anti-corruption, marketing, fraud and abuse, product safety and efficacy, and other areas.

Governmental entities around the world have taken, or have proposed, actions that had, or are likely to have, the effect of reducing consumption of tobacco products which, in turn, reduces demand for our products. These actions, including efforts to regulate, restrict or prohibit the sale, advertisement and promotion of tobacco products and their components, to limit smoking in public places, to control or restrict additives that may be used in tobacco products and to increase taxes on such products, are intended to discourage the consumption of cigarettes and other tobacco products.

Our facilities are subject to significant federal, state, local and foreign environmental protection laws with respect to air, water and emissions as well as the disposal of solid waste. We believe that we are operating in substantial compliance with these laws and regularly incur capital and operating expenditures in order to achieve future compliance. Although we are not aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities in France, the U.S. and elsewhere that have been operated over the course of many decades. Should the Company make material changes in the operations at a facility it is possible such changes could generate environmental obligations that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also face higher disposal and clean-up costs to replace equipment or facilities containing materials that were compliant when installed but are now considered contaminants. Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also incur environmental liabilities in connection with assets or businesses we may purchase in the future.

The Company is subject to laws concerning our business operations and marketing activities in foreign countries where we conduct business. For example, the Company is subject to the U.S. Foreign Corrupt Practices Act, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws in certain foreign countries, such as the U.K. Bribery Act. Aspects of the Company’s operations and businesses are also subject to privacy, data security, and data protection regulations, which impact the way we use and handle data and operate our products and services.

The Company is not aware of any regulatory compliance matters that are expected to have a material adverse effect on the Company’s business, competitive position, financial position, results of operations, capital expenditures or cash flows.

Environmental, Social and Governance

We believe that building long-term value for our customers, employees and stockholders includes a focus on ensuring the long-term sustainability of our business, good corporate citizenship, and contributing to our communities. Corporate responsibility has long been part of the SWM corporate mission and is one of our core values.

Our manufacturing facilities and corporate office have a longstanding tradition of community engagement and reducing our impact on the environment. We maintain our Supplier Code of Conduct and our Sustainable Forestry Policy to further align with our sustainability goals. Our sustainability initiatives are further described on our corporate website at www.swmintl.com.

In January 2022, SWM released its 2021 Environmental, Social, and Governance (ESG) report as part of its ongoing efforts to increase transparency around its ESG strategy and initiatives. The report highlights SWM’s commitment to sustainable business practices and how it is addressing key ESG areas of focus.

The report includes information regarding:

•Our environmental practices;

•Our commitment to social responsibility, including supporting our employees and their health, safety, and development;

•Our culture that allows for honest conversations, diversity of thought, teamwork, creativity, and innovation; and

•Our commitment to supporting local communities, among other topics.

Please refer to our ESG report, available at https://www.swmintl.com/about-us/esg-report, for further information.

Some of our key environmental and community initiatives are highlighted below:

Environmental Initiatives

•Sustainable Packaging Material: We manufacture Cocoa PaperTM as packaging material. Cocoa PaperTM is made from botanical fibers and is biodegradable, compostable, and recyclable. Cocoa PaperTM fibers are 100% carbon neutral, a first in the Engineered Papers (EP) portfolio. Sales of Cocoa PaperTM benefit the Jacundá Forestry REDD+ Project in Brazil through the purchase of carbon credits to offset the impact of projected product sales.

•Sustainable Innovation: SWM developed RevonexTM membrane backing paper which improves reverse osmosis filtration efficiency by eliminating bleed-through. In addition, SWM developed a biodegradable cigarette filter media that is designed to replace cellulose acetate which contributes to microplastics pollution (or similar debris) in the ocean.

•Water Management: SWM’s FiltrexxTM brand is a global leader in research and development of compost-based Sustainable Management Practices (SMPs) for stormwater management, sediment & erosion control, pollutant removal and living walls applications. Filtrexx’s Installation Services are used by many companies in the oil and gas and construction industries. Additionally, certain of SWM’s products can be used in reverse osmosis water filters, supporting clean drinking water.

•Reducing Greenhouse Gas (GHG) Emissions and Supporting Air Quality: We recognize the importance of reducing our greenhouse gas (GHG) emissions and have prioritized actions to reduce our Scope 1 and Scope 2 emissions, such as the use of renewable energy sources, specific initiatives and equipment replacements intended to improve energy efficiency and incentives targeting energy use reductions in the Company’s operations.

•Partnership with Planet Water Foundation: SWM partners with Planet Water Foundation to support global efforts to improve access to clean, safe water. In the past two years, through our support, the Foundation installed AquaTower water systems in two communities without adequate access to safe water ― Jalisco, Mexico and the Siem Reap Province, Cambodia. Each AquaTower system can produce up to 1,000 liters of clean water per hour, addressing the drinking needs of up to 1,800 people with each tower. In 2021, SWM installed three AquaTower water systems, three accompanying AquaSan surface disinfection systems and hygiene education programs and two AquaHome systems to provide families with solar powered electricity and drinking water at home.

•Ethical Sourcing: 100% of the wood pulp that SWM uses is sourced from legally harvested and well-managed forests. SWM maintains Forest Stewardship Council (FSC) and/or Programme for the Endorsement of Forest Certification (PEFC) certification at all but two of its facilities supplying timber-based products.

•Environmental Certification and Energy Efficiency: All of our Engineered Paper (EP) locations are certified to ISO 14001 for environmental management systems. Our mills in France are certified to the ISO 50001 energy management standard.

•Biodiversity Support: SWM has a history of supporting local biodiversity initiatives, such as the installation of salmon and eel runs in the Isole River near our EP facility in Quimperlé, France, and the planting of native trees and rebuilding of natural habitat near our plant in Santanesia, Brazil.

•Recycling: Our U.S.-based Advanced Materials and Structures manufacturing sites have incorporated more than 2 million pounds of recycled plastic into new products and across SWM more than 1,000 tons of cardboard were recycled. Many other initiatives are in place involving the reuse of waste products and packaging materials.

Community Initiatives

•In addition to investing in area communities where our facilities are located by providing jobs and sourcing products, we support efforts to make our communities stronger through financial donations and volunteer participation. Most of our philanthropic efforts are locally directed, empowering our employees to contribute their time and expertise to organizations that matter to them and serve the unique needs of their communities. We donate to nonprofit or community organizations that support the communities where our plants are located.

We continue to look for ways to enhance the sustainability of our business and make a positive impact on the communities in which we live and serve.

Governance

SWM believes good corporate governance supports long-term value creation for our stockholders. The Governance section of the Investor Relations section of our website at www.swmintl.com includes our Code of Conduct, corporate governance guidelines, Board of Directors committee charters, as well as disclosure of any amendment to or waivers of our Code of Conduct granted to any of the principal executive officer, principal financial officer or principal accounting officer. Information from our website is not incorporated by reference into this Annual Report on Form 10-K. Additional information about SWM's governance can also be found in our proxy statement.

Working Capital

We normally maintain approximately 50 to 90 days of inventories to support our operations. Our sales terms average between 15 and 60 days for payment by our customers, dependent upon the products and market segment served. With respect to our accounts payable, we typically carry approximately 15 to 40 days outstanding, in accordance with our purchasing terms, which vary by business location. The accounts payable balance varies in relation to changes in our manufacturing operations, particularly due to changes in prices of wood pulp, resins and purchased energy and the level and timing of capital expenditures related to projects in progress.

Executive Officers of the Registrant

The names and ages of our executive officers as of March 1, 2022, together with certain biographical information, are as follows:

Name

Age

Position

Dr. Jeffrey Kramer

Chief Executive Officer

R. Andrew Wamser

Executive Vice President, Finance & Chief Financial Officer

Tracey Peacock

Executive Vice President, Advanced Materials & Structures

Omar Hoek

Executive Vice President, Engineered Papers

Ricardo Nunez

Executive Vice President, General Counsel & Corporate Secretary

Michael L. Schmit

Corporate Controller & Chief Accounting Officer

There are no family relationships between any of the directors, or any of our executive officers. None of our officers were selected pursuant to any arrangement or understanding between the officer and any person other than the Company. Our executive officers serve at the discretion of the Board of Directors and are elected annually by the Board.

Dr. Jeffrey Kramer was appointed Chief Executive Officer in May 2017, after serving as Co-Chief Executive Officer since March 2017. Prior to joining SWM, Dr. Kramer served as Vice President, Lubricants of Brenntag AG, a distributor of chemicals, from January 2016. Dr. Kramer previously served as President and Chief Executive Officer of J.A.M. Distributing Company from January 2013 through December 2015. J.A.M. Distributing Company is a distributor of high-performance lubricants and fuels. Dr. Kramer previously held various senior positions at Air Products and Chemicals, Inc., an industrial gases company, including Vice President and Chief Technology Officer from June 2012 through December 2012 and Vice President and General Manager, Packaged Gases, from 2005 through June 2012.

R. Andrew Wamser was appointed Co-Chief Financial Officer on February 5, 2018 and, effective March 2, 2018, became the sole Executive Vice President, Finance and Chief Financial Officer and the Company's Principal Financial Officer. Prior to joining SWM, Mr. Wamser served as Vice President, Finance; Investor Relations and Treasurer of AutoNation, Inc., the largest automotive retailer by revenue in the US. Prior to that Mr. Wamser served as Managing Director, Investment Banking; Diversified Industrial Group of Barclays Capital Plc, now known as Barclays Investment Bank, the investment banking division of Barclays PLC. He also previously held other investment banking roles at Barclays Capital and UBS Investment Bank.

Tracey Peacock was appointed Executive Vice President, Advanced Materials & Structures in April 2021. Prior to joining SWM, Ms. Peacock served as President, Pharma, Health and Durables for the specialty packaging manufacturer Klöckner Pentaplast. She previously served as Vice President and General Manager of the Mechanical Division of Atkore International Corporation, a leading supplier of electrical, safety and infrastructure solutions, and as Vice President and General Manager of the Interconnect Solutions Division of ITT Corporation. She began her career at 3M Canada, transferring to 3M Company in the U.S. in 2000. She was promoted to progressively senior roles across several divisions of 3M, including Display and Graphics, Optical Systems, and Dyneon.

Omar Hoek was appointed Executive Vice President, Engineered Papers in January 2020. Mr. Hoek served as Executive Vice President in the Specialties Business Area and Group R&D of Ahlstrom-Munksjö (“Ahlstrom”), a global leader in fiber-based material from 2011 to 2019. He previously served as Vice President, Strategy in the Food and Medical Business Area and as Executive Vice President in the Specialties Business Area of Ahlstrom from 2011 until 2017. Before joining the Ahlstrom team, he worked at Newell Brands (NASDAQ: NWL) as a Business Director from 2010 to 2011 and at Avery Dennison (NYSE: AVY) from 1993 to 2010 in various capacities including Global Marketing and Strategy Director.

Ricardo Nunez was appointed Senior Vice President, General Counsel and Corporate Secretary in September 2017, after serving as Interim General Counsel since November 2016. Prior to joining SWM, Mr. Nunez served as General Counsel for Vivex Biomedical, Inc., a Marietta, GA based biologics company from April 2015 to July 2016. Prior to that, he served as SVP, General Counsel and Corporate Secretary for HD Supply, Inc. a spinoff from The Home Depot from March 2007 to April 2015. Mr. Nunez's previous experience also includes senior legal responsibilities at The Home Depot, General Electric, and Esso Inter-America, Inc. (the Latin America affiliate of Exxon Corporation), as well as private practice.

Michael L. Schmit was appointed Corporate Controller and Chief Accounting Officer of the Company, effective as of April 22, 2019. Mr. Schmit served as Chief Accounting Officer and Corporate Controller of Chart Industries, Inc. (NYSE: GTLS), a manufacturer of cryogenic equipment used in the production, storage and distribution of liquefied gases, from 2018 to 2019. Prior to that he served as Assistant Corporate Controller and then as Corporate Controller at Chart. From 2007 through 2017, he served in various finance and accounting leadership roles at Georgia-Pacific, LLC, including Controller of Corporate Accounting, Division Controller, Gypsum and Chemicals, and Director, Internal Audit, respectively. Prior to joining Georgia-Pacific Mr. Schmit served as the Director of Financial Reporting at Arby’s Restaurant Group and also served as a manager at Ernst & Young, LLP.

Item 1A. Risk Factors

Factors That May Affect Future Results

Many risk factors both within and outside of our control could have an adverse impact on our business, financial condition, results of operations and cash flows and on the market price of our common stock. While not an exhaustive list, the following important risk factors could affect our future results, including our actual results for 2021 and thereafter and could also cause our actual results to differ materially from those expressed in any forward-looking statements we have made or may make.

We face various risks related to the COVID-19 pandemic and similar health-related outbreaks, which have had, and may continue to have, material adverse effects on our business, financial condition, results of operations and cash flows.

The COVID-19 pandemic and the measures put in place to reduce its spread have negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. We face various risks related to the COVID-19 pandemic and similar health-related outbreaks. Such risks include:

•Decreased demand and volatility in sales due to operational disruptions faced by some of our customers, and the threat of a sustained economic downturn driven by the global reaction to the COVID-19 pandemic.

•Disruptions to our manufacturing sites and operations due to temporary closures of our facilities to comply with government-imposed restrictions and to address other health-related factors.

•Disruptions to our suppliers, and our inability to secure alternate sourcing quickly, which could adversely impact our production and cause us to alter production schedules or suspend production entirely.

•The inability of our employees to work in our offices or our facilities due to personal health concerns and/or government-imposed restrictions in response to the pandemic, such as mandatory business closures, limits on non-essential travel, “social or physical distancing” guidelines and “shelter-in-place” mandates.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information on how we have been impacted and the steps we have taken in response to the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as information continue to evolve. However, the occurrence of the above risks could have a material adverse effect on our financial condition, results of operations and cash flows.

We expect our business to continue to be adversely impacted by governmental actions relating to tobacco products, as well as by decreased demand for tobacco products due to declining social acceptance of smoking, new smoking technologies such as e-cigarette and vaping technologies, and litigation in the U.S. and other countries.

In 2021, approximately 30% of our net sales were from products used by the tobacco industry in making cigarettes or other tobacco products. Cigarette consumption outside of Asia has generally declined due to, among other things, the diminishing social acceptance of smoking, public reports with respect to the possible harmful effects of smoking, including effects of second-hand smoke, the use of other tobacco products, the development and use of new tobacco-related or substitute products or technologies, such as e-cigarettes, e-liquids, vapable oils and other vaping products, that do not use our products, and, particularly in the U.S., to litigation and actions on the part of private parties to restrict smoking. For instance, litigation is continuing against major U.S. manufacturers of consumer tobacco products seeking damages for health problems allegedly resulting from the use of tobacco in various forms. It is not possible to predict the outcome of such litigation or the effect adverse developments in pending and future litigation may have on the tobacco industry or its demand for our products, but in the past litigation has adversely affected demand for consumer tobacco products. These factors have led, and could lead, to certain merchants deciding not to

sell tobacco products. As a result, the overall demand for conventional tobacco cigarettes outside of Asia has generally been declining in terms of volume of sales. These declines have had an adverse effect on demand for our products in these regions. We expect these trends to accelerate and thus to continue to reduce smoking levels and adversely affect demand for our products, which could have a material adverse impact on our future financial condition, results of operations and cash flows.

In recent years, governmental entities around the world, particularly in the U.S., Brazil, Russia, Australia and Western Europe, have taken, or have proposed, actions that had, or are likely to have, the effect of reducing consumption of tobacco products which, in turn, reduces demand for our products. These actions, including efforts to regulate, restrict or prohibit the sale, advertisement and promotion of tobacco products and their components, to limit smoking in public places, to control or restrict additives that may be used in tobacco products and to increase taxes on such products, are intended to discourage the consumption of cigarettes and other tobacco products. For example, in the U.S., the regulatory jurisdiction of the federal Food and Drug Administration was extended in 2009 to include tobacco products, and again in 2016 to include cigars and additional tobacco products. These products are now subject to product component disclosure regulations, new controls on ingredients and design changes, and additional restrictions relating to marketing and labeling. The federal Food and Drug Administration could promulgate additional regulations. In Brazil, regulations limit the use of additives to cigarettes. In the E.U., the Tobacco Products Directive regulates the content, effects, marketing and labeling of tobacco products, and both revisions to the Directive and the ongoing phase-in of the Registration, Evaluation, Authorization, and Restriction of Chemical Substances regulation ("REACH") may further restrict product ingredients. Additionally, the World Health Organization is actively promoting tobacco regulation, and other countries worldwide are in the process of adopting some or all of these restrictions. It is not possible to predict the additional legislation or regulations relating to tobacco products that may be instituted, or additional countries that may adopt such legislation or regulations, or the extent to which such legislation or regulations may impact the design or formulation of our customers' products. Such legislation or regulation may adversely impact the demand for traditional cigarettes and cigars, with corresponding impacts on our sales of cigarette papers, RTL and associated items, which could have a material adverse effect on our future financial condition, results of operations and cash flows.

Our joint ventures in China serve only the local market. Declines in Chinese cigarette consumption could have a material adverse effect on our future financial condition, results of operations and cash flows, including our China Tobacco Schweitzer (Yunnan) Reconstituted Tobacco Co. Ltd. (“CTS”) and China Tobacco Mauduit (Jiangmen) Paper Industry Ltd. (“CTM”) joint ventures.

New smoking technologies such as e-cigarette and vaping technologies provide an alternative to and may decrease demand for traditional cigarettes and cigars, which could result in a decrease in demand for our products and adversely affect our consolidated results of operations, financial position and cash flows.

New smoking technologies, including e-liquids, vapable oils and other vaping products, provide an alternative to traditional cigarettes and cigars, which could result in a decrease in demand for our products, including cigarette papers, RTL and associated items. As of December 31, 2021, approximately 85% of EP segment sales are to customers in the tobacco end market, with the majority of tobacco sales comprised of cigarette papers. Future sales and any future profits from cigarette papers and reconstituted tobacco products are substantially dependent upon the continued use of traditional cigarettes and cigars. Growth in the use of, and interest in, e-liquids, vapable oils and other vaping products is likely to continue. While traditional tobacco products are well established and revenue from traditional cigarette sales represents a substantial majority of total industry revenue, new smoking technologies may become more widely adopted and the business, growth prospects and financial condition of our EP segment may be adversely affected.

Our technological advantages are unlikely to continue indefinitely.

We consider our intellectual property and patents to be a material asset. We have been at the forefront of developing new products and technology within our industries and have patented several of our innovations, particularly with regard to cigarette paper used to produce LIP cigarettes. This has enhanced our ability to sell products and to provide added functionality and other value to the products we sell allowing them to command higher margins. This

advantage has also enabled us to license certain of our patents and know-how to, and earn royalty income from, third parties. Ultimately, our patents will expire (generally before 2023) and some may be held invalid in certain jurisdictions before their expiration dates. In addition to protecting certain of our technological advantages through patenting, we also protect a significant amount of our technological advantages as trade secrets, especially with regard to our AMS segment and our RTL products. As we expand our operations to more locations and countries, the risk of the loss of proprietary trade secrets will increase, and any significant loss would result in the loss of the competitive advantages provided by such trade secrets. While we cannot predict the impact or the timing of these trends and eventualities, they likely will reduce our sales and margins from the levels that we otherwise would have achieved.

Effectively policing our domestic and international intellectual property and patent rights is costly and may not be successful.

Our portfolio of granted patents varies by country, which could have an impact on any competitive advantage provided by patents in individual countries. We cannot guarantee that any U.S. or foreign patent, issued or pending, will provide us with any continued competitive advantage.

We rely on patent, trademark, and other intellectual property laws of the U.S. and other countries to protect our intellectual property rights. However, we cannot guarantee that one or more of our patents will not be challenged by third parties and/or ultimately held invalid by courts or patent agencies of competent jurisdiction, which could remove the legal barriers preventing competitors from practicing our LIP technology among others.

Further, there can be no assurances that we will be able, or that it will be economic for us, to prevent third parties from using our intellectual property or infringing our patents without our authorization, which may reduce any competitive advantage we have developed. In the event that we need to enforce certain of our patents against infringement through judicial or administrative actions, the litigation to protect these rights is often costly and time consuming and diverts management resources; moreover, there can be no assurance that our efforts to protect our intellectual property will be successful, or that a defendant will not assert counterclaims against us or challenges to other intellectual property we may own.

Some of our patents have been the subject of opposition hearings. Like the actions we undertake to enforce our IP rights, oppositions filed against us in respect of our intellectual property are expensive and divert management time and resources.

Even when the Company is initially successful, there can be no assurance that the counterparty will not appeal, or that the appeal will not be successful. Even when successful at the appeal level, there can be no assurance that a patent will not be later successfully challenged in individual national court jurisdictions.

We do not believe that any of our products infringe the valid intellectual property rights of third parties. However, we may be unaware of intellectual property rights of others that may cover some of our products or services or a court or other governmental body may come to a different conclusion from ours. In that event, we may be subject to significant claims for damages or disruptions to our operations.

Because of the geographic diversity of our business, we are subject to a range of international risks.

Our operations are located in many countries around the world and operate, to a degree, in a decentralized manner. There are inherent control and fraud risks in such a structure. Moreover, we have manufacturing facilities in eight countries and two joint ventures in China and sell products in over 90 countries, many of which are emerging and undeveloped markets.

As a result, our manufacturing operations, sales and results, depending on their location, are subject to various international business risks, including, but not limited to, the following:

•Foreign countries can impose significant import, export, excise and income tax and other regulatory restrictions on our business, including limitations on repatriation of profits and proceeds of liquidated assets. While we attempt to manage our operations and international movements of cash from and amongst our foreign subsidiaries in a tax-efficient manner, unanticipated international movement of funds due to unexpected changes in our business or changes in tax and associated regulatory schemes could materially affect our financial position, results of operations and cash flows.

•We are exposed to global as well as regional macroeconomic and microeconomic factors, which can affect demand and pricing for our products, including unsettled political and economic conditions; expropriation; import and export tariffs; regulatory controls and restrictions; and inflationary and deflationary economies. Events occurring in countries having a large share of the global economy (such as China, Japan, or the EU) can have an impact on economies that are interdependent and thereby affect those in which the Company primarily operates. These factors together with risks inherent in international operations, including risks associated with any non-compliance with anti-corruption and anti-bribery laws, could adversely affect our financial condition, results of operations and cash flows.

•We participate in two joint ventures and have one manufacturing facility in China. The joint ventures sell our products primarily to Chinese tobacco companies. Operations in China entail a number of risks including international and domestic political risks, the need to obtain operating and other permits from the government, adverse changes in the policies or in our relations with government-owned or run customers and the uncertainty inherent in operating within an evolving legal and economic system. There are also risks inherent with 50% joint ventures, such as a lack of ability to control, and visibility with respect to operations, customer relations and compliance practice, among others.

•Changes or increases in international trade sanctions or quotas may restrict or prohibit us from transacting business with established customers or securing new ones, including as to Russia and the Ukraine, which are areas where the Company has offices and/or significant customers and as to which the applicable sanctions have changed unexpectedly on a number of occasions since 2014.

Changes in the laws and regulations described above, adverse interpretations or applications of such laws and regulations, and the outcome of various court and regulatory proceedings, including in Europe and Brazil, could adversely impact the Company's business in a variety of ways, including increasing expenses, increasing liabilities, decreasing sales, limiting its ability to repatriate funds and generally conduct business, all of which could adversely affect our financial condition, results of operations and cash flows.

We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws or trade control laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.

We are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, ("FCPA"), and other anti-corruption laws that apply in countries where we do business. The FCPA, the 2013 Brazilian Clean Companies Act, the U.K. Bribery Act of 2010, the 2013 Russian Law on Preventing Corruption and these other laws generally prohibit us, our employees, consultants and agents from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations and transfer pricing regulations, or collectively, Trade Control laws. There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with such laws or requirements, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA other anti-corruption laws or Trade Control laws by U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations.

Fluctuations in foreign currency exchange rates could adversely impact our financial condition, results of operations and cash flows.

A significant portion of our revenues are generated from operations outside the U.S. In addition, we maintain significant operations and acquire or manufacture many of our products outside the U.S. The functional currency of our international subsidiaries is generally the local currency in which each subsidiary operates. In particular, a large portion of our commercial business is denominated in euros and British pounds. Since our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses, assets and liabilities from functional currencies into U.S. dollars. As a result, our future revenues, costs, results of operations and earnings could be significantly affected by changes in foreign currency exchange rates, especially the euro to U.S. dollar exchange rate and the Brazilian real to U.S. dollar exchange rate.

In addition, some of our sale and purchase transactions are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currencies in which the transaction is denominated versus the local currency of our operations into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenue or cost related to such transaction and thus have an effect on our operating profit. Our Brazilian and Polish operations are more fully exposed to currency transaction risk, especially as a result of U.S. dollar sales in Brazil and euro denominated sales in Poland. We also hold a significant amount of our cash balances in euros and British pounds, thus any weakening of these currencies versus the U.S. Dollar would reduce the amount of U.S. Dollars for which such balances could be exchanged.

Changes in foreign currency exchange rates also impact the amount reported in other income (expense), net. For instance, when a non-local currency receivable or payable is not settled in the period in which it is incurred, we are required to record a gain or loss, as applicable, to reflect the impact of any change in the exchange rate as of the end of the period. We also have to reflect the translation rate impact on the carrying value of our foreign assets and liabilities as of the end of each period, which is recorded as Unrealized Translation Adjustment in Other Comprehensive Income.

We utilize a variety of practices to manage this risk, including operating and financing activities and, where considered appropriate, derivative instruments. All derivative instruments we use are either exchange traded or entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. Counterparty risk cannot be eliminated and there can be no assurance that our efforts will be successful. We generally hedge foreign currency transaction risk through the use of derivative instruments, including forward and swap contracts and, to a lesser extent, option contracts. The use of derivative instruments is intended to mitigate or reduce transactional level volatility in the results of foreign operations but does not completely eliminate volatility. If our future revenues, costs and results of operations are significantly affected by economic conditions abroad and/or we are unable to effectively hedge these risks, they could materially adversely affect our financial condition, results of operations and cash flows.

The Company could be subject to changes in its tax rates, the adoption of new U.S., or foreign tax legislation or exposure to additional tax liabilities.

The Company is subject to taxes in the U.S. and in foreign jurisdictions where a number of the Company’s subsidiaries are organized. The Company’s future effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates or future changes in tax laws or new interpretations of existing tax laws. Although none of the Company’s international tax positions are currently being challenged or threatened to be challenged, recent developments, such as the European Commission’s investigations on illegal state aid, individual European countries implementation of Anti-Tax Avoidance Directives, continued regulatory development of the Tax Cuts and Jobs Act of 2017, and the Organization for Economic Cooperation and Development projects on base erosion and profit shifting may result in changes to long-standing tax principles or new challenges to our cross-border arrangements, which could materially affect our effective tax rate or could require potential restructuring of the foreign subsidiaries. If the Company’s effective tax rates were to increase, or if any ultimate determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected.

We face competition from several established competitors and we have limited market transparency.

Our four largest competitors for our EP business are delfort group AG ("delfort"), Julius Glatz GmbH ("Glatz"), Miquel y Costas & Miquel S.A. ("Miquel y Costas") and PT BUKIT Muria Jaya ("BMJ"). All four primarily operate from modern and cost-effective plants in Western Europe and Asia and are capable and long-standing suppliers to the tobacco industry. Further, three such competitors, delfort, Glatz and BMJ, are privately held and the third, Miquel y Costas, is a closely held public company. Thus, their financial results and other business developments and strategies are not disclosed to the same extent as ours, which provides them some advantage in dealing with customers. Given the concentration of most of our competitors in Western Europe, which has seen declining demand for tobacco products and has labor laws that make reducing capacity expensive and slow, excess capacity exists and therefore price competition is acute. We believe that all four competitors have good relationships with the multinational cigarette companies, as does the Company. The multinational cigarette companies have been known to use these close relationships to encourage the development of enhanced competition through supporting competitive products and facilities, especially when confronted with new, high-value technologies such as porous plug wrap in the past and LIP today. We believe our Engineered Paper products compete primarily on product features, price, innovations and customer service. Due to many of the factors described above, we have a limited ability to predict trends in the industry and there may be a time lag before we become aware of developing trends in the industry.

Our AMS segment products compete to some degree against specialty products made by Johns Manville, a subsidiary of Berkshire Hathaway Inc., Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL Europe GmbH, Tenax Corporation, Intermas Group, Hollingsworth and Vose Company, Advanced Medical Solutions Group plc, and Avery Dennison. We believe our AMS products compete primarily on product features, innovations and customer service. Some of these competitors are larger than we are and have more resources, thus the actions of these competitors could have an impact on the results of our AMS segment operations.

Currently, fine papers used to produce cigarettes are only exported on a limited basis from available capacity in China and other Asian locations to western multinational cigarette companies due to government taxes and tariffs, which limit price competitiveness, as well as due to customer preferences. Should conditions change in this regard, capacity that currently is operating in China and elsewhere in Asia would present a risk to our competitive position outside Asia and place further pressure on our legacy paper production platforms. Similarly, we are starting to see increased competition for some of our AMS products from companies in China, which, we believe, may have lower operating costs than us, resulting in a potential price advantage for such companies.

In the RTL end-market segment, demand is a function, among other things, of smoke delivery regulations, the cigarette manufacturer's desire for a uniform and consistent product, the taste profile sought by cigarette manufacturers, and the cost of recycling the tobacco by-product scraps and the utilization of internal capacity to produce materials that compete with our RTL products. These factors have resulted, and are likely to continue to

result, in materially lower sales volumes for our RTL business, resulting in downtime of certain production machines and, in some cases, accelerated depreciation or impairment charges for certain equipment as well as employee severance expenses associated with downsizing or restructuring activities.

Further, as a result of excess capacity in the tobacco-related papers industry and increased operating costs, competitive levels of selling prices for certain of the Company's products are not sufficient to cover those costs with a margin that the Company considers reasonable. Such competitive pressures have resulted, and could result in the future, in downtime of certain paper production machines and, in some cases, accelerated depreciation or impairment charges for certain equipment as well as employee severance expenses associated with downsizing or restructuring activities.

EP segment is dependent upon a small number of customers for a significant portion of its sales; the loss of one or more of these customers could have a material adverse effect on the business.

Five EP customers, together with their respective affiliates and designated converters, accounted for over 14% of our net sales in 2021. The loss of one or more of these customers, or a significant reduction in their purchases, particularly those that impact our sales of LIP papers or Recon, could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, significant consolidation has occurred among our tobacco customers and may continue to occur, thereby increasing our dependence upon a fewer number of tobacco industry customers and increasing the negotiating leverage of those customers that remain. If any of our customers were to change suppliers, in-source production of Recon or cigarette papers (including those used to produce LIP cigarettes), institute significant cost-cutting measures or experience financial difficulty, then these customers may substantially reduce their purchases from us, which could adversely impact our financial condition, results of operations and cash flows. In addition, adverse results in the negotiation of any of our significant customer contracts, the terms of which are typically negotiated every one to three years, could significantly impact our financial condition, results of operations and cash flows.

We are dependent upon the availability of credit, and changes in interest rates can impact our business.

We supplement operating cash flow with bank borrowings under a secured credit agreement with a syndicate of banks. Borrowings under this agreement will mature in 2023, 2025, and 2028. To date, we have been able to access credit when needed and on commercially reasonable terms. However, deterioration of credit markets, including an economic crisis in the U.S. or elsewhere, whether or not caused by the U.S. or European debt ceiling, deficits and budget issues, could have an adverse impact on our ability to negotiate new credit facilities or access or renew our existing one. Constraints on the availability of credit, or the unavailability of credit at reasonable interest rates, would negatively impact our business, including potentially impairing our ability to declare dividends, conduct share buy-backs and make acquisitions.

Our secured credit facility contains certain financial covenants. In the event of material unforeseen events that impact our financial performance, particularly during a time when we have material amounts of debt, a situation could arise where we are unable to fully draw from our existing credit facility notwithstanding that there is otherwise available capacity.

Our credit facilities are secured by substantially all of the personal property of the Company and its domestic subsidiaries. In the event of a default on these agreements, substantially all of the assets of the Company could be subject to foreclosure or liquidation by the secured creditors.

We may utilize a combination of variable and fixed-rate debt consisting of short-term and long-term instruments. We selectively hedge our exposure to interest rate increases on our variable rate long-term debt when we believe that it is practical to do so. We have utilized various forms of interest rate hedge agreements, including interest rate swap agreements, forward rate agreements and cross currency swaps. There are inherent risks associated with interest rate hedges, including those associated with the movement of interest rates, counterparty risk and unexpected need to refinance debt, thus there can be no certainty that our hedging activities will be successful or

fully protect us from interest rate exposure. As of December 31, 2021, the percentage of the Company’s fixed and floating interest rate debt was 27% and 73%, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. Including the impact of these transactions, as of December 31, 2021, the percentage of the Company’s debt subject to fixed and floating rates of interest was 66% and 34%, respectively.

Our use of interest rate hedge agreements to manage risk associated with interest rate volatility may expose us to additional risks, including the risk that a counterparty to a hedge agreement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of interest rate hedge agreements typically involves costs, such as transaction fees or breakage costs.

The replacement of LIBOR with SOFR may adversely affect our results of operations.

Certain of our interest rate derivatives and a portion of our indebtedness bear interest at variable interest rates, which are primarily based on LIBOR. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates and will cease publication of U.S. dollar ("USD") LIBOR as of June 30, 2023. The Federal Reserve Board (“FRB”), Federal Deposit Insurance Corporation (“FDIC”), and Office of the Comptroller of the Currency (“OCC”) have issued supervisory guidance encouraging banks to cease entering into new contracts that use USD LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021. The Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has identified SOFR as its preferred alternative for USD LIBOR.. Because of inherent differences between LIBOR and SOFR, there is no assurance that SOFR will perform in the same way as LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR. SOFR may fail to gain market acceptance.

At this time, it is not possible to predict the effect the replacement of LIBOR with SOFR will have on the Company. However, the Company’s borrowing costs may be adversely affected by the replacement of LIBOR with SOFR. We may also incur expenses to amend and adjust our indebtedness and swaps to eliminate any differences between SOFR and any alternative reference rates used by our interest rate hedges and our outstanding indebtedness. Any of these occurrences could materially and adversely affect our borrowing costs, business and results of operations.

Our internal and external expansion plans and asset dispositions entail different and additional risks relative to the rest of our business.

From time to time, we consider acquisitions either within the tobacco industry or outside the industry in connection with our diversification initiatives. This acquisition activity could involve confidential negotiations that are not publicly announced unless and until those negotiations result in a definitive agreement. It is possible that an acquisition could adversely impact our results, credit ratings or the outlook of our business, due to, among other things, integration and employee retention challenges, contrasting company cultures and different information technology and reporting systems. Also, acquisition opportunities are limited and present risks of failing to achieve strategic objectives, smooth integrations or anticipated synergies or returns. There can be no assurance that we will be able to acquire attractive businesses on favorable terms, that we will realize the anticipated benefits or profits through acquisitions or that acquisitions will be accretive to our earnings. Changes in our portfolio of businesses, assets and products, whether through acquisition, disposition or internal growth, present additional risks, including causing us to incur unknown or new types of liabilities, subjecting us to new regulatory frameworks and new market risks, and acquiring operations in new geographic regions with challenging labor, regulatory and tax regimes. The potential future expansion of our AMS business unit or other operations could cause these operations to face additional competition from larger and more established competitors than is currently the case.

Our ability to dispose of idled assets and the value that may be obtained relative to their book value can result in significant impairment charges. Building a new plant or other facility or relocating, rebuilding or otherwise modifying existing production machinery is a major undertaking and entails a number of risks, including the

possibility that the contractors and sub-contractors who are expected to build the facility or rebuild the machine and supply the necessary equipment do not perform as expected, the possibility of cost overruns and delays, or that design defects or omissions cause the facility or machine to perform at less than projected efficiency or at less than projected capacity. In addition, commencement of production at a new site or at a rebuilt or relocated machine is time consuming and requires testing and acceptance by customers and potentially by regulators, of the facility and the products that are produced. Also, while we anticipate sufficient demand for the facility's or machine's output, there can be no assurances that the expected demand will materialize. For more information on our expansion plans, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.

We also expect to continue to expend resources to diversify and expand our product portfolio. Research and development and product diversification have inherent risks, including technical success, market acceptance, new regulations and potential liabilities. We cannot guarantee that such efforts will succeed, that we will not incur new or different liabilities or that we will achieve a satisfactory return on such expenditures.

We may not successfully integrate acquisitions or integrate other SWM operations into AMS and we may be unable to achieve anticipated cost savings or other synergies.

The integration of the operations of acquired companies involves a number of risks and presents financial, managerial, reporting, legal and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating information systems, financial reporting activities, employee retention and integrating and retaining management and personnel from acquired companies. Among these risks are potential loss of consumer awareness and demand for the acquired companies’ products based on the rebranding of those products under the Company’s legacy brand names. Additionally, we may not be able to achieve anticipated cost savings or commercial or growth synergies for a number of reasons, including contractual constraints and obligations or an inability to take advantage of expected commercial opportunities, inability to achieve increased operating efficiencies or commercial expansion of key technologies. The future success of AMS depends, in part, on our ability to attract additional management, retain key employees, integrate new personnel, operating and reporting systems as well as execute AMS’ growth strategy. Failure to successfully integrate acquired companies into AMS may have an adverse effect on our business, financial condition, results of operations, and cash flows.

Our restructuring activities are time-consuming and expensive and could significantly disrupt our business.

We have initiated significant restructuring activities in recent years, in Brazil, France, the Philippines and the U.S. that have become part of an overall effort to improve an imbalance between demand for our products and our production capacity as well as improve our profitability and the quality of our products. Restructuring of our existing operations, or as a result of acquisitions, involves issues that are complex, time-consuming and expensive and could significantly disrupt our business as well as garner review from regulatory authorities which could result in financial impacts to the Company. The challenges involved in executing the actions that are part of our ongoing and, potentially future, restructuring plans include:

•demonstrating to customers that the restructuring activities will not result in adverse changes in service standards or business focus;

•consolidating administrative infrastructure and manufacturing operations while maintaining adequate controls throughout the execution of the restructuring;

•preserving distribution, sales and other important relationships and resolving potential conflicts that may arise;

•estimating, managing and minimizing the cost of the restructuring activities;

•minimizing the diversion of management attention from ongoing business activities;

•maintaining employee morale, retaining key employees, maintaining reasonable collective bargaining agreements and avoiding strikes, work stoppages or other forms of labor unrest while implementing restructuring programs that often include reductions in the workforce;

•securing government approval of such plans, where necessary, and managing the litigation and associated liabilities that often are associated with restructuring actions;

•incurring costs associated with delays in restructuring activities caused by labor negotiations and/or governmental approvals;

•coordinating and combining operations, which may be subject to additional constraints imposed by collective bargaining agreements and local laws and regulations; and

•achieving the anticipated levels of net cost savings and efficiency as a result of the restructuring activities.

Our financial performance can be significantly impacted by the cost and availability of raw materials and energy and we may have limited ability to pass through increases in costs to our customers.

Raw materials are a significant component of the cost of the products that we manufacture. The cost of wood pulp, which is the largest component of the raw materials that we use in our EP segment, and some resins used by our AMS segment are highly cyclical and can be more volatile than general consumer or producer inflationary changes in the general economy. Also, in that same time period, the cost of polypropylene has fluctuated significantly based on a number of factors, including changes in global oil markets. As we periodically enter into agreements with customers under which we agree to supply products at fixed prices, unanticipated increases in the costs of raw materials, or the lack of availability of such raw materials (due to force majeure or other reasons), can significantly impact our financial performance. Even where we do not have fixed-price agreements, we generally cannot pass through increases in raw material costs in a timely manner and in many instances are not able to pass through the entire increase to our customers. Further, some of the resins we use in our AMS segment are only available from a single supplier, or a limited number of suppliers. Consequently, such supplier(s) can control the availability and thus the cost of the resins we use, notwithstanding any changes in the cost of oil. It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use.

Our manufacturing operations, in particular paper manufacturing, is energy-intensive. In the U.K., the European Union, China and in the U.S., availability of energy generally is reliable, although prices can fluctuate significantly based on demand. Western Europe is becoming significantly dependent on energy supplies from the Commonwealth of Independent States, which in the past has demonstrated a willingness to restrict or cut off supplies of energy to certain customers. The volume of oil or gas flowing through pipeline systems that ultimately connect to Western Europe also has been cut off or restricted in the past, and such actions can adversely impact the supply of energy to Western Europe and, consequently, the cost and availability of electricity to our European operations. In Brazil, because production of electricity is heavily reliant upon hydroelectric plants, availability of electricity can be, and has been in the past, affected by rain variations. Electricity in Brazil is also heavily taxed. Due to the competitive pricing of most of our products, we typically are unable to fully pass through higher energy costs to our customers. Periodically, when we believe it is advantageous to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced.

A failure of, or a security breach in, a key information technology system or process or other unusual events could compromise our information and expose us to liability, which could adversely affect our business; IT project delays and overruns are possible.

We rely extensively on information technology systems, some of which are managed by third-party service providers, to analyze, process and manage transactions and sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees. The secure processing and maintenance of this information is critical to our operations and business strategy and we rely heavily on the integrity of this data in managing our business. Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. In addition, social engineering and phishing are a particular concern. We are continuously working to install new, and to upgrade our existing, information technology systems and to provide employee awareness training around

phishing, malware and other cyber risks to ensure that we are protected, to the greatest extent possible, against cyber risks and security breaches.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or be breached due to employee or third-party error, malfeasance or other disruptions. To date, we have not had a significant cyber breach or attack that has had a material impact on our business. However, any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims, proceedings, or regulatory penalties, including penalties under EU privacy laws, and could disrupt our operations. Although we are insured against cyber risks and security breaches up to an annual aggregate limit, our liability insurance may be inadequate and may not fully cover the costs of any claim or any damages we might be required to pay, and we may not be able to obtain adequate liability insurance in the future on commercially desirable or reasonable terms or at all.

There are further risks associated with the information systems of companies we acquire, both in terms of systems compatibility, level of security and functionality. It may cost us significant money and resources to address these risks and we may fail to address them successfully, adversely impacting our financial condition, results of operations and cash flows.

From time to time, we undertake significant information technology systems projects, including enterprise resource planning updates, modifications and roll-outs. These projects are subject to cost overruns and delays. Not only could these cost overruns and delays impact our financial statements but a delay in the completion of a needed IT project could adversely impact our ability to run our business and make fully informed decisions.

We rely on a limited number of key employees, have had significant personnel turnover and have had difficulty in attracting and hiring qualified new personnel in some areas of our business.

The loss of any of our key employees, including our CEO and his direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows. Because a large part of our business is tied to the tobacco industry, we may also experience difficulty in retaining and hiring qualified executives and other personnel in our AMS segment, at corporate and/or in EP. We not only compete for talent with consumer products and other companies that enjoy greater social acceptance but also with larger, more established companies within the tobacco industry. As we diversify through acquisitions outside our tobacco-related operations, we run the risk of turnover of key personnel within the businesses we acquire as well as difficulty in finding and attracting first class talent in industry segments that are new to us. This could slow the growth of these businesses and impede our ability to find and complete synergistic acquisitions.

Our business depends upon good relations with our employees. Work stoppages, slowdowns or legal action by our unionized employees may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We employ approximately 5,100 employees, including certain manufacturing employees represented by unions. Although we believe that employee and union relations are generally positive, there is no assurance that this will continue in the future and problems or changes affecting employees in certain locations may affect relations with our employees at other locations. The risk of labor disputes, work stoppages or other disruptions in production could adversely affect us, especially in conjunction with potential restructuring activities. If we cannot successfully negotiate or renegotiate collective bargaining agreements, or if negotiations take an excessive amount of time, there may be a heightened risk of work stoppages and we may be unable to achieve planned operational efficiencies. Work stoppages may be caused by the inability of national unions and the governments of countries in which we operate from reaching agreement and are outside of our control. Any work stoppage or failure to reach agreements with our unions could have a material adverse effect on our customer relations, our productivity, the profitability of a manufacturing facility, our ability to develop new products and on our operations as a whole, resulting in an adverse impact on our business, financial condition, results of operations and cash flows.

Our business is subject to various environmental laws, regulations and related litigation that could impose substantial costs or other liabilities on us.

Additionally, in recent years, assessments of the potential impacts of climate change have begun to influence governmental authorities, consumer behavior patterns and the general business environment of the European Union and the United States. The implementation of these policies may require us to invest additional capital in our properties or it may restrict the availability of land we are able to develop. These changes, or other changes in other environmental laws or the interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation at our current or former facilities could lead to new or greater liabilities that could materially adversely affect our business, results of operations, cash flows or financial condition.

Although we are not aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities in France, the U.S. and elsewhere that have been operated over the course of many decades. Should the Company make material changes in the operations at a facility it is possible such changes could generate environmental obligations that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also face higher disposal and clean-up costs to replace equipment or facilities containing materials that were compliant when installed but are now considered contaminants. Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also incur environmental liabilities in connection with assets or businesses we may purchase in the future.

Increases in costs of pension benefits may reduce our profitability.

Our results of operations may be negatively affected by expenses we record for our defined benefit pension plans. Generally accepted accounting principles in the U.S., require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets, longevity of our current and former employees and other economic conditions, which may change based on changes in key economic indicators and mortality tables. We are required to make an annual measurement of plan assets and liabilities, which may result in increased funding obligations or negative changes in our stockholder equity. At the end of 2021, the combined projected benefit obligation of our U.S., U.K., and French pension plans had a net underfunding of $11.4 million. For a discussion regarding our pension obligations, see Note 18. Postretirement and Other Benefits of the Notes to Consolidated Financial Statements in Part II, Item 8 and "Other Factors Affecting Liquidity and Capital Resources" in Part II, Item 7. Although expense and pension funding contributions are not directly related, key economic factors that affect expense would also likely affect the amount of cash we would contribute to pension plans as required under the Employee Retirement Income Security Act ("ERISA") for U.S. plans. Failure to achieve expected returns on plan assets driven by various factors, which could include a continued environment of low interest rates or sustained market volatility, could also result in an increase to the amount of cash we would be required to contribute to pension plans.

We are subject to various legal actions and other claims.

We regularly are involved in legal actions and other claims arising in the ordinary course of business and otherwise. We are also subject to many laws and regulations around the world. Despite our efforts, we cannot guarantee that we are in compliance with every such law or regulation. Because of the complexity of Brazilian tax laws and court systems, legal actions are a particular risk that affects our Brazilian operations. Although we believe that our positions in pending disputes about state and federal taxes are correct and will ultimately be upheld by Brazilian courts, the outcome of legal proceedings is difficult to predict. An adverse result in one or more of these tax disputes could have a material adverse impact on our financial condition, results of operations and cash flows. We are also subject to other litigation in Brazil, including labor and workplace safety claims. Although we do not believe that any of the currently pending actions or claims against us will have a material adverse impact on our financial condition, results of operations and cash flows, we cannot provide any assurances in this regard. Information concerning some of these actions that currently are pending is contained in Note 20. Commitments and Contingencies, of the Notes to Consolidated Financial Statements and in Part I, Item 3, “Legal Proceedings” of this report. We also cannot give any assurances as to any litigation that might be filed against us in the future, including any claims relating to the alleged harmful effect of tobacco use on human health.

One portion of our business is dependent upon a single plant; further, we have limited cross redundancy across our facilities.

Sales of RTL products represent a substantial portion of our revenues and profits. We presently produce RTL at only one facility located in France and wrapper and binder products at only one facility located in Ancram, New York. In our AMS business, in order to enhance the protection of our trade secrets, critical proprietary dies used in a significant portion of our extruding operations are made with very limited personnel trained to manufacture them and very strict access to the equipment. Further, in order to achieve operational efficiencies, among other reasons, we have limited ability to shift production across our various facilities, thus the loss of production at one facility may not be able to be mitigated by increased production at another. Consequently, natural disasters, pandemics and other unusual events could cause the loss of, or interruption of operations for a significant length of time at, one or more of our facilities in six different countries, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Any loss or interruption of the operations of our facilities may harm our operating performance.

Our revenues depend on the effective operation of our manufacturing facilities. The operation of our facilities involves risks, including the breakdown, failure, or substandard performance of equipment, power outages, the improper installation or operation of equipment, explosions, fires, natural disasters, failure to achieve or maintain safety or quality standards, work stoppages, supply or logistical outages, and the need to comply with environmental and other directives of governmental agencies. Moreover, natural disasters, political crises, public health crises (such as the ongoing COVID-19 pandemic and the measures put in place to reduce its spread) or other unforeseen catastrophic events in any of the countries we operate may negatively impact our facilities, our supply chain or customers. If we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage of components, raw materials or parts even for a relatively short period of time could cause us to alter production schedules or suspend production entirely, which would adversely affect our business and results of operations. The occurrence of material operational problems, including, but not limited to, the above events, could cause the loss of, or interruption of, operations for a significant length of time, which could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, many of our operations require a reliable and abundant supply of water. Production facilities for our EP segment rely on a local water body or water source for their water needs and, therefore, are particularly sensitive to drought conditions or other natural or man-made interruptions to water supplies. At various times and for differing periods, we have had to modify operations at certain of our mills due to water shortages, water clarity, or low flow conditions in its principal water supplies. Any interruption or curtailment of operations at any of our production

facilities due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.

Fluctuations in construction and infrastructure spending can impact demand for certain of our products.

Demand for certain of our products depends on spending in the construction industry, both residential and non-residential, as well as infrastructure sectors. Spending in those sectors is impacted by numerous circumstances beyond our control including, but not limited to, interest rates, availability of financing, housing inventory, capital spending, corporate investment, local, federal and state regulations, as well as availability and commitment of public funds for municipal spending, capacity utilization and general economic conditions. Decreased spending in any of these sectors could have an adverse impact on our financial condition, results of operations, and cash flows during the duration of their down cycle.

Historically, we have experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program; however, these benefits may not continue indefinitely or at the same levels.

Historically, we have experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program as it relates to our tobacco operations that have supported our margins during periods of significant attrition in the tobacco industry. We expect to continue to achieve significant savings and benefits from this program; however, in light of continued industry attrition, execution risks and other factors, we may be unable to continue in the future to obtain savings and benefits in line with historical achievements, and our profitability and financial results could be adversely affected.

Similarly, though we have initiated implementation of this program in our AMS business operations in order to achieve margin improvements, due to the different company cultures of the acquisitions that make up a significant part of AMS and our continuing integration of these acquisitions, we may not be able to achieve the desired margin improvements through our operational excellence program at AMS.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2021, we operated a total of 38 production facilities on four continents.

Our principal production facilities as of December 31, 2021 are summarized below.


Geographic Region	AMS	EP
U.S.	16	2
Europe1	8	4
Asia/Pacific (including China)2	5	0
Americas (excluding U.S.)3	1	2

Total4	30	8

(1) The manufacturing site in Strykow, Poland serves both the AMS and EP segments.

(2) Does not include two sites owned by the two Chinese joint-ventures in which we have a non-controlling investment.

(3) Our leased facility in Manitoba, Canada was idled as of December 31, 2021.

(4) Includes leased sites as follows: United States - 8, Europe - 3, Asia/Pacific - 3, Americas - 1

We consider all of our facilities to be well-maintained, suitable for conducting our operations and business, and adequately insured.

Item 3. Legal Proceedings

General

We are involved in various legal proceedings relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims, product liability and other matters. We periodically review the status of these proceedings with both inside and outside counsel. We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year, but no assurances can be given in this regard. Below is a summary of major outstanding litigation.

Litigation

Brazil

SWM-Brazil "SWM-B" received assessments from the tax authorities of the State of Rio de Janeiro (the "State") for unpaid Imposto sobre Circulação de Mercadorias e Serviços ("ICMS") and Fundo Estadual de Combate à Pobreza ("FECP") value-added taxes on interstate purchases of electricity. The State issued four sets of assessments against SWM-B for periods from May 2006 through December 2017 (collectively the "Electricity Assessments"). SWM-B challenged all Electricity Assessments in administrative proceedings before the State tax council (in the Junta de Revisão Fiscal “first-level administrative court” and the Conselho de Contribuintes “administrative appellate court”) based on Resolution 1.610/89, which defers these taxes on electricity purchased by an "electricity-intensive consumer." In 2014, a majority of the administrative appellate court sitting en banc ruled against SWM-B in each of the first and second Electricity Assessments ($9.9 million based on the foreign currency exchange rate at December 31, 2021), and SWM-B is now pursuing challenges to these assessments in the State judicial system where SWM-B obtained preliminary injunctions against enforcement of both assessments. In March 2020, the first-level judicial court ruled in favor of SWM-B in the second Electricity Assessment, a decision that is now on appeal. The third Electricity Assessment was dismissed on technical grounds in 2018. Instead, in August 2018, the State filed revised third and fourth Electricity Assessments for a combined amount of $7.9 million. SWM-B filed challenges to these 2018 assessments in the first-level administrative court on the same grounds as the older cases, receiving unfavorable rulings from the courts in 2019. Both 2019 decisions are being appealed. The State issued a new regulation effective January 1, 2018 that only specific industries are “electricity-intensive consumers,” a list that excludes paper manufacturers. SWM-B contends this regulation shows that paper manufacturers were electricity-intensive consumers eligible to defer ICMS before 2018.

SWM-B cannot determine the outcome of the Electricity Assessments matters; as such so no loss has been accrued in our consolidated financial statements for them.

In December of 2000, SWM-B received two assessments from the tax authorities of the State for unpaid ICMS taxes on certain raw materials from January 1995 through October 1998 and from November 1998 through November 2000 (collectively, the "Raw Materials Assessments"). The Raw Materials Assessments concerned the accrual and use by SWM-B of ICMS tax credits generated from the production and sale of certain non-tobacco related grades of paper sold domestically. An adverse judgement was received during 2019 and a provision of $8.6 million (based on the foreign currency exchange rate at March 31, 2021) was recorded in Other Liabilities. On April 9, 2021, SWM-B resolved the Raw Materials Assessment by paying $2.6 million (based on the foreign currency exchange rate at March 31, 2021) under a tax amnesty program which reduced the tax liability by approximately 70%. All litigation is now concluded on this matter which is fully resolved. As the result of the favorable settlement, we recognized a total benefit of $6.1 million in the first quarter of 2021, of which $4.6 million was in Interest expense and $1.6 million was in Other expense, net.

Germany

Court to set the amount of damages for the infringement and Glatz has filed a counterclaim. Glatz has filed an action in the German Patent Court to invalidate the German part of EP1482815. The German Patent Court held that some of the patent claims at issue were invalid and also that another claim at issue was valid. The Company appealed the portion of the decision with respect to the claims held to be invalid. The German Supreme Court confirmed the German Patent Court decision on appeal. The cost, timing and outcome of intellectual property litigation can be unpredictable and thus no assurances can be given as to the outcome or impact on us of such litigation.

Environmental Matters

The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations.

Indemnification Matters

In connection with our spin-off from Kimberly-Clark in 1995, we undertook to indemnify and hold Kimberly-Clark harmless from claims and liabilities related to the businesses transferred to us that were not identified as excluded liabilities in the related agreements. As of December 31, 2021, there are no material claims pending under this indemnification.

Item 4. Mine Safety Disclosures

Not applicable.

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information. Since November 30, 1995, our common stock, $0.10 par value per share ("Common Stock") has been listed on the New York Stock Exchange, trading under the symbol "SWM." On February 23, 2022, our stock closed at $28.58 per share.

Performance Graph. The following graph compares the total cumulative stockholder return on our Common Stock during the period from December 31, 2016 through December 31, 2021, with the comparable cumulative total returns of the S&P SmallCap 600 Capped Materials Index and self-constructed peer group, both of which we consider to be reflective of the performance of the industries in which we operate. The peer group portfolio includes ten U.S. based materials companies including Berry Global Group Inc, Clearwater Paper Corp., Glatfelter Corp., Graphic Packing Holding Corp, Greif Inc., Neenah Inc., Rayonier Advanced Materials Inc., Sealed Air Corp, Essentra Plc, and Intertape Polymer Group Inc. In 2020, the peer group included Domtar Corp. and Lydall Inc., which were acquired during 2021 and are no longer peer group public entities. They are replaced with Essentra Plc, and Intertape Polymer Group Inc.

The graph assumes that the value of the investments in the Common Stock and each index were $100 on December 31, 2016, and that all dividends were reinvested. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

Comparison of Cumulative Five-Year Return

Holders. As of March 1, 2022, there were 1,449 stockholders of record.

Dividends. We have declared and paid cash dividends on our Common Stock every fiscal quarter since the second quarter of 1996. In 2021, 2020 and 2019, we declared and paid cash dividends totaling $1.76 per share, respectively. On February 23, 2022, we announced a cash dividend of $0.44 per share payable on March 25, 2022 to stockholders of record as of the close of business on March 11, 2022. Our credit agreement covenants require that we maintain

certain financial ratios, as disclosed in Note 14. Debt, of the Notes to Consolidated Financial Statements, none of which under normal business conditions materially limit our ability to pay such dividends. We will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.

Recent Sales of Unregistered Securities. We had no unregistered sales of equity securities during the fiscal year ended December 31, 2021.

Repurchases of Equity Securities. The following table indicates the cost of and number of shares of our Common Stock we have repurchased during 2021 and the remaining amount of share repurchases currently authorized by our Board of Directors as of December 31, 2021:


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs			Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs
				(# shares)	($ in millions)		($ in millions)
January 1-March 31, 2021	66,729	$	45.83	—	$	—	$	—
April 1-June 30, 2021	1,057	46.40		—	—		—
July 1-September 30, 2021	2,282	35.75		—	—		—
October 1-October 31, 2021	934	34.66		—	—		—
November 1-November 30, 2021	—	—		—	—		—
December 1-December 31, 2021	7,788	28.86		—	—		—
Total 2021	78,790	$	43.74	—	$	—	$	—

We sometimes use corporate 10b5-1 plans to allow for share repurchases to be made at predetermined stock price levels, without restricting such repurchases to specific windows of time. Any future common stock repurchases will be dependent upon various factors, including the stock price of our Common Stock, strategic opportunities, strategic outlook and cash availability. From time-to-time, certain of our officers and directors may sell shares pursuant to personal 10b5-1 plans.

Item 6. Selected Financial Data

The following selected financial data should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes within this Annual Report on Form 10-K. The results for 2021, 2020 and 2017 include results of operations of Scapa, Tekra and Conwed from the date of their acquisitions of April 15, 2021, March 13, 2020 and January 20, 2017, respectively. All dollar amounts are in millions except per share amounts, statistical data and ratios.


	For the Years Ended December 31,
	2021			2020			2019			2018			2017 (1)
Results of Operations
Net sales	$	1,440.0		$	1,074.4		$	1,022.8		$	1,041.3		$	982.1
Cost of products sold	1,109.7			766.1			732.8			762.8			698.7
Gross profit	330.3			308.3			290.0			278.5			283.4
Nonmanufacturing expenses	236.9			167.6			152.3			141.8			147.0
Restructuring & impairment expense	10.1			11.9			3.7			1.7			8.1
Operating profit	83.3			128.8			134.0			135.0			128.3
Income from continuing operations	88.9			83.8			85.8			94.8			34.4
(Loss) income from discontinued operations	—			—			—			(0.3)			0.1
Net income	$	88.9		$	83.8		$	85.8		$	94.5		$	34.5

Net income (loss) per share - basic:
Income from continuing operations	$	2.83		$	2.68		$	2.78		$	3.08		$	1.12
Loss from discontinued operations	—			—			—			(0.01)			—
Net income per share - basic	$	2.83		$	2.68		$	2.78		$	3.07		$	1.12

Net income per share - diluted:
Income from continuing operations	$	2.80		$	2.66		$	2.76		$	3.07		$	1.12
Loss from discontinued operations	—			—			—			(0.01)			—
Net income per share - diluted	$	2.80		$	2.66		$	2.76		$	3.06		$	1.12

Cash dividends declared and paid per share	$	1.76		$	1.76		$	1.76		$	1.73		$	1.69
EBITDA from continuing operations(2)	$	219.6		$	202.8		$	195.1		$	193.9		$	192.4
Adjusted EBITDA from continuing operations (2)	$	209.1		$	212.9		$	197.2		$	196.9		$	197.9
Percent of Net Sales
Gross profit	22.9		%	28.7		%	28.4		%	26.7		%	28.9		%
Nonmanufacturing expenses	16.4		%	15.6		%	14.9		%	13.6		%	15.0		%
Financial Position
Capital spending	$	35.9		$	30.1		$	28.6		$	27.0		$	37.2
Depreciation and amortization	92.7			72.2			57.7			61.6			59.5
Total assets	2,420.3			1,584.9			1,471.7			1,466.5			1,542.5
Total debt	1,270.3			593.3			542.7			622.1			684.2
Total debt to capital ratio	65.1		%	47.7		%	47.6		%	52.7		%	55.6		%

(1) In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost."

The amendment requires an employer to report the service cost component in the same line item or line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal from operations. The Company adopted this ASU effective January 1, 2018, utilizing the retrospective transition approach upon adoption. The adoption of this guidance resulted in a reclassification of the components of net periodic pension cost, other than service cost, from Cost of products sold and General expense to Other income (expense), net, in the Consolidated Statements of Income. The reclassification of these costs affects only the EP segment, as there are no pension costs associated with the AMS segment. For the years ended December 31, 2017, $3.6 million in pension expense were reclassified from Operating profit to Other expense in the consolidated statement of income for the 2017 period. The adoption of this guidance had no effect on Net income in the Consolidated Statements of Income and no effect on the other consolidated financial statements.

(2) Earnings before interest, taxes, depreciation and amortization ("EBITDA") from Continuing Operations is a non-GAAP financial measure that is calculated by adding interest expense, income tax provision and depreciation and amortization expense to income from continuing operations. Adjusted EBITDA from Continuing Operations is a non-GAAP financial measure that is calculated by adding restructuring and impairment expense, Loss (income) from equity affiliates and Other expense (income), inventory write-down expense related to plant closure, and litigation related expenses, net to EBITDA from continuing operations. We caution investors that amounts presented in accordance with our definitions of EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations in the same manner. We present EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Reconciliations to income from continuing operations are as follows ($ in millions):


	For the Years Ended December 31,
	2021		2020		2019		2018		2017
Income from continuing operations	$	88.9	$	83.8	$	85.8	$	94.8	$	34.4
Plus: Interest expense	46.1		30.5		36.1		28.2		26.9
Plus: Income tax (benefit) provision	(9.4)		18.4		15.2		10.7		69.6
Plus: Depreciation and amortization(1)	94.0		70.1		58.0		60.2		61.5
EBITDA from continuing operations	219.6		202.8		195.1		193.9		192.4
Plus: Restructuring and impairment expense	10.1		11.9		3.7		1.7		8.1
Plus: Acquisition and integration related costs	21.4		—		—		—		—
Plus: Acquisition related foreign currency exchange impacts	6.9		—		—		—		—
Plus: (Income) loss from equity affiliates	(6.4)		(4.9)		(4.1)		11.3		(2.5)
Plus: Other (income) expense, net	(41.2)		1.0		1.0		(10.0)		(0.1)
Plus: Inventory write-down expense related to plant closure	0.3		2.0		—		—		—
Plus: Litigation related expenses	(1.6)		—		1.5		—		—
Adjusted EBITDA from continuing operations	$	209.1	$	212.8	$	197.2	$	196.9	$	197.9

(1) Excludes amortization of certain items excluded from Depreciation and amortization for purposes of calculating EBITDA in accordance with our debt covenants totaling $1.3 million, $2.1 million, ($0.3) million, $1.4 million, and ($2.0) million in 2021, 2020, 2019, 2018, and 2017, respectively.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and the selected financial data included in Part II, Item 6, "Selected Financial Data" of this Annual Report on Form 10-K. The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and our future prospects. These statements are based on certain assumptions that we consider reasonable. For information about risks and exposures relating to us and our business, you should read the sections entitled "Factors That May Affect Future Results," in Part I, Item 1A of this Annual Report on Form 10-K and "Forward Looking Statements" at the end of this Item 7. Unless the context indicates otherwise, references to "SWM," the "Company," "we," "us," "our," or similar terms include Schweitzer-Mauduit International, Inc. and our consolidated subsidiaries.

This Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with an understanding of our recent performance, our financial condition and our prospects. The following will be discussed and analyzed:

• SUMMARY;

• CRITICAL ACCOUNTING POLICIES AND ESTIMATES;

• RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS;

• RESULTS OF OPERATIONS;

• LIQUIDITY AND CAPITAL RESOURCES;

• OTHER FACTORS AFFECTING LIQUIDITY AND CAPITAL RESOURCES;

• OUTLOOK; and

• FORWARD-LOOKING STATEMENTS.

COVID-19 Pandemic

We continue to monitor the impact of the COVID-19 pandemic (including its variant strains) on all aspects of our business. At present, all of our facilities remain operational. Furthermore, there have been only isolated and temporary customer shutdowns, and the Company is maintaining active dialogue with all key customers and suppliers regarding supply chain and production planning. Further, senior management is meeting regularly to address all aspects of the pandemic, including employee safety, continuity of business operations, sales and profit impacts directly or indirectly related to the pandemic, and potential governmental and third-party responses to the pandemic. Further details about the risks and impacts discussed in the section below can be found in the forward-looking statements.

In general, our business was resilient in the face of sales volatility and limited visibility during the early stages of the pandemic in 2020, while those areas that were most negatively affected, such as transportation and construction, began improving during the fourth quarter of 2020 and performed well during 2021. Full year 2021 double-digit sales growth in AMS, excluding the benefit of acquisitions, demonstrates the strength of the demand recovery. However, increased global economic activity and high demand across many industries has caused significant input cost inflation and strained supply chains, which have negatively impacted profitability (more detailed discussion below throughout MD&A).

Liquidity & Debt Overview. The Company had $1,270.3 million of total debt, $74.7 million of cash, and undrawn capacity on its $500.0 million revolving line of credit facility (the "Revolving Credit Facility") of $102.2 million at the end of 2021. Per the terms of the Company's $700.0 million credit agreement (the "Credit Agreement"), net leverage was 4.8x at the end of 2021, versus a current maximum covenant ratio of 5.5x. The Company’s nearest debt maturity is the Revolving Credit Facility which is due in 2023. Please refer to liquidity and capital resources section for additional detail.

SUMMARY

In 2021, SWM reported net income of $88.9 million on total net sales of $1,440.0 million. Compared to the prior year, net sales increased $365.6 million, due primarily to incremental sales from the April 2021 Scapa acquisition of $305.6 million and March 13, 2020 Tekra acquisition. Within AMS (excluding Scapa), the organic sales growth was driven by strong gains in filtration, transportation, and construction end-markets as product lines across the portfolio demonstrated robust demand. These gains were partially offset by a decline in healthcare sales caused by difficult comparisons to 2020 when certain products benefited significantly from the pandemic (for example, facemask materials). EP segment net sales decreased $21.6 million compared to prior year primarily the result of 4% unfavorable price/mix impacts and a 2% volume decline attributable to lower tobacco-related papers, including LIP, as certain customers reduced inventories following a significant safety stock build in 2020. Continued rapid growth in HnB products and 3% favorable currency benefits were partial favorable offsets to those factors within the EP segment.

Net income increased to $88.9 million in 2021 compared to $83.8 million in 2020. Escalating input cost inflation, particularly for polypropylene resin and wood pulp, and supply chain challenges across the business negatively impacted net income, as the cost increases were not fully offset by sales growth and price increases implemented by the Company. Several large items also affected the 2021 results and year-over-year comparisons. The most significant expenses related to the Scapa acquisition, including $21.4 million of acquisition and integration costs, $17.5 million incremental purchase accounting expenses, and $6.9 million of acquisition-related foreign currency exchange impacts. These costs were partially offset by a $35.2 million gain on the sales of the Spotswood, New Jersey facility, which was closed at the end of 2020. The company recognized $9.4 million benefit and $18.4 million provision for income taxes in the years ended December 31, 2021, and 2020, respectively.

Cash provided by operations was $58.1 million in 2021 down from $161.6 million in 2020. Other uses and proceeds of cash during 2021 included $630.6 million consideration to acquire Scapa, $688.6 million net in proceeds from long debt issuances and repayments, $55.3 million in cash dividends paid to SWM stockholders, $38.9 million of capital spending including capitalized software and $35.3 million proceeds from the sale of Spotswood.

CRITICAL ACCOUNTING ESTIMATES

We disclose those accounting estimates that we consider to be significant in determining the amounts to be utilized for communicating our consolidated financial position, results of operations and cash flows in the first note to our consolidated financial statements included elsewhere herein. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S., which require management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported and disclosure of contingencies. Changes in these estimates could have a material impact on our financial position, results of operations, and cash flows. We discussed with the Audit Committee of the Board of Directors the estimates and judgments made for each of the following items and our accounting for and presentation of these items in the accompanying financial statements:

Accounting for Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. The complexity of our global structure requires technical expertise in determining the allocation of income to each of these jurisdictions and consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Accounting Standards Codification Topic No. 740, Income Taxes ("ASC 740"), states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We (1) record unrecognized tax benefits as liabilities in accordance with ASC 740 and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

Revenue Recognition

We have two main sources of revenue: product sales and materials conversion. We recognize product sales revenues when control of a product is transferred to the customer. For the majority of product sales, transfer of control occurs when the products are shipped from one of our manufacturing facilities to the customer. The cost of delivering finished goods to our customers is recorded as a component of cost of products sold. Those costs include the amounts paid to a third party to deliver the finished goods. Freight costs billed to and paid by a customer are included in net sales. We also provide services to customers through the conversion of customer-owned raw materials into processed finished goods. In these transactions, we generally recognize revenue as processing is completed.

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Generally, we consider collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. If collectability is not considered to be probable, we defer recognition of revenue on satisfied performance obligations until the uncertainty is resolved. Any variable consideration, such as discounts or price concessions, is set forth in the terms of the contract at inception and is included in the assessment of the transaction price at the outset of the arrangement. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly. The transaction price is allocated to the individual performance obligations due under the contract based on the relative stand-alone fair value of the performance obligations identified in the contract. We typically use an observable price to determine the stand-alone selling price for separate performance obligations.

We do not typically include extended payment terms or significant financing components in our contracts with customers. Certain product sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As a practical expedient, we treat shipping and handling activities that occur after control of the good transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation.

Accounting for Contingencies

We accrue an estimated loss by taking a charge to income when the likelihood that a future event, such as a legal proceeding, will result in a loss or the incurrence of a liability is probable, and the amount of loss can be reasonably estimated. We disclose material contingencies if there is at least a reasonable possibility that a loss has been incurred. In determining whether a loss should be accrued, we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial condition, results of operations, and our cash flows.

For further information, please see "Litigation" in Part I, Item 3, "Legal Proceedings" and Note 20. Commitments and Contingencies, of the Notes to Consolidated Financial Statements.

Property, Plant and Equipment Valuation

Certain of our manufacturing processes are capital intensive; as a result, we make substantial investments in property, plant and equipment which are recorded at cost. Net property, plant and equipment comprised 19% of our total assets as of December 31, 2021. Property, plant and equipment is depreciated on the straight-line method over the estimated useful lives of the assets. Production machines and related equipment are not subject to substantial technological changes rendering them obsolete and are generally depreciated over estimated useful lives of 10 to 20 years. When indications of impairment exist, we assess the likelihood of recovering the cost of long-lived assets based on our expectation of future profitability and undiscounted cash flow of the related asset group. These factors, along with management's plans with respect to the operations, are considered in assessing the recoverability of property, plant and equipment. Changes in management's estimates and plans could significantly impact our financial condition, results of operations and cash flows.

As a result of excess capacity in the tobacco-related papers industry and increased purchased material and operating costs experienced in the last several years, competitive selling prices for certain of our products are not sufficient to cover our costs with a reasonable margin. Such competitive pressures have resulted in downtime of certain paper machines and, in some cases, accelerated depreciation or impairment of certain equipment, and employee severance.

We have also incurred restructuring costs in our AMS segment in pursuit of synergies from integrating our acquisitions. In recent years, we have restructured our operations to improve our competitiveness and profitability. As a result, we incurred significant charges related to asset impairments, accelerated depreciation and employee severances.

Management continues to evaluate how to operate our production facilities more effectively. Further restructuring actions are possible that might require additional impairments or accelerated depreciation of some equipment.

Business Combinations

Accounting for business combinations requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed ("net assets") at their acquisition date fair values. Goodwill is measured as the excess of consideration transferred over the net assets acquired at their respective fair values as of the acquisition date. The estimated fair values are based upon quoted market prices and widely accepted valuation techniques, which require significant estimates and assumptions including, but not limited to, estimating future cash flows and developing appropriate growth and discount rates. In particular, the estimated fair value of intangible assets acquired may consider available historical information along with expectations and assumptions about future performance. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. Changes in these assumptions may have a significant impact on the fair value of assets acquired and liabilities assumed. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill, based on new information obtained about the facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the values of net assets acquired, whichever comes first, any subsequent adjustments are recorded to our consolidated financial statements. See Note 5. Business Acquisitions, of the Notes to Consolidated Financial Statements for additional information.

Goodwill and Unamortized Intangible Assets

Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill is measured as the excess of consideration transferred over the net assets acquired at their respective fair values as of the acquisition date. Goodwill is tested for impairment at the reporting unit level. Fair value of a reporting unit is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. If the carrying amount of the reporting unit’s net assets exceeds its fair value, then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over its implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. The annual impairment tests performed on October 1, 2021, and 2020 did not indicate any impairment of goodwill.

Intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss would be indicated when estimated undiscounted future cash flows from the use of the asset are less than its carrying amount. An impairment loss would be measured as the difference between the fair value (based on discounted future cash flows) and the carrying amount of the asset. Estimated useful lives range from 10 to 23 years for customer relationships and 4 to 20 years for developed technology, patents and other intangible assets. Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with indefinite lives are reviewed for impairment following a method similar to the impairment testing for Goodwill. Testing of these assets is performed annually and whenever events and circumstances indicate that impairment may have occurred. The annual impairment tests performed on October 1, 2021, and 2020 did not indicate any impairment of intangible assets.

The fair value estimates used in the assessment of impairment for both goodwill and intangible assets consider historical trends in addition to significant assumptions including projections of future performance. Changes in these assumptions can have a significant impact on the assessment of fair value.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

For a discussion regarding recently adopted accounting pronouncements, see Recently adopted Accounting Pronouncements included in Note 2. Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS


	For the Years Ended December 31,
	2021 (1)		2020 (2)		2019
	($ in millions, except per share amounts)
Net sales	$	1,440.0	$	1,074.4	$	1,022.8
Cost of products sold	1,109.7		766.1		732.8
Gross profit	330.3		308.3		290.0
Selling expense	46.7		36.9		33.7
Research expense	20.3		13.8		13.5
General expense	169.9		116.9		105.1
Total nonmanufacturing expenses	236.9		167.6		152.3
Restructuring and impairment expense	10.1		11.9		3.7
Operating profit	83.3		128.8		134.0
Interest expense	46.1		30.5		36.1
Other income (expense), net	35.9		(1.0)		(1.0)
Income before income taxes and income from equity affiliates	73.1		97.3		96.9
(Benefit) provision for income taxes	(9.4)		18.4		15.2
Income from equity affiliates, net of income taxes	6.4		4.9		4.1


Net income	$	88.9	$	83.8	$	85.8

Net income per share basic:


Net income per share basic	$	2.83	$	2.68	$	2.78

Net income per share diluted:


Net income per share diluted	$	2.80	$	2.66	$	2.76

(1) Results during the year ended December 31, 2021 include Scapa from the April 15, 2021 acquisition date to December 31, 2021.

(2) Results during the year ended December 31, 2020 include Tekra from the March 13, 2020 acquisition date to December 31, 2020.

Year Ended December 31, 2021, Compared with the Year Ended December 31, 2020

Net Sales

(dollars in millions)



	2021		2020		Change		Percent Change

Advanced Materials & Structures	$	930.7	$	543.5	$	387.2	71.2	%
Engineered Papers	509.3		530.9		(21.6)		(4.1)
Total	$	1,440.0	$	1,074.4	$	365.6	34.0	%

Net sales were $1,440.0 million in 2021 compared with $1,074.4 million in 2020. The increase in net sales consisted of the following (dollars in millions):


	Amount		Percent

Incremental net sales from Scapa	$	305.6	28.4	%
Changes in volume, product mix and selling prices (excluding Scapa)	42.5		4.0	%
Changes due to net foreign currency impacts	17.7		1.6
Changes in royalties	(0.2)		—
Total	$	365.6	34.0	%

AMS segment net sales were $930.7 million for 2021 compared to $543.5 million during 2020. The increase of $387.2 million or 71.2% included the benefit from the Scapa acquisition (closed April 15, 2021), and Tekra acquisition (completed March 13, 2020). The increase in organic sales was driven by more than 20% gains in filtration and transportation end-markets with strong growth across water, process, and air filtration materials. Within transportation, automotive paint protection films rebounded sharply following Covid-related disruptions in 2020. Construction sales also increased by more than 10% with broad strength across the portfolio. Healthcare sales (excluding Scapa) declined due to certain products that benefited from COVID-19 related demand in the prior year, such as facemask materials. Industrial sales were essentially flat. While organic sales increased by more than 10%, management believes growth could have been even stronger if not for key raw material shortages constraining growth in transportation films, and other supply chain issues, including labor shortages, impacting the business overall.

The EP segment net sales were $509.3 million for 2021 compared to $530.9 million during 2020. The decrease of $21.6 million, or 4.1%, was primarily the result of a 2% volume decline, and unfavorable price/mix impacts of 4%, which were partially offset by a 3% currency benefit mainly related to the Euro. The volume decline was primarily attributable to lower tobacco-related papers, including LIP, as certain customers resumed more normalized order patterns compared to 2020, when they built safety stocks in response to the pandemic. High growth in HnB products offset declines within the tobacco business. Non-tobacco paper volumes increased slightly.

Gross Profit

(dollars in millions)




							Percent Change		Percent of Net Sales
	2021		2020		Change				2021		2020
Net sales	$	1,440.0	$	1,074.4	$	365.6	34.0	%	100.0	%	100.0	%
Cost of products sold	1,109.7		766.1		343.6		44.9		77.1		71.3
Gross profit	$	330.3	$	308.3	$	22.0	7.1	%	22.9	%	28.7	%

Gross profit for the year ended December 31, 2021, increased by $22.0 million, or 7.1%, to $330.3 million from $308.3 million in the prior year. AMS gross profit increased by $43.3 million primarily due to the incremental benefit of the acquired Scapa and Tekra businesses and strong organic sales growth in transportation, filtration, and construction end-markets. These sales increases were partially offset by higher raw material costs, primarily of polypropylene resin, which were not fully offset by selling price increases the Company has implemented. Other inflationary factors such as higher energy and freight costs also negatively affected the gross margin. In addition, the limited supply of certain specialty resins used to manufacture transportation films, has constrained growth of this product line, which is typically a positive contributor to margins.

In the EP segment, gross profit decreased by $21.3 million, primarily due to LIP volume decline and associated negative mix impact, significantly higher wood pulp costs, and increases in energy and freight costs. Contracts with several large customers have recently reset to higher selling prices to reflect recent wood pulp costs; these increases were not effective during most of 2021. Currency movements resulted in a $6.7 million benefit to gross profit.

Nonmanufacturing Expenses

(dollars in millions)




							Percent Change		Percent of Net Sales
	2021		2020		Change				2021		2020
Selling expense	$	46.7	$	36.9	$	9.8	26.6	%	3.2	%	3.4	%
Research expense	20.3		13.8		6.5		47.1		1.4		1.3
General expense	169.9		116.9		53.0		45.3		11.8		10.9
Nonmanufacturing expenses	$	236.9	$	167.6	$	69.3	41.3	%	16.4	%	15.6	%

Nonmanufacturing expenses in the year ended December 31, 2021, increased by $69.3 million, or 41.3%, to $236.9 million from $167.6 million in the prior year. The increase included $21.4 million of transaction and integration costs associated with the Scapa acquisition and the addition of ongoing SG&A costs from the acquired Scapa operations.

Restructuring and Impairment Expense

(dollars in millions)




								Percent of Net Sales
	2021		2020		Change		2021			2020
Advanced Materials & Structures	$	1.9	$	0.5	$	1.4		0.2	%		0.1	%
Engineered Papers	8.2		11.3		(3.1)			1.6			2.1
Unallocated expenses	—		0.1		(0.1)			—			—
Total	$	10.1	$	11.9	$	(1.8)		0.7	%		1.1	%

The Company incurred total restructuring and impairment expense of $10.1 million in the year ended December 31, 2021, compared to $11.9 million in the year ended December 31, 2020, a decrease of $1.8 million.

In the year ended December 31, 2021, restructuring expense in the EP segment included $4.7 million primarily relating to costs associated with closing the Spotswood, New Jersey facility and preparing it for sale, medical benefits and other accruals relating to the Spotswood facility as well as $0.8 million severance-related restructuring expenses associated with the closure of the Winkler facility in Canada. The EP segment also recognized $2.7 million of restructuring expenses in 2021 primarily related to severance accruals at our manufacturing operations in France.

In the year ended December 31, 2020, restructuring expense included $6.7 million in the EP segment relating to severance and other accruals as a result of the decision to shut down the Spotswood, New Jersey facility. The EP segment also recognized $4.6 million of restructuring expenses in 2020 primarily related to severance accruals at our manufacturing operations in France and Poland. These restructuring charges relate to ongoing cost optimization initiatives to remain competitive within the EP segment.

In the AMS segment, the Company recognized $1.9 million restructuring and impairment expense in the 2021 period related to equipment impairment charges versus $0.5 million in the 2020 period related to severance accruals.

Operating Profit

(dollars in millions)




							Percent Change		Return on Net Sales
	2021		2020		Change				2021		2020
Advanced Materials & Structures	$	61.6	$	64.8	$	(3.2)	(4.9)	%	6.6	%	11.9	%
Engineered Papers	100.5		116.8		(16.3)		(14.0)		19.7		22.0
Unallocated expenses	(78.8)		(52.8)		(26.0)		(49.2)
Total	$	83.3	$	128.8	$	(45.5)	(35.3)	%	5.8	%	12.0	%

Operating profit was $83.3 million in the year ended December 31, 2021, compared with $128.8 million during the prior year.

The AMS segment's operating profit in the year ended December 31, 2021, was $61.6 million compared to $64.8 million in the prior year period, down 4.9%. The margin declined to 6.6% in 2021 compared to 11.9% in the prior-year period. The decline was attributable to a combination of factors including inflation pressure and supply chain challenges which resulted in higher raw material, energy and freight costs. In addition, the limited supply of certain specialty resins used to manufacture transportation films has constrained growth of this product line, which is typically a positive contributor to margins. Purchase accounting expenses in 2021 were also $17.5 million higher than prior-year period as a result of Scapa acquisition.

The EP segment's operating profit in the year ended December 31, 2021, was $100.5 million, a decrease of $16.3 million, or 14.0%, from $116.8 million in the prior year. The decrease in operating profit and margin was primarily due to the LIP volume decline and associated negative mix impact, as well as significantly higher wood pulp costs and increases in energy and freight as discussed above. These decreases were partially offset by a total of $7.3 million lower restructuring expenses and other costs primarily related to the Spotswood plant shutdown. Currency movements resulted in a $5.7 million benefit to operating profit.

Unallocated expenses in the year ended December 31, 2021, were $78.8 million, up $26.0 million, or 49.2%, from the $52.8 million in the prior year period. The increase was primarily due to $21.4 million transaction and integration costs related to the Scapa acquisition, and $6.0 million of costs incurred within Scapa as shared services such as finance, HR, and IT, which were reported in the Company's segment financials as unallocated expenses. The Company incurred lower incentive compensation costs versus 2020.

Non-Operating Expenses, Net

Interest expense was $46.1 million in the year ended December 31, 2021, an increase of $15.6 million from $30.5 million in the year ended December 31, 2020. Excluding a benefit of $4.5 million prior year expense reversal related to the favorable settlement of Brazil tax assessments, the interest expense increased $20.1 million due mainly to higher average debt balances as a result of the Scapa acquisition.

The weighted average effective interest rate on our debt facilities was approximately 4.04% and 4.02% for the years ended December 31, 2021, and 2020, respectively.

Other income, net was $35.9 million during the year ended December 31, 2021 mainly reflecting a $35.2 million gain from the sale of the Spotswood facility, $4.0 million sale of carbon dioxide credits in France as well as $1.6 million favorable Brazil tax assessment settlement, offset by $6.9 million realized foreign currency loss related to timing of the Scapa acquisition cash settlement. Other expense, net was $1.0 million during the year ended December 31, 2020.

Income Taxes

The $9.4 million benefit and $18.4 million provision for income taxes in the years ended December 31, 2021, and 2020, respectively, resulted in an effective tax rate of (12.9)% compared with 18.9% in the prior year. The net change was primarily due to net favorable valuation allowance release and unfavorable mix of earnings.

Income from Equity Affiliates

Income from equity affiliates, net of income taxes, was $6.4 million in the year ended December 31, 2021, compared with income of $4.9 million during the prior year, and reflects the results of operations of CTM and CTS, driven by increased volumes.

Net Income and Income per Share

Net income in the year ended December 31, 2021, was $88.9 million, or $2.80 per diluted share, compared with $83.8 million, or $2.66 per diluted share, during the prior year period.

For a comparison of the Company’s results of operations for the year ended December 31, 2019 to the year ended December 31, 2020, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission on March 1, 2021.

LIQUIDITY AND CAPITAL RESOURCES

A major factor in our liquidity and capital resource planning is our generation of cash flow from operations, which is sensitive to changes in the mix of products sold, volume and pricing of our products, as well as changes in our production volumes, costs and working capital. Our liquidity is supplemented by funds available under our revolving credit facility with a syndicate of banks that is used as either operating conditions or strategic opportunities warrant.

Cash Requirements

As of December 31, 2021, $52.3 million of our $74.7 million of cash and cash equivalents was held by foreign subsidiaries. Cash paid for income taxes (net of refunds) was $22.4 million for the year ended December 31, 2021. We believe that our sources of liquidity and capital, including cash on-hand, cash generated from operations and our existing credit facilities, will be sufficient to finance our continued operations, our current growth plan, and dividend payments.

Cash Provided by Operations

Net cash provided by operations was $58.1 million in the year ended December 31, 2021, compared with $161.6 million in the prior year. The decrease was primarily related to unfavorable year-over-year movements in working capital related cash flows as well as cash costs related to advisory fees, transaction expenses, and integration costs all relating to the Scapa acquisition

Working Capital

As of December 31, 2021, we had net operating working capital of $366.7 million including cash and cash equivalents of $74.7 million, compared with net operating working capital of $232.3 million including cash and cash equivalents of $54.7 million as of December 31, 2020. These changes primarily reflect the impact of the Scapa acquisition, the timing of payments and collections as well as increased raw material prices and timing of shipments.

In 2021, net changes in operating working capital decreased cash flow by $61.4 million. In 2020, net changes in operating working capital decreased cash flow by $5.7 million. The most significant working capital related cash outflow item was related to higher receivables related to strong sales growth in AMS, and higher costs of inventories on hand related to significantly higher raw material prices.

Cash Used for Investing

Cash used for investing activities during 2021 was $636.5 million compared to $203.1 million in the prior year. The change primarily reflects the net $630.6 million consideration to acquire Scapa versus $169.3 million for Tekra in prior year.

Capital Spending

Capital spending including capitalized software was $38.9 million, and $33.3 million in 2021 and 2020, respectively. During 2021 and 2020 capital spending was primarily related to replacement and maintenance of aging assets, development of new products, rebuild of certain paper manufacturing lines, cost reduction initiatives, and IT infrastructure.

Cash Provided by (Used for) Financing Activities

During 2021, financing activities consisted primarily of $744.5 million proceeds from borrowings under the revolving credit facility, primarily to fund the Scapa acquisition including $350 million under the Term Loan B Facility and $343.0 million incremental borrowings of revolver loans, $55.3 million in cash paid for dividends declared to SWM stockholders, $55.9 million payments on long-term debt, $14.6 million payment for debt issuance costs associated with the amendment of our Credit Agreement as discussed in Note 14. Debt of the notes to the Consolidated Financial statements, the buyout of the leased property at Knoxville for $15.4 million and share repurchases of $3.4 million.

During 2020, financing activities consisted primarily of $212.7 million proceeds from borrowings under the revolving credit facility, primarily to fund the Tekra acquisition, net repayments on borrowings of $165.3 million, cash dividends of $55.0 million paid to SWM stockholders and share repurchases of $1.0 million.

Dividend Payments

We have declared and paid cash dividends on our common stock every fiscal quarter since the second quarter of 1996. On February 23, 2022, we announced a cash dividend of $0.44 per share payable on March 25, 2022, to stockholders of record as of the close of business on March 11, 2022. The covenants contained in our Indenture and Credit Agreement, each, as defined below in "Debt Instruments and Related Covenants," require that we maintain certain financial ratios, as disclosed in Note 14. Debt, of the Notes to Consolidated Financial Statements, none of which under normal business conditions materially limit our ability to pay such dividends. We will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.

Share Repurchases

In 2021 and 2020, we repurchased 78,790 shares and 27,779 shares, respectively, of our common stock at a cost of $3.4 million and $1.0 million, respectively, for the value of employees' stock-based compensation share awards surrendered to satisfy their personal statutory income tax withholding obligations.

Debt Instruments and Related Covenants


Debt Instruments and Related Covenants ($ in millions)	For the Years Ended December 31,
	2021		2020



Proceeds from issuances of long-term debt	744.5		212.7
Payments on long-term debt	(55.9)		(165.3)
Net proceeds from borrowings	$	688.6	$	47.4

Net proceeds from borrowings were $688.6 million during 2021.

On February 10, 2021, we amended our existing Credit Agreement to provide for an additional Term Loan Facility “Term Loan B” which provides for additional capacity of $350 million. See Note 14. Debt, of the Notes to Consolidated Financial Statements for additional information about the Term Loan B. The Credit Agreement was further amended effective February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio. See Note 25. Subsequent Event, of the Notes to Consolidated Financial Statements for additional information about the amendment.

Credit Agreement

On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provides for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). Subject to certain conditions, including the absence of a default or event of default under the Credit Agreement, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the financial covenants set forth in the Credit Agreement and the aggregate of such increases does not exceed $400.0 million. See Note 14. Debt, of the Notes to Consolidated Financial Statements, for more information.

Borrowings under the Revolving Credit Facility currently bear interest, at the Company’s option, at either (i) 2.25% in excess of LIBOR or (ii) 1.25% in excess of an alternative base rate. Borrowings under the Term Loan A Facility currently bear interest, at the Company’s option, at either (i) 2.50% in excess of LIBOR or (ii) 1.50% in excess of an alternative base rate. The Term Loan amortizes at the rate of 1.0% per year and will mature on September 25, 2025. Any borrowings under the Term Loan B Facility will bear interest, at the Company's option, at either (i) 3.75% in excess of a reserve adjusted LIBOR rate (subject to a minimum floor of 0.75%) or (ii) 2.75% in excess of an alternative base rate. Unused borrowing capacity under the Credit Agreement was $102.2 million as of December 31, 2021. We also had availability under our bank overdraft facilities and lines of credit of $1.8 million as of December 31, 2021.

Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.50x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 3.00x. The net debt to EBITDA ratio will decrease over the course of 24 months, returning to 4.50x effective as of June 30, 2023. In addition, borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly owned direct material domestic subsidiaries and by SWM Luxembourg.

The Company was in compliance with all of its covenants under the Credit Agreement at December 31, 2021. With the current level of borrowing and forecasted results, we expect to remain in compliance with our Credit Agreement financial covenants.

Our total debt to capital ratios, as calculated under the Credit Agreement, at December 31, 2021 and December 31, 2020 were 65.1% and 47.7%, respectively.

Indenture for 6.875% Senior Unsecured Notes Due 2026

On September 25, 2018, the Company closed a private offering of $350.0 million of 6.875% senior unsecured notes due 2026 (the “Notes”). The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and J.P. Morgan Securities LLC, as representative of the initial purchasers. The Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned subsidiaries that is a borrower under or that guarantees obligations under the Credit Agreement or that guarantees certain other indebtedness, subject to certain exceptions.

The Notes were issued pursuant to an Indenture, dated as of September 25, 2018 (the “Indenture”), by and among the Company, the guarantors listed therein and Wilmington Trust, National Association, as trustee. The Indenture provides that interest on the Notes will accrue from September 25, 2018, and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019, and the Notes mature on October 1, 2026.

The Company may redeem some or all of the Notes at any time on or after October 1, 2021, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the Notes, subject to certain conditions.

For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2020 and 2019, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission on March 1, 2021.

OTHER FACTORS AFFECTING LIQUIDITY AND CAPITAL RESOURCES

The following table represents our future contractual cash requirements for the next five years and thereafter for our long-term debt obligations and other commitments ($ in millions):


	Payments due for the years ended
Contractual Obligations	Total		2022		2023		2024		2025		2026		Thereafter
Current debt (1)	$	7.2	$	7.2	$	—	$	—	$	—	$	—	$	—
Long-term debt (2)	1,279.2		—		399.7		6.3		192.5		349.5		331.2
Debt interest (3)	250.4		53.9		52.2		44.3		43.3		35.1		21.6
Restructuring obligations (4)	6.2		3.9		0.5		0.5		0.4		0.3		0.6
Minimum operating lease payments (5)	29.8		8.5		6.0		5.0		3.7		2.3		4.3
Purchase obligations - raw materials (6)	55.0		51.3		2.7		1.0		—		—		—
Purchase obligations - energy (7)	43.1		37.5		2.4		0.5		0.5		0.5		1.7

Tax Act transition obligation (8)	18.8		2.2		4.1		5.5		7.0		—		—
Other contractual obligations (9) (10) (11)	5.0		5.0		—		—		—		—		—
Total	$	1,694.7	$	169.5	$	467.6	$	63.1	$	247.4	$	387.7	$	359.4

(1) Current debt excludes debt issuance costs of $3.9 million; see Note 14. Debt, of the Notes to Consolidated Financial Statements.

(2) Long-term debt excludes debt issuance costs of $12.1 million in unamortized discount on the senior unsecured notes; see additional information regarding long-term debt in Note 14. Debt, of the Notes to Consolidated Financial Statements.

(3) The amounts reflected in debt interest are based upon the short-term and long-term scheduled principal maturities and interest rates in effect as of December 31, 2021. Where specific maturities are not stated, such as for an overdraft line-of-credit, a repayment date coinciding with the end of the year was used for purposes of these calculations. With respect to our variable-rate debt outstanding at December 31, 2021, a 100 basis point increase in interest rates would increase our debt interest obligation by $4.4 million in 2022, taking into account the effect of the interest rate hedge transactions the Company has entered into as of December 31, 2021. For more information regarding our outstanding debt and associated interest rates, as well as hedging strategies in place which serve to fix the interest rate on a large portion of our debt, see Note 14. Debt, of the Notes to Consolidated Financial Statements.

(4) Restructuring obligations are more fully discussed in Note 13. Restructuring and Impairment Activities, of the Notes to Consolidated Financial Statements.

(5) Minimum operating lease payments relate to our future minimum obligations under non-cancelable operating leases having an initial or remaining term in excess of one year as of December 31, 2021.

(6) Minimum purchase obligations for raw materials include our calcium carbonate purchase agreement at our plant in Quimperlé, France. See Note 20. Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.

(7) Purchase obligations for energy including natural gas, electricity, and steam. See Note 20. Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.

(8) On December 22, 2017, the United States enacted the Tax Act into law, which requires a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. Companies may elect to pay the tax over eight years based on an installment schedule outlined in the Tax Act. We have made this election and have reflected our transition tax due by year as a contractual obligation. See Note. 17. Income Taxes, of the Notes to Consolidated Financial Statements for additional information.

(9) Other contractual obligations relate to commitments for capital projects. Other contractual obligations exclude $9.8 million of unrecognized tax benefits associated with uncertain tax positions for which there is no contractual obligation. We had no other long-term liabilities as defined for purposes of this disclosure by the SEC as of December 31, 2021.

(10) Other contractual obligations do not include any amounts for our pension obligations. The pension obligations are funded by our separate pension trusts, which held $335.4 million in assets at December 31, 2021. The combined projected benefit obligation ("PBO") of our U.K., U.S. and French pension plans was underfunded by $11.4 million and $25.7 million as of December 31, 2021, and 2020, respectively. We make contributions to our pension trusts based on many factors including regulatory guidelines, investment returns of the trusts and availability of cash for pension contributions versus other priorities. We expect 2022 funding to be in compliance with the Pension Protection Act of 2006. For information regarding our long-term pension obligations and trust assets, see Note 18. Postretirement and Other Benefits, of the Notes to Consolidated Financial Statements.

(11) Other contractual obligations do not include any amounts for our postretirement healthcare and life insurance benefits. Such payments are dependent upon our retirees incurring costs and filing claims; therefore, future payments are uncertain. Our net payments under these plans were insignificant for the years ended December 31, 2021, and 2020, respectively. Based on this past experience, we currently expect our share of the net payments during 2021 to be insignificant.

OUTLOOK

For the AMS segment, we expect our growth outlook to be driven by macro factors affecting our served end-markets, including healthcare, filtration, transportation, construction, and industrial, as well as industry demand for many of our key applications. We expect water and other specialty filtration applications, surface protection products within transportation, and our healthcare products to deliver growth exceeding GDP, or other global growth benchmarks, over the long-term due to the relative strong demand for the specific products we provide. Generally, we believe that our sales into the construction and industrial end-markets will perform relatively in line with long-term broad economic growth in the U.S. and to some extent Europe and China. Excluding potential impacts from raw material price movements across both operating segments, the Company generally projects profit growth in the AMS segment as a result of expected organic sales growth. For the EP segment, we expect our performance to be driven by macro factors, such as the expected long-term trend of reduced cigarette consumption and foreign exchange movements, and the potential regulatory changes in the tobacco industry or tax-related price increases. Following the Scapa acquisition, given AMS’s increased relative size compared to EP, the Company believes it is now better positioned to deliver long-term organic sales and profit growth.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created by that Act and other legal protections. Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects (including international growth), the cost and timing of our restructuring actions, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, the impact of the COVID-19 pandemic on our operations, profitability, and cash flow, the expected benefits and accretion of the Scapa acquisition and integration and other statements generally identified by words such as "believe," "expect," "intend," "guidance," "plan," "forecast," "potential," "anticipate," "confident," "project," "appear," "future," "should," "likely," "could," "may," "will," "typically" and similar words.

These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company’s business shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. No assurance can be given that such expectations will prove to have been correct and persons reading this presentation are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this press release. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that may cause actual results to differ materially from our expectations as of the date of this report. These risks include, among other things, those set forth in Part I, Item 1A. "Risk Factors" of this report as well as the following factors:

•Risks associated with pandemics and other public health emergencies, including the continued impact of, and the governmental and third-party response to, the COVID-19 pandemic and its variant strains (including any proposed new regulation concerning mandatory COVID-19 vaccination of employees);

•Changes in sales or production volumes, pricing and/or manufacturing costs of Recon products, cigarette paper (including for LIP cigarettes), including any change by our customers in their tobacco and tobacco-related blends for their cigarettes, their target inventory levels and/or the overall demand for their products, new technologies such as e-cigarettes, inventory adjustments and rebalancings in our EP segment. Additionally, competition and changes in AMS end-market products due to changing customer demands;

•Changes in the Chinese economy, including relating to the demand for reconstituted tobacco, premium cigarettes and netting and due to impact of tariffs;

•Risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company's understanding of, and entry into, new industries and technologies;

•Changes in the source and intensity of competition in our commercial segments;

•Our ability to attract and retain key personnel;

•Weather conditions, including potential impacts, if any, from climate change, known and unknown, seasonality factors that affect the demand for virgin tobacco leaf and natural disasters or unusual weather events;

•Seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods;

•Increases in commodity prices and lack of availability of such commodities, including energy, wood pulp and resins, which could impact the sales and profitability of our products;

•Adverse changes in the oil, gas, automotive, construction and infrastructure, and mining sectors impacting key AMS segment customers;

•Increases in operating costs due to inflation or otherwise, such as labor expense, compensation and benefits costs;

•Employee retention and labor shortages;

•Changes in employment, wage and hour laws and regulations in the U.S., France and elsewhere, including the loi de Securisation de l'emploi in France, unionization rule and regulations by the National Labor Relations Board in the U.S., equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws;

•Labor strikes, stoppages, disruptions or other disruptions at our facilities;

•The impact of tariffs, and the imposition of any future additional tariffs and other trade barriers, and the effects of retaliatory trade measures;

•Existing and future governmental regulation and the enforcement thereof, for example relating to the tobacco industry, taxation and the environment (including the impact thereof on our Chinese joint ventures);

•New reports as to the effect of smoking on human health or the environment;

•Changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro and Real) and on interest rates;

•The phasing out of USD LIBOR rates after 2023 and the replacement with SOFR;

•Changes in the manner in which we finance our debt and future capital needs, including potential acquisitions;

•The success of, and costs associated with, our current or future restructuring initiatives, including the granting of any needed governmental approvals and the occurrence of work stoppages or other labor disruptions;

•Changes in the discount rates, revenue growth, cash flow growth rates or other assumptions used by the Company in its assessment for impairment of assets and adverse economic conditions or other factors that would result in significant impairment charges;

•Supply chain disruptions, including the failure of one or more material suppliers, including energy, resin and pulp suppliers, to supply materials as needed to maintain our product plans and cost structure;

•International conflicts and disputes, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions;

•Compliance with the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations;

•The pace and extent of further international adoption of LIP cigarette standards and the nature of standards so adopted;

•Risks associated with our 50%-owned, non-U.S. joint ventures relating to control and decision-making, compliance, accounting standards, transparency and customer relations, among others;

•A failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty;

•The number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs, including those in Brazil, France and Germany;

•The outcome and cost of the LIP-related intellectual property litigation against Glatz in Europe;

•Risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely;

•Risks associated with acquisitions or other strategic transactions, including acquired liabilities and restrictions, retaining customers from businesses acquired, achieving any expected results or synergies from acquired businesses, complying with new regulatory frameworks, difficulties in integrating acquired businesses or implementing strategic transactions generally and risks associated with international acquisition transactions, including in countries where we do not currently have a material presence;

•Risks associated with dispositions, including post-closing claims being made against us, disruption to our other businesses during a sale process or thereafter, credit risks associated with any buyer of such disposed assets and our ability to collect funds due from any such buyer;

•Risks associated with our global asset realignment initiatives, including: changes in tax law, treaties, interpretations, or regulatory determinations; audits made by applicable regulatory authorities and/or our auditor; and our ability to operate our business in a manner consistent with the regulatory requirements for such realignment;

•Increased taxation on tobacco-related products;

•Costs and timing of implementation of any upgrades or changes to our information technology systems;

•Failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information;

•Changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities;

•Changes in construction and infrastructure spending and its impact on demand for certain products;

•Potential loss of consumer awareness and demand for acquired companies’ products if it is decided to rebrand those products under the Company’s legacy brand names; and

•Other factors described elsewhere in this document and from time to time in documents that we file with the SEC.

All forward-looking statements made in this document are qualified by these cautionary statements. Forward-looking statements herein are made only as of the date of this document, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Changes in foreign currency exchange rates may have an impact on our operating profit. Since we transact business in many countries, some of our sale and purchase transactions are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currencies in which the transaction is denominated versus the local currency of our operation into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenue or cost related to such transaction and thus have an effect on our operating profit. Currency transaction risk is mitigated partially in France as some of the revenue and expense transactions of our French subsidiaries are denominated in U.S. dollars, providing a degree of natural hedging. Our Brazilian and Polish operations are more fully exposed to currency transaction risk, especially as a result of U.S. dollar and euro denominated sales, respectively.

Additionally, changes in foreign currency exchange rates may have an impact on the amount reported in Other (expense) income, net. Once the above-indicated receivables and payables from the sale and purchase transactions have been recorded, to the extent currency exchange rates change prior to settlement of the balance, a gain or loss on the non-local currency denominated asset or liability balance may be experienced, in which case such gain or loss is included in Other (expense) income, net.

We utilize forward and swap contracts and, to a lesser extent, option contracts to selectively hedge our exposure to foreign currency transaction risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes because the gains or losses incurred on the derivative instrument will offset, in whole or in part, the loss or gain on the underlying foreign currency exposure. These instruments are entered into with money center banks, insurance companies or government agencies, collectively known as counterparties. We expect to continue to apply foreign currency hedging in our Brazilian and Polish operations for the foreseeable future. As of December 31, 2021, a 10% unfavorable change in the exchange rate of our functional currencies and those of our subsidiaries against the prevailing market rates of non-local currencies involving our transactional exposures would have resulted in a net pre-tax loss of approximately $5.9 million. These hypothetical gains or losses on foreign currency transactional exposures are based on the December 31, 2021, rates and the assumed rates. While we believe the above loss resulting from the hypothetical unfavorable changes in foreign currency exchange rates could be material to our results of operations, we reduce this risk by selectively hedging our exposure when it is practical and economical to do so.

Interest Rate Risk

We may utilize a combination of variable-rate and fixed-rate debt consisting of short-term and long-term instruments. We selectively hedge our exposure to interest rate increases on our variable-rate, long-term debt when it is practical and economical to do so. We have utilized various forms of interest rate hedge agreements, including interest rate swap agreements and forward rate agreements. We utilize variable-to-fixed interest rate swap agreements, typically with contractual terms no longer than 60 months, which serve to convert a portion of our outstanding variable rate debt to a fixed rate. Various outstanding interest-bearing instruments are sensitive to changes in interest rates. With respect to our variable-rate debt outstanding at December 31, 2021, a 100 basis point increase in interest rates would result in a $4.4 million decrease to our future annual pre-tax earnings, taking into account the effect of the interest rate hedge transactions the Company has entered into as of December 31, 2021. As of December 31, 2021, the percentage of the Company’s fixed and floating interest rate debt was 27% and 73%, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. See Note 15. Derivatives, of the Notes to Consolidated Financial Statements for additional information. Including the impact of these transactions, as of December 31, 2021, the percentage of the Company’s debt subject to fixed and floating rates of interest was 66% and 34%, respectively.

Commodity Price Risk

We are subject to commodity price risks from our purchases of raw materials, including resin and wood pulp. Resin is the largest single component of raw material cost in the AMS segment and wood pulp is our largest single component of raw material cost in our EP segment. The per pound price of resin is volatile and may impact the future results of our AMS segment. Additionally, the per ton cost of wood pulp is cyclical in nature and more volatile than general inflation. During the period from January 2016 through December 2021, the U.S. list price of northern bleached softwood kraft pulp ("NBSK") a representative pulp grade that we use, ranged between $900 to $1,600 per ton. The average list price of NBSK for the year of 2021 was $1,480 per ton. We normally maintain approximately 50 to 90 days of inventories to support our operations. As a result, there is a lag in the impact of changes in the per ton list price of resin and wood pulp on our cost of products sold.

In our AMS segment, we utilize a variety of commodity grade and specialty resins, including a selection of specialized high temperature engineering grade resins. Certain of these specialty resins are significantly more expensive than commodity grade resins. Resin prices fluctuate significantly and can impact profitability. As we periodically enter into agreements with customers under which we agree to supply products at fixed prices, unanticipated increases in the costs of raw materials, or the lack of availability of such raw materials (due to force majeure or other reasons), can significantly impact our financial performance. Even where we do not have fixed-price agreements, we generally cannot pass through increases in raw material costs in a timely manner and in many instances are not able to pass through the entire increase to our customers. Further, some of the resins we use in our AMS segment are only available from a single supplier, or a limited number of suppliers. Consequently, such supplier(s) can control the availability and thus the cost of the resins we use, notwithstanding any changes in the cost of oil. It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use. Commodity grade resin prices typically correlate with crude oil prices while specialty resin prices often do not. To date, we have not utilized derivative instruments to manage this risk. With respect to our commodity price risk, a hypothetical 10% change in per ton resin prices would impact our future annual pre-tax earnings by approximately $25.8 million, assuming no compensating change in our selling prices.

Selling prices of our paper products are influenced, in part, by the market price for wood pulp, which is determined by worldwide industry supply and demand. Generally, over time, we have been able to increase our selling prices in response to increases in per ton wood pulp costs and have generally reduced our selling prices when wood pulp costs have significantly declined. Increases in prices of wood pulp could adversely impact our earnings if selling prices are not increased or if such increases do not fully compensate for or trail the increases in wood pulp prices. We have not utilized derivative instruments to manage this risk. With respect to our commodity price risk, a hypothetical 10% change in per ton wood pulp prices would impact our future annual pre-tax earnings by approximately $4.4 million, assuming no compensating change in our selling prices.

We believe that, while our exposure to commodity price risk is material to our results of operations, our customers understand such risk and over time changes in the price of the commodities used in our manufacturing processes are typically reflected in selling prices.

Energy Supply and Cost Volatility

In Western Europe, Poland, China and in the U.S., availability of energy is generally reliable, although prices can fluctuate significantly based on variations in demand. In Brazil, where that country's production of electricity is heavily reliant upon hydroelectric plants, availability of electricity has been affected in the past by rain variations. Although our Brazilian business currently has a sufficient supply of energy to continue its current level of operation, there can be no assurance that we will have sufficient electricity in the future, or that costs will remain stable.

Due to the competitive pricing in the markets for most of our products, we are typically unable to fully pass-through higher energy costs to our customers. With respect to our purchased energy price risk, a hypothetical 10% change in per unit prices would impact our future annual pre-tax earnings by approximately $5.0 million, assuming no compensating change in our selling prices.

Periodically, when we believe it is appropriate to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


			Page
Consolidated Financial Statements
Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019			59
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019			60
Consolidated Balance Sheets as of December 31, 2021 and 2020			61
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2021, 2020 and 2019			62
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019			63
Notes to Consolidated Financial Statements			64
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			108

Schedules have been omitted because they are either not required, not applicable or the required information is included in the consolidated financial statements or notes thereto.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share amounts)


	For the Years Ended December 31,
	2021		2020		2019


Net sales	$	1,440.0	$	1,074.4	$	1,022.8
Cost of products sold	1,109.7		766.1		732.8
Gross profit	330.3		308.3		290.0

Selling expense	46.7		36.9		33.7
Research expense	20.3		13.8		13.5
General expense	169.9		116.9		105.1
Total nonmanufacturing expenses	236.9		167.6		152.3

Restructuring and impairment expense	10.1		11.9		3.7
Operating profit	83.3		128.8		134.0
Interest expense	46.1		30.5		36.1
Other income (expense), net	35.9		(1.0)		(1.0)
Income before income taxes and income from equity affiliates	73.1		97.3		96.9

(Benefit) provision for income taxes	(9.4)		18.4		15.2
Income from equity affiliates, net of income taxes	6.4		4.9		4.1


Net income	$	88.9	$	83.8	$	85.8

Net income per share - basic:


Net income per share – basic	$	2.83	$	2.68	$	2.78

Net income per share – diluted:


Net income per share – diluted	$	2.80	$	2.66	$	2.76

Weighted average shares outstanding:

Basic	31,030,400		30,832,700		30,652,200

Diluted	31,400,300		31,104,200		30,838,300

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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in millions)




	For the Years Ended December 31,
	2021		2020		2019
Net income	$	88.9	$	83.8	$	85.8
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(24.4)		16.6		1.8
Less: Reclassification adjustment for realized translation adjustments	—		(0.1)		(0.9)

Unrealized gain (loss) on derivative instruments	6.1		(11.6)		1.6
Less: Reclassification adjustment for loss (gain) on derivative instruments included in net income	5.1		2.0		(4.5)

Net gain (loss) from postretirement benefit plans	3.3		(0.1)		0.6
Less: Amortization of postretirement benefit plans' costs included in net periodic benefit cost	2.8		3.9		3.3
	(7.1)		10.7		1.9
Comprehensive income	$	81.8	$	94.5	$	87.7

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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except per share amounts)


	December 31, 2021		December 31, 2020
ASSETS
Cash and cash equivalents	$	74.7	$	54.7
Accounts receivable, net	238.0		148.5
Inventories	259.5		179.7
Income taxes receivable	10.0		6.2


Other current assets	12.4		7.3
Total current assets	594.6		396.4

Property, plant and equipment, net	463.9		339.0
Deferred income tax benefits	33.9		2.6
Investment in equity affiliates	64.6		59.3
Goodwill	648.3		403.7
Intangible assets, net	513.9		314.7
Other assets	101.1		69.2
Total assets	$	2,420.3	$	1,584.9

LIABILITIES AND STOCKHOLDERS' EQUITY
Current debt	$	3.2	$	2.8
Accounts payable	116.0		60.5
Income taxes payable	2.6		2.7

Accrued expenses	109.3		100.9
Total current liabilities	231.1		166.9

Long-term debt	1,267.1		590.5
Long-term income tax payable	16.6		17.7
Pension and other postretirement benefits	39.0		36.5
Deferred income tax liabilities	95.1		45.1
Other liabilities	89.2		78.6
Total liabilities	1,738.1		935.3
Stockholders' equity:
Preferred stock, $0.10 par value per share; 10,000,000 shares authorized; None issued or outstanding	—		—
Common stock, $0.10 par value per share; 100,000,000 shares authorized; 31,449,563 and 31,324,745 shares issued and outstanding at December 31, 2021 and 2020, respectively	3.1		3.1
Additional paid-in-capital	101.7		92.2
Retained earnings	696.4		666.2
Accumulated other comprehensive loss	(119.0)		(111.9)
Total stockholders' equity	682.2		649.6
Total liabilities and stockholders' equity	$	2,420.3	1,584.9

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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(dollars in millions, except per share amounts)


	Common Stock Issued
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance, December 31, 2018	30,771,244	$	3.1	$	71.1	$	608.2	$	(124.5)	$	557.9
Cumulative effects of change in accounting standards	—	—		—		(0.3)		—		(0.3)
Net income	—	—		—		85.8		—		85.8
Other comprehensive income, net of tax	—	—		—		—		1.9		1.9
Dividends declared ($1.76 per share)	—	—		—		(54.4)		—		(54.4)
Restricted stock issuances, net	147,113	—		—		—		—		—
Stock-based employee compensation expense	—	—		7.6		—		—		7.6

Stock issued to directors as compensation	3,601	—		0.1		—		—		0.1
Purchases and cancellation of common stock	(25,297)	—		—		(0.9)		—		(0.9)
Balance, December 31, 2019	30,896,661	$	3.1	$	78.8	$	638.4	$	(122.6)	$	597.7

Net income	—	—		—		83.8		—		83.8
Other comprehensive income, net of tax	—	—		—		—		10.7		10.7
Dividends declared ($1.76 per share)	—	—		—		(55.0)		—		(55.0)
Restricted stock issuances, net	302,705	—		—		—		—		—
Stock-based employee compensation expense	—	—		8.6		—		—		8.6
Modification to director stock-based compensation	—	—		4.0		—		—		4.0
Stock issued to directors as compensation	3,689	—		0.8		—		—		0.8
Deferred compensation directors stock trust	149,469	—		—		—		—		—
Purchases and cancellation of common stock	(27,779)	—		—		(1.0)		—		(1.0)
Balance, December 31, 2020	31,324,745	$	3.1	$	92.2	$	666.2	$	(111.9)	$	649.6

Net income	—	—		—		88.9		—		88.9
Other comprehensive loss, net of tax	—	—		—		—		(7.1)		(7.1)
Dividends declared ($1.76 per share)	—	—		—		(55.3)		—		(55.3)
Restricted stock issuances, net	201,261	—		—		—		—		—
Stock-based employee compensation expense	—	—		8.4		—		—		8.4

Stock issued to directors as compensation	2,347	—		1.1		—		—		1.1

Purchases and retirement of common stock	(78,790)	—		—		(3.4)		—		(3.4)
Balance, December 31, 2021	31,449,563	$	3.1	$	101.7	$	696.4	$	(119.0)	$	682.2

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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(dollars in millions)


	For the Years Ended December 31,
	2021		2020		2019


Operations
Net income	$	88.9	$	83.8	$	85.8


Non-cash items included in net income:
Depreciation and amortization	92.7		72.2		57.7
Impairments	1.6		—		1.1
Deferred income tax benefit	(27.0)		(5.2)		(3.4)
Pension and other postretirement benefits	0.7		3.7		2.6
Stock-based compensation	8.5		8.8		7.7
Income from equity affiliates	(6.4)		(4.9)		(4.1)
Brazil tax assessment accruals, net	(6.1)		—		10.9

Gain on sale of assets	(35.3)		—		(0.3)
Long-term income tax payable	—		(0.5)		(0.6)


Cash dividends received from equity affiliates	3.3		2.7		2.6
Other items	(1.4)		6.7		2.1
Changes in operating working capital:
Accounts receivable	(28.1)		(5.3)		10.8
Inventories	(31.4)		(3.5)		(11.2)
Prepaid expenses	0.7		0.6		(0.2)
Accounts payable and other current liabilities	3.5		(5.3)		1.8

Accrued income taxes	(6.1)		7.8		(3.0)
Net changes in operating working capital	(61.4)		(5.7)		(1.8)
Net cash provided by operating activities of:


Cash provided by operations	58.1		161.6		160.3
Investing
Capital spending	(35.9)		(30.1)		(28.6)
Capitalized software costs	(3.0)		(3.2)		(5.5)
Acquisitions, net of cash acquired	(630.6)		(169.3)		—

Proceeds from sale of assets	35.3		0.5		14.7
Other investing	(2.3)		(1.0)		4.6
Cash used for investing	(636.5)		(203.1)		(14.8)
Financing
Cash dividends paid to SWM stockholders	(55.3)		(55.0)		(54.4)
Changes in short-term debt, net	—		—		(0.1)
Proceeds from issuances of long-term debt	744.5		212.7		19.1
Payments on long-term debt	(55.9)		(165.3)		(99.5)
Payments for debt issuance costs	(14.6)		—		—
Payments on financing lease obligations	(15.4)		—		—
Purchases of common stock	(3.4)		(1.0)		(0.9)

Cash provided by (used in) financing	599.9		(8.6)		(135.8)
Effect of exchange rate changes on cash and cash equivalents	(1.5)		1.8		(0.5)
Increase (decrease) in cash and cash equivalents	20.0		(48.3)		9.2
Cash and cash equivalents at beginning of period	54.7		103.0		93.8
Cash and cash equivalents at end of period	$	74.7	$	54.7	$	103.0

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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. General

Nature of Business

Schweitzer-Mauduit International, Inc., or SWM or the Company, headquartered in the United States of America, is a multinational diversified producer of highly engineered solutions and advanced materials for a variety of industries. The Company maintains two operating product line segments: Advanced Materials & Structures ("AMS") and Engineered Papers ("EP").

The AMS segment offers design and manufacturing solutions for the healthcare, construction, industrial, transportation and filtration end-markets. We manufacture resin-based rolled goods such as nets, films and meltblown materials, bonding products and adhesive components, along with providing adhesives and other coating solutions and converting services for our customers.

The EP segment primarily serves the tobacco industry with production of various cigarette papers and reconstituted tobacco products ("Recon"). Traditional reconstituted tobacco leaf ("RTL") is used as a blend with virgin tobacco in cigarettes and used in the production of small cigars. Recon, as well as low ignition propensity ("LIP") cigarette paper, a specialty product with fire-safety features, are two key profit drivers, which together account for more than half of segment net sales. The EP segment also produces non-tobacco papers for premium applications, such as energy storage and industrial commodity paper grades.

We conduct business in over 90 countries and operate 38 production locations worldwide, with facilities in the U.S., Canada, United Kingdom, France, Luxembourg, Belgium, Brazil, China, Italy, Malaysia, India and Poland. We also have a 50% equity interest in two joint ventures in China. The first, China Tobacco Mauduit (Jiangmen) Paper Industry Ltd., or CTM, produces cigarette and porous plug wrap papers and the second, China Tobacco Schweitzer (Yunnan) Reconstituted Tobacco Co. Ltd., or CTS, produces RTL.

As used in this 2021 Annual Report on Form 10-K, unless the context indicates otherwise, references to "we," "us," "our," "SWM," "Schweitzer-Mauduit" or similar terms include Schweitzer-Mauduit International, Inc. and its consolidated subsidiaries.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America, "U.S. GAAP." The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company believes the estimates and assumptions used in the preparation of these consolidated financial statements are reasonable, based upon currently available facts and known circumstances. Actual results may differ from those estimates and assumptions as a result of a number of factors, including those discussed elsewhere in this report and in its other public filings from time to time.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and wholly-owned, majority-owned and controlled subsidiaries. Intercompany balances and transactions have been eliminated.

The Company uses the equity method to account for its investments in two joint ventures with the China National Tobacco Corporation (see Note 9. Joint Ventures). Investment in equity affiliates represents the Company’s investment in these joint ventures. The Company’s 50% share of the net income of the joint ventures is included in the consolidated statements of income as income from equity affiliates.

Revenue Recognition

The Company has two main sources of revenue: product sales and materials conversion. The Company recognizes product sales revenues when control of a product is transferred to the customer. For the majority of product sales, transfer of control occurs when the products are shipped from one of the Company’s manufacturing facilities to the customer. Any freight costs billed to and paid by a customer are included in net sales. The Company also provides services to customers through the conversion of customer-owned raw materials into processed finished goods. In these transactions, the Company generally recognizes revenue as processing is completed.

Freight Costs

The cost of delivering finished goods to the Company's customers is recorded as a component of cost of products sold. Those costs include the amounts paid to a third party to deliver the finished goods.

Royalty Income

Royalties from third-party patent licenses are recognized when earned, including monies received at an agreement's initiation attributable to past sales. The Company recognizes up-front payments upon receipt when it has no future performance requirement or ongoing obligation arising from its agreements and the payment is for a separate earnings process. Minimum annual royalties received in advance are deferred and are recognized in the period earned. The Company recognized $8.8 million, $7.5 million, and $6.8 million of royalty income during 2021, 2020 and 2019 respectively, which is included in net sales in the Consolidated Statements of Income.

Foreign Currency Translation

The income statements of foreign entities are translated into U.S. dollars at average exchange rates prevailing during the periods presented. The balance sheets of these entities are translated at period-end exchange rates, and the differences from historical exchange rates are reflected in a separate component of accumulated other comprehensive loss as unrealized foreign currency translation adjustments.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign currency risks arise from transactions and balances denominated in non-local currencies. Gains and losses resulting from remeasurement and settlement of such transactions and balances, net of currency hedge impacts, included in Other income (expense), net, were losses of $7.3 million, $0.9 million, and $1.4 million in 2021, 2020 and 2019, respectively.

Derivative Instruments

The Company is exposed to changes in foreign currency exchange rates, interest rates and commodity prices. The Company utilizes a variety of practices to manage these market risks, including where considered appropriate, derivative instruments. The Company uses derivative instruments only for risk management purposes and not for trading or speculation. All derivative instruments the Company uses are either exchange traded or are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. The Company believes the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contracts, are not material in view of its understanding of the financial strength of the counterparties.

Gains and losses on instruments that hedge firm commitments are deferred and included in the basis of the underlying hedged items. All other hedging gains and losses are included in period income or expense based on the period-end market price of the instrument and are included in the Company's operating cash flows. See Note 15. Derivatives, for additional information.

Cash and Cash Equivalents

The Company considers all highly liquid, unrestricted investments with remaining maturities of three months or less to be cash equivalents, including money market funds with no restrictions on withdrawals. As of December 31, 2021, and 2020, included in Cash and cash equivalents on the Consolidated Balance Sheets is $0.6 million in contractually restricted cash.

Business Combinations

The Company uses the acquisition method of accounting for business combinations. At the acquisition date, the Company records assets acquired, and liabilities assumed at their respective fair market values. The Company estimates fair value using the exit price approach which is the price that would be received to sell an asset or paid to transfer a liability in an orderly market. An exit price is determined from a market participant's viewpoint in the principal or most advantageous market and may result in the Company valuing assets or liabilities at a fair value that is not reflective of the Company's intended use of the assets or liabilities. Any excess consideration above the estimated fair values of the net assets acquired is recognized as goodwill on the Company's Consolidated Balance Sheets. The operating results of acquired businesses are included in the Company's results of operations beginning as of their effective acquisition dates. Acquisition costs are expensed as incurred and were $8.7 million and $1.1 million in 2021 and 2020, respectively. There were no acquisition costs incurred in 2019.

Impairment of Long-Lived Assets, Goodwill, and Intangible Assets

The Company evaluates the carrying value of long-lived assets, including property and equipment, goodwill, and intangible assets when events and circumstances warrant a review. Goodwill is also tested for impairment annually during the fourth quarter. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance by reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). Goodwill is not impaired if we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. Otherwise, we would proceed to the goodwill impairment test.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Alternatively, we may also bypass the Step 0 Test and proceed directly to the goodwill impairment test, where the fair value of the reporting unit is compared to the carrying value. The difference between the total fair value of the reporting unit and the carrying value is recognized as an impairment to the reporting unit's goodwill. See Note 10. Goodwill for further discussion of the Company's annual impairment test results. During the annual testing performed as of October 1, 2021, the estimated fair value of each of the Company's reporting units was in excess of its respective carrying value.

We have acquired trade names that have been determined to have indefinite lives. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, category share, business history, product life cycle and operating plans. Indefinite-lived intangibles are evaluated for impairment annually during the fourth quarter. Additionally, when certain events or changes in operating conditions occur, an impairment assessment is performed, and indefinite-lived trade names may be adjusted to a determinable life or an impairment charge may be recorded.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, which approximates a straight-line basis, over the estimated periods benefited. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Estimated useful lives range from 15 to 23 years for customer relationships and 4 to 20 years for developed technology, patents, and other intangible assets.

The carrying value of long-lived assets is reviewed to determine if events or circumstances have changed which may indicate that the assets may be impaired, or the useful life may need to be changed. Upon occurrence of such a triggering event, the Company considers internal and external factors relating to each asset group, including expectation of future profitability, undiscounted cash flows and its plans with respect to the operations. If impairment is indicated, an impairment loss is measured by the amount the net carrying value of the asset exceeds its estimated fair value.

Environmental Spending

Environmental spending is capitalized if such spending qualifies as property, plant and equipment, substantially increases the economic value or extends the useful life of an asset. All other such spending is expensed as incurred, including fines and penalties incurred in connection with environmental violations. Environmental spending relating to an existing condition caused by past operations is expensed. Liabilities are accrued when environmental assessments are probable, and the costs can be reasonably estimated. Generally, timing of these accruals coincides with completion of a feasibility study or commitment to a formal plan of action.

Capitalized Software Costs

The Company capitalizes certain purchases of software and software development costs in connection with major projects of software development for internal use. These costs are included in Other assets on the Consolidated Balance Sheets and are amortized using the straight-line method over the estimated useful life not to exceed seven years. Costs associated with business process redesign, end-user training, system start-up and ongoing software maintenance are expensed as incurred. Amortization of capitalized software was $3.0 million, $2.1 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accumulated amortization of capitalized software costs was $58.9 million and $40.5 million at December 31, 2021 and 2020, respectively. See Note 12. Other Assets for additional information.

Business Tax Credits

Business tax credits represent value added tax credits receivable and similar assets, such as Imposto sobre Circulação de Mercadorias e Serviços, or ICMS, in Brazil. Business tax credits are generated when value-added taxes, or VAT, are paid on purchases. VAT and similar taxes are collected from customers on certain sales. In some jurisdictions, export sales do not require VAT collection. See Note 12. Other Assets for additional information.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We operate and are subject to income taxes in the U.S. and numerous foreign jurisdictions. The complexity of our global structure requires technical expertise in determining the allocation of income to each of these jurisdictions and consolidated income tax expense.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If it is determined that the Company would be able to realize the deferred tax assets in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Pension and Other Postretirement Benefits Accounting

The Company recognizes the estimated compensation cost of employees' pension and other postretirement benefits over their approximate period of service. The Company's earnings are impacted by amounts of expense recorded related to these benefits, which primarily consist of U.S., U.K., and French pension benefits. Each year's recorded expenses are estimates based on actuarial calculations of the Company's accumulated and projected benefit obligations, or PBOs, for the Company's various plans.

Suspension of additional benefits for future service is considered a curtailment, and if material, necessitates a re-measurement of plan assets and PBO. As part of a re-measurement, the Company adjusts its discount rates and other actuarial assumptions, such as retirement, turnover and mortality table assumptions, as appropriate. See Note 18. Postretirement and Other Benefits for additional information.

Comprehensive Income

Comprehensive income includes net income, as well as items charged and credited directly to stockholders' equity, which are excluded from net income. The Company has presented comprehensive income in the Consolidated Statements of Comprehensive Income. Reclassification adjustments of derivative instruments are presented in Net sales and Interest expense in the Consolidated Statements of Income. See Note 15. Derivatives for additional information. Amortization of accumulated pension and other post-employment benefit (OPEB) liabilities are included in the computation of net periodic pension and OPEB costs, which are more fully discussed in Note 18. Postretirement and Other Benefits.

Components of Accumulated other comprehensive (loss) income were as follows ($ in millions):

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	December 31,
	2021		2020
Accumulated pension and OPEB liability adjustments, net of income tax benefit of $8.9 million and $11.6 million at December 31, 2021 and 2020, respectively	$	(14.4)	$	(20.5)
Accumulated unrealized loss on derivative instruments, net of income tax benefit of $2.1 million and $2.8 million at December 31, 2021 and 2020, respectively	(1.9)		(13.1)
Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $9.5 million and $10.1 million at December 31, 2021 and 2020, respectively	(102.7)		(78.3)
Accumulated other comprehensive loss	$	(119.0)	$	(111.9)

Changes in the components of Accumulated other comprehensive (loss) income were as follows ($ in millions):


	For the Years Ended December 31,
	2021						2020						2019


	Pre-tax		Tax		Net of Tax		Pre-tax		Tax		Net of Tax		Pre-tax		Tax		Net of Tax
Pension and OPEB liability adjustments	$	8.9	$	(2.8)	$	6.1	$	5.0	$	(1.2)	$	3.8	$	2.5	$	1.4	$	3.9
Derivative instrument adjustments	11.9		(0.7)		11.2		(10.8)		1.2		(9.6)		(2.9)		—		(2.9)
Unrealized foreign currency translation adjustments	(23.8)		(0.6)		(24.4)		11.5		5.0		16.5		(2.5)		3.4		0.9
Total	$	(3.0)	$	(4.1)	$	(7.1)	$	5.7	$	5.0	$	10.7	$	(2.9)	$	4.8	$	1.9

Restricted Stock

All of the Company's restricted stock grants, including those that have been earned in the case of performance-based shares and cliff-vesting grants that are not performance based, vest upon completion of a specified period of time, typically between two and four years. The fair value of each award is equal to the share price of the Company's stock on the date of the grant. This cost is recognized over the vesting period of the respective award. The Company records forfeitures of shares related to continued service requirements as they occur. A summary of outstanding restricted stock awards as of December 31, 2021, and 2020 is included in Note 19. Stockholders' Equity.

Restricted Stock Plan Performance Based Shares

The Company's long-term incentive compensation program, or LTICP, for key employees includes an equity-based award component that is provided through the Long-term Incentive Plan, or LTIP, which the Company adopted in 2015 and which replaced its previous Restricted Stock Plan, or RSP. The objectives under the LTICP are established at the beginning of a performance cycle and are intended to focus management on longer-term strategic goals. The Compensation Committee of the Board of Directors designates participants in the LTICP and LTIP and determines the equity-based award opportunity in the form of restricted stock for each performance cycle, which is generally measured on the basis of a one year performance period (the measurement period). The restricted shares are considered issued and outstanding when the number of shares becomes fixed, after the annual performance is determined, and such awards vest at the end of the performance year or some predetermined period thereafter. The Company recognizes compensation expense with an offsetting credit to additional paid-in-capital over the performance period based on the fair value of the award at the date of grant, with compensation expense being adjusted cumulatively based on the number of shares expected to be earned according to the level of achievement of performance goals.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Option

The Company has not elected to measure its financial instruments or certain commitments at fair value.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The new standard simplifies income tax accounting requirements by removing certain exceptions to the general principles in Topic 740, Income Taxes. The provisions of this ASU were adopted effective January 1, 2021, and did not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, "Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans." The new standard modifies the annual disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans and requires the amendments to be applied on a retrospective basis for all periods presented. The provisions of this ASU were adopted effective January 1, 2021. The required disclosure changes did not have a material impact on the consolidated financial statements

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The new standard provides optional expedients and exceptions for applying generally accepted accounting principles ("GAAP") to contracts, hedging relationships, and other transactions affected by reference rate reform and the anticipated discontinuance of the London Interbank Offered Rate ("LIBOR") if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020, through December 31, 2022. The Company does not currently have any contracts that have been changed to a new reference rate but will continue to evaluate the applicability and impact of the guidance.

Note 3. Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Generally, the Company considers collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. If collectability is not considered to be probable, the Company defers recognition of revenue on satisfied performance obligations until the uncertainty is resolved. Any variable consideration, such as discounts or price concessions, is set forth in the terms of the contract at inception and is included in the assessment of the transaction price at the outset of the arrangement. The transaction price is allocated to the individual performance obligations due under the contract based on the relative stand-alone fair value of the performance obligations identified in the contract. The Company typically uses an observable price to determine the stand-alone selling price for separate performance obligations.

The Company does not typically include extended payment terms or significant financing components in its contracts with customers. Certain product sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within sales and marketing expenses. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As a practical expedient, the Company treats shipping and handling activities that occur after control of the good transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net sales are attributed to the following geographic locations based on the location of the Company’s direct customers ($ in millions):


	For the Years Ended December 31,
	2021						2020						2019
	AMS		EP		Total		AMS		EP		Total		AMS		EP		Total
U.S.	$	562.5	$	155.8	$	718.3	$	376.7	$	161.9	$	538.6	$	331.3	$	182.8	$	514.1
Europe and the former Commonwealth of Independent States	193.8		189.5		383.3		47.5		182.2		229.7		45.8		172.6		218.4
Asia/Pacific (including China)	124.9		86.2		211.1		94.6		110.7		205.3		77.6		95.0		172.6
Americas (excluding U.S.)	31.4		46.5		77.9		9.3		43.6		52.9		7.6		45.6		53.2
Other foreign countries	18.1		31.3		49.4		15.4		32.5		47.9		14.9		49.6		64.5
Total revenues (1)	$	930.7	$	509.3	$	1,440.0	$	543.5	$	530.9	$	1,074.4	$	477.2	$	545.6	$	1,022.8

(1) Revenues include net hedging gains and losses for the years ended December 31, 2021, 2020 and 2019.

The AMS segment supplies customers serving generally high-growth end-markets, as follows.

Healthcare - Sales to the medical market include products used in finger bandages, diagnostic test strips, and hospital-setting products.

Construction - Sales to the construction end-market are comprised mostly of netting products for a range of erosion control applications.

Industrial - Sales to the industrial end-market include products for high-end coated digital printing, packaging, undersea cable wraps, consumer-oriented specialty tapes and wind-turbine production.

Transportation - The Company’s primary products are aftermarket automotive paint protection films, in addition to ballistic resistant and security glass used in various transportation modes.

Filtration - The Company serves liquid and other filtration markets, producing reverse osmosis and other water filtration products along with media and support materials for air filtration devices.

Industrial - Sales to the industrial end-market include products for high-end coated digital printing, packaging, undersea cable wraps, consumer-oriented specialty tapes and wind-turbine production.

Net sales for the AMS business are disaggregated by end market as the percentage of the net sales as follows.


	For the Years Ended December 31,
	2021		2020
Healthcare	24	%	14	%
Construction	20	%	23	%
Industrial	20	%	17	%
Transportation	18	%	22	%
Filtration	18	%	24	%
Total revenues (1)	100	%	100	%

(1) Revenues include contributions from Scapa Group plc and Tekra LLC effective April 15, 2021, and March 13, 2020, respectively.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Leases

The Company leases certain office space, warehouses, manufacturing facilities, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases without lease terms (i.e. month-to-month leases), lease expense is recognized as incurred and no asset or liability is recorded for these leases.

The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from non-lease components (e.g., common-area maintenance costs). Most leases include one or more options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. Lease assets and liabilities are determined based on the lease term including those periods for which renewal options are considered reasonably certain to be exercised. Certain leases also include options to purchase the leased property, although we are unlikely to do so in most cases. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company's leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Components of right-of-use assets and lease liabilities presented in the balance sheet are as follows ($ in million):


Assets	Classification	December 31, 2021		December 31, 2020
Operating lease right-of-use assets	Other assets	$	25.1	$	19.8
Finance lease right-of-use assets	Property, plant and equipment, net	2.2		3.0
Total right of use assets		$	27.3	$	22.8

Liabilities	Classification	December 31, 2021		December 31, 2020
Current operating lease obligation	Accrued expenses	$	7.3	$	5.2
Long-term operating lease obligation	Other liabilities	18.7		15.6
Total operating lease obligation		$	26.0	$	20.8

Current finance lease obligation	Current debt	$	0.5	$	0.5
Long-term finance lease obligation	Long-term debt	2.3		3.0
Total finance lease obligation		$	2.8	$	3.5

Components of lease expense incurred by the Company are as follow ($ in millions):


Lease Cost	Year Ended December 31, 2021		Year ended December 31, 2020
Finance lease cost (cost resulting from lease payments)
Interest expense on lease liabilities	$	0.7	0.2
Amortization of right-of-use assets	0.9		0.5
Operating lease cost	8.4		6.8
Short-term lease expense	2.3		0.4


Total lease cost	$	12.3	$	7.9

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents future contractual lease liabilities for the next five years and thereafter for finance and operating leases ($ in millions):


Maturity of Lease Liabilities	Finance		Operating		Total
2022	$	0.7	8.5		$	9.2
2023	0.6		6.0		6.6
2024	0.5		5.0		5.5
2025	0.5		3.7		4.2
2026	0.5		2.3		2.8

Thereafter	0.4		4.3		4.7
Total lease payments	$	3.2	$	29.8	$	33.0
Less: Interest	0.4		3.8		4.2
Present value of lease liabilities	$	2.8	$	26.0	$	28.8


Lease Term and Discount Rate	December 31, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	4.9		5.8
Finance leases	5.5		6.3
Weighted-average discount rate
Operating leases	5.44	%	6.19	%
Finance leases	5.22	%	5.26	%


Other Information (millions)	Year Ended December 31, 2021	Year ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	8.7	6.9
Operating cash flows from finance leases	0.7	0.2
Leased assets obtained in exchange for new finance lease liabilities	15.1	0.4
Leased assets obtained in exchange for new operating lease liabilities	10.0	3.9

See Consolidated Statements of Cash Flow for information on payments on financing lease obligations.

Note 5. Business Acquisitions

Scapa

On April 15, 2021, SWM completed its previously announced acquisition of Scapa Group plc (“Scapa”), a UK- based innovation, design, and manufacturing solutions provider for healthcare and industrial markets for aggregate cash consideration of $630.6 million, net of $22.7 million of Cash and cash equivalents acquired and including $568.9 million for the purchase of all Scapa ordinary shares, $75.9 million for the repayment of Scapa debt and $8.5 million for the repayment of acquisition costs incurred by Scapa. The acquisition adds to SWM’s portfolio of precision engineered performance materials, expands the Company’s innovation, design, and formulation capabilities, and brings a variety of new coating and converting technologies to SWM. Scapa, part of the AMS segment operates globally with manufacturing and sales operations in the Americas, Asia and Europe.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price was funded with borrowings under the amended Credit Agreement, as defined and discussed in Note 14. Debt.

The acquisition was accounted for as a business combination with the assets acquired and liabilities assumed measured at their fair values as of the acquisition date, primarily using Level 3 inputs.

The acquisition consideration allocation below is preliminary, pending completion of the fair value analyses of acquired assets and liabilities, including deferred taxes and the valuations of certain intangibles and personal property. The excess of the acquisition consideration over the estimated fair values of the acquired assets and assumed liabilities is assigned to goodwill. The goodwill, which is assigned to the AMS reportable segment, is primarily attributable to expected revenue synergies and is not expected to be deductible for tax purposes. The estimated purchase price allocation as of April 15, 2021, was revised during the third and fourth quarter as new information was received and analyzed resulting in a decrease in Deferred tax liabilities of $15.8 million, an increase in Property, plant and equipment of $8.1 million, an increase in Other liabilities, primarily due to changes in certain tax positions of $7.2 million, a $3.0 million decrease in Other assets, and other insignificant changes, as presented in the table below. As additional information related to income taxes becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which will not exceed twelve months from the closing of the acquisition. Such revisions or changes may be material.

The consideration paid for Scapa, and the preliminary estimated fair values of the assets acquired, and liabilities assumed as of the April 15, 2021, acquisition date were as follows ($ in millions):


	Preliminary Allocation as of December 31, 2021		Adjustments		Preliminary Allocation as of April 15, 2021
Cash and cash equivalents	$	22.7	$	—	$	22.7
Accounts receivable	67.7		—		67.7
Inventory	60.0		(0.9)		60.9
Other current assets	9.7		(0.1)		9.8
Property, plant and equipment	160.2		8.1		152.1
Identifiable intangible assets	246.2		—		246.2
Other assets	23.3		(3.0)		26.3
Total assets	$	589.8	$	4.1	$	585.7

Current debt	$	15.0	$	—	$	15.0
Accounts payable and other current liabilities	85.8		(0.1)		85.9
Deferred income tax liabilities	45.7		(15.8)		61.5
Other liabilities	40.4		7.3		33.1
Net assets acquired	$	402.9	$	12.7	$	390.2
Goodwill	250.4		(12.7)		263.1
Total consideration	$	653.3	$	—	$	653.3

The fair value of receivables acquired approximates the gross contractual value. The contractual amount not expected to be collected is immaterial.

Acquired inventory was comprised of finished goods and raw materials. The fair value of finished goods was based on net realizable value adjusted for the costs of selling and a reasonable profit margin on selling effort. The fair value of raw materials was determined to approximate book value.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, plant and equipment is comprised of land, buildings and leasehold improvements, machinery and equipment, furniture and fixtures, computer equipment, and construction in progress. The preliminary estimated fair value was determined using a reproduction/replacement cost approach which measures the value of an asset by estimating the cost to acquire or construct comparable assets adjusted for age and condition of the asset.

Acquired intangible assets include customer relationships, tradenames and developed technologies. Intangible assets were valued using the multi-period excess earnings and relief-from-royalty methods, both forms of the income approach which considers a forecast of future cash flows generated from the use of each asset. The following table shows the preliminary fair values assigned to identifiable intangible assets ($ in millions):


	Fair Value		Weighted-Average Amortization Period (Years)
Amortizable intangible assets:
Customer relationships	$	205.4	15
Tradenames and other	7.7		10
Developed technology	33.1		7
Total amortizable intangible assets	$	246.2

The preliminary estimate of deferred tax effects resulting from the acquisition include the expected federal, state, and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets

acquired, liabilities assumed and the respective tax basis.

During the twelve months ended December 31, 2021, the Company recognized direct and indirect acquisition-related costs for the Scapa acquisition of $8.7 million. Direct and indirect acquisition-related costs were expensed as incurred and are included in the General expense line item in the consolidated statements of income.

The amounts of Net sales and Income from Scapa included in the Company's consolidated income statement from the acquisition date are as follows ($ in millions):


	April 15, 2021 - December 31, 2021
Net sales	$	305.6
Net income	$	0.6

Tekra

On March 13, 2020, the Company completed the acquisition of 100% of the equity interest in Tekra, LLC and Trient, LLC, “Tekra,” pursuant to the definitive agreement signed as of February 20, 2020. Tekra is a converter of high-performance films and substrates which enhances the Company’s films capabilities. Tekra, part of the AMS segment, operates two manufacturing facilities located in Wisconsin.

The consideration transferred to acquire Tekra was $169.3 million, net of $1.6 million cash and cash equivalents acquired, subject to working capital adjustments that were finalized in 2020. The purchase price was funded with borrowings from our Revolving Credit Facility (See Note 14. Debt).

The acquisition was accounted for as a business combination with the assets acquired and liabilities assumed measured at their fair values as of the acquisition date, primarily using Level 3 inputs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The consideration paid for Tekra and the final fair values of the assets acquired, and liabilities assumed as of the March 13, 2020 acquisition date are as follows ($ in millions):


	Fair Value as of March 13, 2020
Cash and cash equivalents	$	1.6
Accounts receivable	8.6
Inventory	14.2
Other current assets	0.2
Property, plant and equipment	7.3
Identifiable intangible assets	81.8
Other noncurrent assets	3.7
Total assets	$	117.4

Accounts payable	$	3.0
Other current liabilities	2.0
Other noncurrent liabilities	2.7
Net assets acquired	$	109.7
Goodwill	61.2
Total consideration	$	170.9

The fair value of receivables acquired approximates the gross contractual value. The contractual amount not expected to be collected is immaterial.

Acquired intangible assets include customer relationships, tradenames, and unpatented developed technologies. Intangible assets were valued using the multi-period excess earnings and relief-from-royalty methods, both forms of the income approach which considers a forecast of future cash flows generated from the use of each asset. The following table shows the final fair values assigned to identifiable intangible assets ($ in millions):


	Fair Value as of March 13, 2020		Weighted-Average Amortization Period (Years)
Amortizable intangible assets:
Customer relationships	$	63.0	15
Tradenames and other	10.8		15
Developed technology	8.0		10
Total amortizable intangible assets	$	81.8

During the twelve months ended December 31, 2020, the Company recognized $1.1 million in direct and indirect acquisition-related costs for the Tekra acquisition, respectively. Direct and indirect acquisition-related costs were expensed as incurred and are included in the General expense line item in the consolidated statements of income.

The amounts of Net sales and Net income of Tekra included in the Company's consolidated income statement from the acquisition date are as follows ($ in millions):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	March 13, 2020 - December 31, 2020
Net sales	$	77.3
Net income	$	1.9

Pro Forma Financial Information (unaudited)

The unaudited supplemental pro forma financial information presents the combined results of operations for the periods presented, as if the Scapa acquisition had occurred on January 1, 2020, and the Tekra acquisition had occurred on January 1, 2019, and therefore both included in the pro forma results for periods presented. The unaudited supplemental pro forma financial information includes the following adjustments related to the Scapa acquisition: amortization of intangible assets and fair value adjustments to inventory, interest expense for the additional indebtedness incurred to complete the acquisition, transaction and severance costs, and applicable tax adjustments based on statutory rates in the jurisdictions where the adjustments occurred. The unaudited supplemental pro forma financial information does not include Tekra net income for the period from January 1 - March 13, 2020, as preparation of this information was deemed impractical due to changes in the ownership structure of the acquired entities prior to the acquisition. For the year ended December 31, 2021, pro forma adjustments caused net income to increase by $10.3 million. For the year ended December 31, 2020 pro forma adjustments led to a $43.8 million decrease in net income.

The unaudited supplemental pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the Scapa and Tekra acquisitions occurred as of January 1, 2020, and January 1, 2019, respectively, nor is it necessarily indicative of the of the future results of the combined company.


	Year Ended
	December 31, 2021		December 31, 2020
Net sales	$	1,570.6	$	1,456.8
Net income (loss)(1)	$	101.2	$	(20.8)

(1) Unaudited supplemental pro forma financial information includes the impact of restructuring and the impairment of goodwill and intangible assets totaling $71.1 million on Scapa net income for the twelve months ended December 31, 2020.

Note 6. Accounts Receivable

Accounts receivable, net are summarized as follows ($ in millions):


	December 31,
	2021		2020
Trade receivables	$	208.9	$	130.9
Business tax credits, including VAT	7.8		4.0
Hedge contracts receivable	0.4		0.3
Other receivables	22.3		14.4
Less allowance for doubtful accounts and sales discounts	(1.4)		(1.1)
Total accounts receivable, net	$	238.0	$	148.5

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Inventories

Inventories are valued at the lower of cost (using the first-in, first-out and weighted average methods) or market. The Company's costs included in inventory primarily include resins, pulp, chemicals, direct labor, utilities, maintenance, depreciation, finishing supplies and an allocation of certain overhead costs. Machine start-up costs or abnormal machine shutdowns are expensed in the period incurred and are not reflected in inventory. The definition of market value, with respect to all inventories, is net realizable value. The Company reviews inventories at least quarterly to determine the necessity of write-offs for excess, obsolete or unsalable inventory. The Company estimates write-offs for inventory obsolescence and shrinkage based on its judgment of future realization. These reviews require the Company to assess customer and market demand. During the years 2021, 2020, and 2019, there were no material inventory write-offs. The following schedule details inventories by major class ($ in millions):


	December 31,
	2021		2020
Raw materials	$	113.4	$	65.3
Work in process	41.9		23.2
Finished goods	95.7		83.5
Supplies and other	8.5		7.7
Inventories	$	259.5	$	179.7

Note 8. Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Interest is capitalized as a component of the cost of construction for large projects. Expenditures for betterments are capitalized whereas normal repairs and maintenance are expensed as incurred. Property, other than land, is depreciated on a straight-line basis for financial reporting purposes. When property is sold or retired, the cost of the property and the related accumulated depreciation are removed from the balance sheet, and any gain or loss on the transaction is normally included in cost of products sold.

Property, plant and equipment (and related depreciable lives) consisted of the following ($ in millions):


	December 31,
	2021		2020
Land and improvements	$	31.6	$	13.6
Buildings and improvements (20 to 40 years or remaining life of relevant lease)	194.5		144.0
Machinery and equipment (5 to 20 years)	739.8		524.4
Construction in progress	32.6		23.1
Gross property, plant and equipment	998.5		705.1
Less: Accumulated depreciation	534.6		366.1
Property, plant and equipment, net	$	463.9	$	339.0

Depreciation expense was $47.8 million, $42.2 million, and $35.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Note 9. Joint Ventures

The Company has two joint ventures with China National Tobacco Corporation, or CNTC. CNTC is the principal operating company under China’s State Tobacco Monopoly Administration. CNTC and the Company’s subsidiary, Schweitzer-Mauduit International China, Limited, or SM-China, each own 50% of each of the joint ventures. The paper joint venture China Tobacco Mauduit (Jiangmen) Paper Industry Co. LTD, or CTM, produces tobacco-related

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

papers in China. The second joint venture China Tobacco Schweitzer (Yunnan) Reconstituted Tobacco Co. LTD, or CTS, produces reconstituted tobacco leaf products. The joint ventures pay to each the Company and CNTC sales-based royalties and management fees, of which SWM recognized $2.7 million, $2.0 million, and $2.1 million in 2021, 2020 and 2019, respectively, in Other (expense) income, net in the consolidated statements of income.

The Company uses the equity method to account for its ownership interest in both joint ventures. At December 31, 2021 and 2020, the Company’s equity investment in the joint ventures was $64.6 million and $59.3 million, respectively. The Company’s share of the net income was included in Income from equity affiliates, net of income taxes within the consolidated statements of income. We evaluate our equity method investments for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such investment may have experienced an other than temporary decline in value. When evidence of loss in value has occurred, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our equity method investment using commonly accepted techniques, and may use more than one method, including, but not limited to, internally developed analysis and analysis of external data. If the estimated fair value is less than the carrying value and we consider the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the consolidated financial statements as an impairment.

Note 10. Goodwill

The Company evaluates goodwill for impairment at least annually during the fourth quarter. The annual tests during the fourth quarters of 2021, 2020 and 2019 resulted in no impairment. Each of the Company's two reportable segments, AMS and EP, have goodwill. There are no accumulated impairment losses in the AMS segment as of December 31, 2021. The EP segment has recorded $2.7 million in accumulated impairment losses in previous years.

The changes in the carrying amount of goodwill for each reportable segment were as follows ($ in millions):


	Advanced Materials & Structures		Engineered Papers		Total
Goodwill as of December 31, 2019	$	332.5	$	4.9	$	337.4
Goodwill acquired during the year	61.2		—		61.2
Foreign currency translation adjustments	4.7		0.4		5.1
Goodwill as of December 31, 2020	$	398.4	$	5.3	$	403.7
Goodwill acquired during the year	250.4		—		250.4
Foreign currency translation adjustments	(5.4)		(0.4)		(5.8)
Goodwill as of December 31, 2021	$	643.4	$	4.9	$	648.3

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Intangible Assets

The gross carrying amount and accumulated amortization for intangible assets which are in our AMS segment consisted of the following ($ in millions):


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible Assets

Customer relationships	$	541.7	$	119.2	$	422.5
Developed technology	74.6		20.7		53.9

Trade names	18.9		2.7		16.2
Non-compete agreements	2.9		2.5		0.4
Patents	1.5		0.6		0.9
Total	$	639.6	$	145.7	$	493.9

Unamortized Intangible Assets
Trade names	$	20.0	$	—	$	20.0


	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible Assets

Customer relationships	$	343.9	$	89.7	$	254.2
Developed technology	42.4		14.2		28.2

Trade names	11.7		1.4		10.3
Non-compete agreements	2.9		2.4		0.5
Patents	1.5		0.5		1.0
Total	$	402.4	$	108.2	$	294.2

Unamortized Intangible Assets
Trade names	$	20.5	$	—	$	20.5

Amortization expense of intangible assets was $39.7 million, $24.6 million and $20.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Finite-lived intangibles in the AMS segment are expensed using the straight-line amortization method.

The following table shows the estimated aggregate amortization expense for the next five years ($ in millions):

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


For the year ending December 31,	Estimated Amortization Expense
2022	$	44.5
2023	44.5
2024	44.2
2025	43.4
2026	43.4

Note 12. Other Assets

Other assets consisted of the following ($ in millions):


	December 31,
	2021		2020
Capitalized software costs, net of accumulated amortization	$	13.9	$	12.9

Grantor trust assets	21.6		18.0
Net pension assets	26.3		9.3
Long-term supplies inventory	4.9		6.6
Operating lease assets	25.1		19.8
Other assets	9.3		2.6
Total	$	101.1	$	69.2

The Company's ICMS credits in Brazil are included within Other assets and are fully reserved. These credits do not expire. The Company is exploring other actions to utilize the credits. Charges and credits associated with normal ongoing activity are included in Cost of products sold in the Consolidated Statements of Income. Future material changes as a result of new legislation or a change in our operations will be reported separately.

Grantor trust assets consist primarily of cash surrender values in Company-owned life insurance policies held by a trust to be used for the eventual payment of employee deferred compensation. These assets are restricted from Company use until all obligations are satisfied.

Note 13. Restructuring and Impairment Activities

The Company incurred restructuring and impairment expenses of $10.1 million, $11.9 million, and $3.7 million in the years ended December 31, 2021, 2020 and 2019, respectively.

In the EP segment, restructuring and impairment expenses were $8.2 million, $11.3 million, and $2.6 million during the years ended December 31, 2021, 2020 and 2019, respectively.

During the third quarter of 2021, we announced plans to close the Winkler, Manitoba facility in Canada. The decision was part of our ongoing manufacturing optimization efforts. Manufacturing at this facility ceased during December of 2021. As a result of this decision, $0.8 million of restructuring and impairment expense was recognized during the year ended December 31, 2021, related to severance and other accruals. During the year ended December 31, 2021, we also recorded $0.7 million of other restructuring related charges in Cost of products sold, including the write down of certain inventories to net realizable value and the acceleration of depreciation of machinery and equipment due to the change in the estimated lives of these assets.

During the third quarter of 2020, we announced plans to shut down the Spotswood, New Jersey facility and shift the production of paper made there to other SWM facilities. This decision was part of our ongoing manufacturing

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

optimization efforts and involved the co-development of a new paper production technology with one of the Company’s key customers. Production of paper at this facility ceased as of December 31, 2020.

As a result of this decision, $4.7 million and $6.7 million of restructuring and impairment expense was recognized in the year ended December 31, 2021 and 2020, respectively. In the year ended December 31, 2021, restructuring and impairment expenses related to costs associated with closing the facility and preparing it for sale, medical benefits and other accruals. Restructuring and impairment expense in the year ended December 31, 2020 related to severance and other accruals. In the year ended December 31, 2020, we also recorded $4.9 million of other restructuring related charges in Cost of products sold, of which, $2.0 million was to write-down the value of certain spare parts and consignment inventories to estimated net realizable value and $2.9 million resulted from the acceleration of depreciation and amortization for machinery and equipment due to the change in the estimated lives of these assets driven by the decision to shut down the facility. The Spotswood site was sold on December 9, 2021, for total proceeds of $34.4 million, and the Company recorded a net gain of $35.2 million including sales from other miscellaneous remaining assets which is included in Other income (expense), net.

In addition to restructuring costs relating to the Spotswood and Winkler facilities, the EP segment recognized $2.7 million in the year ended December 31, 2021, related to severance accruals for employees at manufacturing facilities, primarily in France. In 2020 and 2019, restructuring and impairment expenses in the EP segment consisted of $4.6 million and $2.6 million, respectively, relating to severance accruals at our other manufacturing facilities, primarily in France. These restructuring charges relate to ongoing cost optimization initiatives to remain competitive within the EP segment. The cost optimization initiative project started in 2019 is expected to be completed in 2022. The EP segment has recognized $11.9 million of restructuring charges cumulatively through December 31, 2021, related to this project.

The Company expects to record additional restructuring and impairment costs in the EP segment during 2022 of approximately $1.5 million relating to the closing of the Winkler, Manitoba facility for severance, settlement of post-retirement benefit obligations and retention.

In the AMS segment, the Company incurred $1.9 million, $0.5 million, and $1.1 million in restructuring and impairment expenses during the years ended December 31, 2021, 2020, and 2019, respectively. In 2021, restructuring and impairment expense primarily related to the impairment of non-productive manufacturing equipment and severance accruals. Restructuring and impairment expense for the year ended December 31, 2020 related to severance accruals. Restructuring and impairment expense for the year ended December 31, 2019, consisted of impairment charges at our U.S. and Chinese manufacturing facilities.

The following table summarizes total restructuring and related charges:

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Years Ended December 31,
	2021		2020		2019
Restructuring and impairment expense:
Severance	$	3.6	$	11.6	$	2.6
Other	4.9		0.3		1.1
Asset impairment	1.6		—		—
Total restructuring and impairment expense	$	10.1	$	11.9	$	3.7

Other restructuring related charges - Cost of products sold
Accelerated depreciation and amortization	0.5		2.9		—
Spare parts and consignment inventory write-down to estimated net realizable value	0.2		2.0		—
Total other restructuring related charges - Cost of products sold	$	0.7	$	4.9	$	—

Total restructuring and impairment expense and other restructuring related charges	$	10.8	$	16.8	$	3.7

Restructuring liabilities were classified within Accrued expenses and Other Liabilities in each of the Consolidated Balance Sheets as of December 31, 2021, and 2020. Changes in the restructuring liabilities, substantially all of which are employee-related, are summarized as follows ($ in millions):




	2021		2020
Balance at beginning of year	$	7.4	$	0.5
Accruals for announced programs	4.7		11.9
Cash payments	(5.7)		(5.2)

Exchange rate impacts	(0.2)		0.2
Balance at end of period	$	6.2	$	7.4

Note 14. Debt

Total debt, net of debt issuance costs, is summarized in the following table ($ in millions):




	December 31, 2021		December 31, 2020
Revolving credit agreement - U.S. dollar borrowings	$	393.0	$	50.0

Term loan A facility	193.5		195.5

Term loan B facility	348.2		—
6.875% senior unsecured notes due October 1, 2026, net of discount of $5.2 million and $6.1 million as of December 31, 2021 and 2020, respectively	344.8		343.9
French employee profit sharing	4.1		5.0
Finance lease obligations	2.8		3.5

Debt issuance costs	(16.1)		(4.6)
Total debt	1,270.3		593.3
Less: Current debt	(3.2)		(2.8)
Long-term debt	$	1,267.1	$	590.5

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Facility

On February 10, 2021, we amended our Credit Agreement to, among other things, add a new seven-year $350 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250 million. The Credit Agreement was further amended effective February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio. See Note 25. Subsequent Event, of the Notes to Consolidated Financial Statements for additional information about the amendment.

Borrowings under the Revolving Credit Facility currently bear interest, at the Company’s option, at either (i) 2.25% in excess of LIBOR or (ii) 1.25% in excess of an alternative base rate. Borrowings under the Term Loan A Facility currently bear interest, at the Company’s option, at either (i) 2.50% in excess of LIBOR or (ii) 1.50% in excess of an alternative base rate. The Term Loan amortizes at the rate of 1.0% per year and will mature on September 25, 2025. Any borrowings under the Term Loan B Facility will bear interest, at the Company's option, at either (i) 3.75% in excess of a reserve adjusted LIBOR rate (subject to a minimum floor of 0.75% or (ii) 2.75% in excess of an alternative base rate.

Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.50x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 3.00x. The net debt to EBITDA ratio will decrease over the course of 24 months, returning to 4.50x effective as of June 30, 2023. In addition, borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by SWM Luxembourg.

Indenture for 6.875% Senior Unsecured Notes Due 2026

On September 25, 2018, the Company closed a private offering of $350.0 million of 6.875% senior unsecured notes due 2026 (the “Notes”). The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and J.P. Morgan Securities LLC, as representative of the initial purchasers. The Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees obligations under the Credit Agreement or that guarantees certain other indebtedness, subject to certain exceptions.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer, or sell assets, merge or consolidate and enter into transactions with the Company’s affiliates. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at December 31, 2021.

As of December 31, 2021, the average interest rate was 2.38% on outstanding Revolving Credit Facility borrowings, 2.63% on outstanding Term Loan A Facility borrowings, and 4.50% on outstanding Term Loan B Facility borrowings. The effective rate on the 6.875% senior unsecured notes due 2026 was 7.248%. The weighted average effective interest rate on the Company's debt facilities, including the impact of interest rate hedges, was approximately 4.04% and 4.02% for the year ended December 31, 2021, and 2020, respectively.

French Employee Profit Sharing

At both December 31, 2021, and 2020, long-term debt other than the Amended Credit Agreement primarily consisted of obligations of the French operations related to government-mandated profit sharing. Each year, representatives of the workers at each of the French businesses can make an election for the profit sharing amounts from the most recent year ended to be invested in a financial institution or with their respective employer. To the extent that funds are invested with the Company, these amounts bear interest at 0.20% at both December 31, 2021 and 2020, and are generally payable in the fifth year subsequent to the year in which the profit sharing is accrued.

Bank Overdrafts

The Company also had bank overdraft facilities of $1.8 million and $6.7 million, at December 31, 2021 and 2020, respectively, of which none was outstanding at either December 31, 2021 or 2020. Interest is incurred on outstanding amounts at market rates, which were 0.55% and 0.26%, respectively, at December 31, 2021 and 2020. No commitment fees are paid on the unused portion of these facilities.

Rate Swap Agreements

From time to time, the Company enters into interest rate swap transactions to manage the Company's interest rate risk and cross-currency swaps designated as a hedge of a portion of the Company's net investment in certain Euro-denominated subsidiaries. See Note 15. Derivatives for additional information.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Principal Repayments

Under the Credit Agreement, the Company selects an "interest period" for each of its borrowings from the Revolving Credit Facility. The Company can repay such borrowings and borrow again at a subsequent date if it chooses to do so, providing it flexibility and efficient use of any excess cash. The Company currently has the intent and ability to allow its debt balances to remain outstanding and expects to continue to file notices of continuation related to its borrowings outstanding at December 31, 2021 such that those amounts are not expected to be repaid prior to the September 2023 expiration of the Revolving Credit Facility. Following are the expected maturities for the Company's debt obligations as of December 31, 2021 ($ in millions):


2022	$	7.2
2023	399.7
2024	6.3
2025	192.5
2026	349.5
Thereafter	331.2
Total	$	1,286.4

Fair Value of Debt

At December 31, 2021 and 2020, the fair market value of the Company's 6.875% senior unsecured notes was $365.8 million and $371.0 million, respectively. The fair market value for the senior unsecured notes was determined using quoted market prices, which are directly observable Level 1 inputs. The fair market value of all other debt as of December 31, 2021, and 2020 approximated the respective carrying amounts as the interest rates are variable and based on current market indices.

Debt Issuance Costs

In conjunction with the amendment to our Credit Agreement on February 10, 2021, the Company capitalized approximately $14.6 million of debt issuance costs during the year ended December 31, 2021, which will be amortized over the term of the various facilities under the amended Credit Agreement. As of December 31, 2021, and 2020, the Company's total deferred debt issuance costs, net of accumulated amortization, were $16.1 million and $4.6 million, respectively.

Amortization expense of $3.1 million and $1.3 million was recorded during the years ended December 31, 2021, and 2020, respectively, and has been included as a component of Interest expense in the accompanying Consolidated Statements of Income. Following is the expected future amortization of the Company's deferred debt issuance costs as of December 31, 2021 ($ in millions):


2022	$	3.9
2023	3.5
2024	2.3
2025	2.2
2026	1.9
Thereafter	2.3
Total	$	16.1

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Derivatives

In the normal course of business, the Company is exposed to foreign currency exchange rate risk and interest rate risk on its variable-rate debt. To manage these risks, the Company utilizes a variety of practices including, where considered appropriate, derivative instruments. The Company has no derivative instruments for trading or speculative purposes or derivatives with credit risk-related contingent features. All derivative instruments used by the Company are either exchange traded or are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. The fair values of the Company’s derivative instruments are determined using observable inputs and are considered Level 2 assets or liabilities.

The Company utilizes currency forward, swap and, to a lesser extent, option contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes. We designate certain of our foreign currency hedges as cash flow hedges. Changes in the fair value of cash flow hedges are reported as a component of Accumulated other comprehensive loss and reclassified into earnings when the forecasted transaction affects earnings. For foreign exchange contracts not designated as cash flow hedges, changes in the contracts’ fair values are recorded to net income each period.

The Company selectively hedges its exposure to interest rate increases on variable-rate, long-term debt when it is practical and economical to do so. Changes in the fair value of interest rate contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive loss and reclassified into earnings when the forecasted transaction affects earnings.

The Company also uses cross currency swap contracts to selectively hedge its exposure to foreign currency related changes in our net investments in certain foreign operations. We designate these cross currency swap contracts as net investment hedges. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive income and reclassified into earnings when the foreign investment is sold or substantially liquidated.

On June 30, 2021, the Company entered into pay-fixed, receive-variable interest rate swaps with a maturity date of December 31, 2027. The instruments hedge a portion of the Company’s debt facility through the Credit Agreement. Under the terms of the interest rate swaps, SWM will pay a fixed amount of interest each period in an amount equal to 0.974% and 1.4135% on notional amounts of $260.0 million and $140.0 million, respectively, and receive interest payments monthly in an amount equal to the One-Month USD-LIBOR rate on the notional amount. The notional amount will reduce throughout the term of the swap as follows:

•June 30, 2021 - December 29, 2023 $400.0 million notional

•December 29, 2023 - December 31, 2024 $350.0 million notional

•December 31, 2024 - December 31, 2025 $300.0 million notional

•December 31, 2025 - December 31,2026 $200.0 million notional

•December 31, 2026 - December 31, 2027 $190.0 million notional

On September 11, 2019, the Company entered into a pay-fixed, receive-variable interest rate swap with a maturity date of January 31, 2027. The instrument is a hedge on a portion of the Company’s debt facility through the Credit Agreement. Under the terms of the interest rate swap, SWM will pay a fixed amount of interest each period in an amount equal to 1.724% on a notional amount of $185 million and receive interest payments monthly in an amount equal to the One-Month USD-LIBOR rate on the notional amount. The notional amount will reduce throughout the term of the swap as follows:

•September 13, 2019 - December 31, 2020 $185 million notional

•December 31, 2020 - December 31, 2021 $150 million notional

•December 31, 2021 - January 31, 2027 $100 million notional

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates.

On January 29, 2019, the Company entered into a cross-currency swap designated as a hedge of a portion of the Company's net investment in certain Euro-denominated subsidiaries. The terms of the cross-currency swap provide for an exchange of principal on a notional amount of $75 million swapped to €66.0 million at maturity. On September 30, 2021, the term of the cross-currency swap was extended until October 1, 2031. The Company will receive from our swap counterparty U.S. dollar interest at a fixed rate of 6.875% per annum and pay to our swap counterparty Euro interest at a fixed rate of 5.117% per annum on €66.0 million.

On September 11, 2019, the Company entered into a new pay-EUR, receive-USD cross-currency swap arrangement with a major financial institution having a maturity date of April 1, 2023. The terms of the cross-currency swap provide for an exchange of principal on a notional amount of $100 million swapped to €90.9 million at maturity. Under the terms of the new cross-currency swap, SWM will pay a fixed amount of Euro-denominated interest at a rate of 5.638% semiannually and receive USD denominated payments at a rate of 6.875% semiannually on the notional amount of the swap.

On October 1, 2021, the Company entered into a cross-currency swap designated as a hedge of a portion of the Company's net investment in certain Euro-denominated subsidiaries. The terms of the cross-currency swap provide for an exchange of principal on a notional amount of $75 million swapped to €64.7 million at maturity. The Company will receive from our swap counterparty U.S. dollar interest at a fixed rate of 6.875% per annum and pay to our swap counterparty Euro interest at a fixed rate of 5.4750% per annum. The cross-currency swap will mature on October 1, 2031.

On November 23, 2021, the Company entered into cross-currency swaps designated as a hedge of a portion of the Company's net investment in certain Euro-denominated subsidiaries. The terms of the cross-currency swaps provide for an exchange of principal on a U.S. dollar notional amount swapped to Euro at maturity, in addition to receipt of fixed rate U.S. dollar denominated interest and payment of fixed rate Euro interest to the swap counterparty. Each of the swaps expires on October 1, 2031. The notional amounts and interest rates are as follows.

•$85 million notional swapped to €75.7 million at maturity, receive U.S. dollar interest at a fixed rate of 6.875% and pay Euro interest at a fixed rate of 4.9605% per annum.

•$85 million notional swapped to €75.7 million at maturity, receive U.S. dollar interest at a fixed rate of 6.875% and pay Euro interest at a fixed rate of 5.0755% per annum.

•$65 million notional swapped to €57.9 million at maturity, receive U.S. dollar interest at a fixed rate of 6.875% and pay Euro interest at a fixed rate of 5.1605% per annum.

•$65 million notional swapped to €57.9 million at maturity, receive U.S. dollar interest at a fixed rate of 6.875% and pay Euro interest at a fixed rate of 5.1405% per annum.

The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2021 ($ in millions):

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Designated as Hedges:
Foreign exchange contracts	Accounts receivable	$	1.6	Accrued expenses	$	—
Foreign exchange contracts	Other assets	—		Other liabilities	9.8
Interest rate contracts	Accounts receivable	0.2		Accrued expenses	—
Interest rate contracts	Other assets	3.3		Other liabilities	2.1
Total derivatives designated as hedges		$	5.1		$	11.9

Derivatives Not Designated as Hedges:
Foreign exchange contracts	Accounts receivable	$	0.2	Accounts payable	$	0.6
Total derivatives not designated as hedges		0.2			0.6
Total derivatives		$	5.3		$	12.5

The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2020 ($ in millions):


	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Designated as Hedges:
Foreign exchange contracts	Accounts receivable	$	0.9	Accrued expenses	$	11.0
Foreign exchange contracts	Other assets	—		Other liabilities	12.3
Interest rate contracts	Accounts receivable	0.3		Accrued expenses	—
Interest rate contracts	Other Assets	—		Other liabilities	7.8
Total derivatives designated as hedges		$	1.2		$	31.1





Total derivatives		$	1.2		$	31.1

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the gross effect that derivative instruments in cash flow hedging relationships had on accumulated other comprehensive income (loss), or AOCI, and results of operations ($ in millions):


Derivatives Designated as Cash Flow Hedging Relationships	Unrealized Gain (Loss) Recognized in AOCI on Derivatives, Net of Tax for the Year Ended December 31,						Location of (Loss) Gain Reclassified from AOCI	(Loss) Gain Reclassified from AOCI, Net of Tax
	2021		2020		2019			2021		2020		2019
Derivatives designated as cash flow hedge
Foreign exchange contracts	$	(0.2)	$	(5.3)	$	(0.7)	Net sales	$	(1.7)	$	(3.4)	$	(1.2)
Foreign exchange contracts	1.2		1.4		(2.3)		Other income (expense) , net	(0.2)		1.4		(1.9)
Interest rate contracts	5.1		(7.7)		4.6		Interest expense	(3.2)		—		7.6
Derivatives designated as investment hedge
Foreign exchange contracts	6.6		(14.2)		—		Other income (expense), net	—		—		—
Total	$	12.7	$	(25.8)	$	1.6		$	(5.1)	$	(2.0)	$	4.5

The Company's designated derivative instruments are highly effective. As such, related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing, there were no gains or losses recognized immediately in income for the years ended December 31, 2021, 2020 or 2019, other than those related to the cross-currency swap, noted below.

The Company’s cross currency swaps were designated with terms based on the spot rate of the EUR. Future changes in the components related to the spot change on the notional will be recorded in OCI and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are recorded in earnings and the initial value of excluded components currently recorded in Accumulated other comprehensive loss as an unrealized translation adjustment are amortized to interest expense over the remaining term of the swap. For the year ended December 31, 2021, 2020, and 2019, respectively, $6.3 million, $6.5 million and $1.1 million was recognized in income as derivative amounts excluded from effectiveness testing as Interest expense.

The following table provides the effect derivative instruments not designated as hedging instruments had on net income ($ in millions):


Derivatives Not Designated as Cash Flow Hedging Instruments	Amount of Gain / (Loss) Recognized in Other Income / Expense
	2021		2020		2019



Foreign exchange contracts	$	(2.2)	$	0.1	$	1.1
Total	$	(2.2)	$	0.1	$	1.1

Note 16. Accrued Expenses

Accrued expenses consisted of the following ($ in millions):


	December 31,
	2021		2020
Accrued salaries, wages and employee benefits	$	42.0	$	48.7




Other accrued expenses	67.3		52.2
Total	$	109.3	$	100.9

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17. Income Taxes

For financial reporting purposes, income before income taxes includes the following components ($ in millions):


	For the Years Ended December 31,
	2021		2020		2019
U.S.	$	28.5	$	29.1	$	60.0
Foreign	44.6		68.2		36.9
Total	$	73.1	$	97.3	$	96.9

An analysis of the provision (benefit) for income taxes from continuing operations follows ($ in millions):


	For the Years Ended December 31,
	2021		2020		2019
Current income taxes:
U.S. federal	$	5.0	$	7.3	$	8.1
U.S. state	0.7		1.5		0.8
Foreign	11.9		14.8		9.7
	17.6		23.6		18.6
Deferred income taxes:
U.S. federal	7.5		(5.3)		2.3
U.S. state	(0.2)		1.0		(1.9)
Foreign	(34.3)		(0.9)		(3.8)
	(27.0)		(5.2)		(3.4)
Total	$	(9.4)	$	18.4	$	15.2

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of income taxes computed at the U.S. Federal statutory income tax rate to the provision for income taxes is as follows ($ in millions):


	For the Years Ended December 31,
	2021				2020				2019


	Amount		Percent		Amount		Percent		Amount		Percent
Tax provision at U.S. statutory rate	$	15.4	21.0	%	$	20.4	21.0	%	$	20.3	21.0	%
Foreign income tax rate differential	2.9		4.0		2.7		2.7		0.6		0.5
Income from passthrough entities	4.2		5.7		2.3		2.3		1.7		1.6
Branch earnings	(0.9)		(1.2)		—		—		—		—
Global intangible low tax inclusion	4.7		6.4		4.8		4.8		(0.1)		(0.1)
Subpart F income	1.0		1.3		0.6		0.6		1.0		1.0

State income tax, net of federal benefit	0.5		0.7		1.8		1.8		(0.2)		(0.2)
Adjustments to valuation allowances	57.0		78.0		(3.9)		(3.9)		(3.7)		(3.8)
Capital loss carryforward	(86.5)		(118.3)		—		—		—		—
Transition tax	—		—		—		—		(0.7)		(0.6)
Other tax credits	(1.4)		(2.0)		(0.8)		(0.8)		(2.0)		(2.1)
Foreign tax credits	(11.0)		(15.0)		(9.9)		(10.0)		(3.5)		(3.6)
Other foreign operational taxes	3.0		4.1		3.5		3.5		2.9		3.0
Base erosion minimum tax amount	2.4		3.3		—		—		—		—


Non-deductible compensation	1.9		2.6		0.4		0.4		1.1		1.1
Other, net	(2.6)		(3.5)		(3.5)		(3.5)		(2.2)		(2.1)
Provision for income taxes	$	(9.4)	(12.9)	%	$	18.4	18.9	%	$	15.2	15.7	%

A benefit for income taxes of $9.4 million, a provision for income taxes of $18.4 million and $15.2 million in the years ended December 31, 2021, 2020, and 2019, respectively, resulted in an effective tax rate of (12.9)%, 18.9%, and 15.7% in 2021, 2020, and 2019, respectively. The Company’s effective tax rates differ from the statutory federal income tax rate of 21% due primarily to varying tax rates in foreign jurisdictions, the relative amounts of income we earn in those jurisdictions and adjustments to valuation allowances.

Prior to the passage of the Tax Act, the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely reinvested and accordingly, no deferred taxes were provided. Due to the Tax Act, the Company has significant previously taxed earnings and profits from its foreign subsidiaries, as a result of transition tax, that are generally able to be repatriated free of U. S. federal tax. In addition, future earnings of foreign subsidiaries are generally expected to be able to be repatriated free of U.S. federal income tax because these earnings were taxed in the U.S. under the GILTI regime or would be eligible for a 100% dividends received deduction. The Company does not assert indefinite reinvestment with respect to earnings generated by foreign subsidiaries to the extent of each controlled foreign corporation's earnings and profits and to the extent of any foreign partnership’s U.S. tax capital accounts. The Company has provided for non-U.S. withholding taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings.

Net deferred income tax assets (liabilities) were comprised of the following ($ in millions):

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	December 31,
	2021		2020
Deferred Tax Assets
Receivable allowances	$	0.9	$	0.5



Postretirement and other employee benefits	17.1		21.0

Derivatives	—		2.5
Net operating loss and tax credit carryforwards	129.6		104.4
Capital loss carryforward	103.1		12.1
Accruals and other liabilities	0.4		0.7

Intangibles	—		37.6
Other	12.6		4.4
	263.7		183.2
Less: Valuation allowance	(232.3)		(166.6)
Net deferred income tax assets	$	31.4	$	16.6

Deferred Tax Liabilities


Net property, plant and equipment	$	(60.3)	$	(55.7)
Intangibles	(31.3)		—


Investment in subsidiaries	(0.6)		(3.2)
Derivatives	(0.3)		—

Other	(0.1)		(0.3)


Net deferred income tax liabilities	$	(92.6)	$	(59.2)

Total net deferred income tax liabilities	$	(61.2)	$	(42.6)

As of December 31, 2021, the Company had approximately $111.8 million of tax-effected operating loss carryforwards available to further reduce future taxable income in various jurisdictions which will expire on various dates as follows:


	2021
2022-2041	$	26.7


Indefinite	85.1
	$	111.8

In addition, the Company has $103.1 million of tax effected capital loss carryforwards, $96.7 million expire between 2024-2026 and $6.4 million are indefinite lived. The Company also has $8.0 million and $2.2 million of foreign tax credits and state tax credits and that will expire between 2029 – 2030, and 2022 – 2036, respectively.

The Company's deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss, capital loss, and credit carryforwards. The valuation allowance on deferred tax assets as of December 31, 2021, is substantially in the United States and Luxembourg, of $106.9 million and $103.4 million net of a partial valuation allowance release of $35.0 million, respectively. In addition, there is a valuation allowance on ICMS value added tax credits of $4.9 million in Brazil and certain state tax credits of $1.7 million.

The Company's assumptions, judgments and estimates relative to the valuation of these net deferred tax assets take into account available positive and negative evidence of realizability, including recent financial performance, the ability to realize benefits of restructuring and other recent actions, projections of the amount and category of future

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

taxable income and tax planning strategies. Actual future operating results and the underlying amount and category of income in future periods could differ from the Company's current assumptions, judgments and estimates. The Company believes that it will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets.

The following table summarizes the activity related to the Company's unrecognized tax benefits related to income taxes ($ in millions):


	December 31,
	2021		2020		2019
Uncertain tax position balance at beginning of year	$	2.0	$	1.7	$	1.1
Increases related to current year tax positions	0.3		0.3		0.6


Decreases related to expiration of statute of limitations	(0.7)		—		—
Current year acquisition	$	8.2	$	—	$	—
Uncertain tax position balance at end of year	$	9.8	$	2.0	$	1.7

The liability for unrecognized tax benefits included $5.0 million as of December 31, 2021, that if recognized would impact the Company's effective tax rate. We do not anticipate a material decrease in unrecognized tax benefits by the end of 2022 as a result of a lapse of the statute of limitations and other regulatory filings. The Company's policy with respect to penalties and interest in connection with income tax assessments or related to unrecognized tax benefits is to classify penalties as provision for income taxes and interest as interest expense in its Consolidated Statements of Income. There were no material income tax penalties or interest accrued on current year uncertain tax positions during the years ended December 31, 2021, 2020 and 2019. As it relates to the current year 2021 Scapa acquisition, a liability for $1.8 million of interest and penalties was recorded through purchase accounting to goodwill.

The Company files income tax returns, including returns for its subsidiaries, with federal, state, local and foreign jurisdictions. The Company finalized Belgium, Scapa France, and China audits, for the tax years, 2017 – 2018, 2017 – 2019, and 2017-2019, respectively during 2021. All expected impacts have been recorded in 2021 or earlier. We are no longer subject to U.S. federal examinations by the IRS for tax years before 2017. The 2015-2021 tax years remain subject to examination by other major tax jurisdictions.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Postretirement and Other Benefits

North American Pension and Postretirement Healthcare and Life Insurance Benefits

The U.S. operations have defined benefit retirement plans that cover certain full-time employees. Retirement benefits are based on either a cash balance benefit formula or a final average pay formula for certain employees who were "grandfathered" and retained retirement benefits under the terms of the plan prior to its amendment to include a cash balance benefit formula. Benefits related to the U.S. defined benefit and pension plan are frozen for all employees.

The U.S. operations also have unfunded healthcare and life insurance benefit plans, or OPEB plans, which cover certain of its retirees through age 65. Some employees who retained benefits under the terms of the Company's plans prior to certain past amendments receive retiree healthcare coverage at rates subsidized by the Company. For other eligible employees, retiree healthcare coverage access is offered at full cost to the retiree. The postretirement healthcare plans include a limit on the Company's share of costs for current and future retirees. The U.S. operations' retiree life insurance plans are noncontributory. The Company's Canadian postretirement benefits liability and U.S. OPEB liability are immaterial and therefore not included in these disclosures.

French Pension Benefits

In France, employees are covered under a government-administered program. In addition, the Company's French operations sponsor retirement indemnity plans, which pay a lump sum retirement benefit to all of its permanent employees who retire. In addition, the Company's French operations sponsor a supplemental executive pension plan. Plan assets are principally invested in the general asset portfolio of a French insurance company.

United Kingdom Pension Benefits

In the U.K., the Company has a defined benefit pension plan which holds the assets and liabilities of former U.K. employees. The plan has been closed to new members since 2008 and is wholly funded by the sponsoring employer, Scapa Group Ltd. The assets of the plan are held separately from the Company under Trust and the plan is managed by a professional Trustee.

U.S., French, and U.K. Pension Disclosures

The U.S., French, and U.K. pension plans accounted for the majority of the Company's total plan assets and total Accumulated Benefit Obligations (ABO) at December 31, 2021.

The Company uses a measurement date of December 31 for its pension plans in the United States, U.K., and France. The funded status of these plans as of December 31, 2021 and 2020 was as follows ($ in millions):

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Pension Benefits
	U.S.				France				U.K.
	2021		2020		2021		2020		2021		2020
Change in Projected Benefit Obligation, or PBO:
PBO at beginning of year	$	125.1	$	119.9	$	35.8	$	31.9	$	—	$	—
Acquisition(1)	1.9		—		5.4		—		200.1		—
Service cost	—		—		1.6		1.3		—		—
Interest cost	2.8		3.7		0.1		0.2		2.5		—
Actuarial (gain) loss	(2.6)		9.7		(2.1)		0.6		4.3		—
Participant contributions	—		—		0.8		0.5		—		—

Gross benefits paid	(8.8)		(8.2)		(2.7)		(1.7)		(10.7)		—
Currency translation effect	—		—		(2.9)		3.0		(3.9)		—
PBO at end of year	$	118.4	$	125.1	$	36.0	$	35.8	$	192.3	$	—
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	134.4	$	125.8	$	0.8	$	1.1	$	—	$	—
Acquisition(1)	—		—		—		—		211.4		—
Actual return on plan assets	(0.9)		16.8		0.1		—		10.9		—
Employer contributions			—		1.8		1.2		2.9		—
Participant contributions	—		—		0.1		—		—		—

Gross benefits paid	(8.8)		(8.2)		(2.2)		(1.6)		(10.8)		—
Currency translation effect	—		—		(0.1)		0.1		(4.3)		—
Fair value of plan assets at end of year	$	124.7	$	134.4	$	0.5	$	0.8	$	210.1	$	—
Funded status at end of year	$	6.3	$	9.3	$	(35.5)	$	(35.0)	$	17.8	$	—

(1) Amounts attributable to Scapa are included effective April 15, 2021

The PBO, ABO and fair value of pension plan assets for the Company's U.S., U.K., and French defined benefit pension plans as of December 31, 2021 and 2020 as follows ($ in millions):


	U.S.				France				U.K.
	2021		2020		2021		2020		2021	2020
PBO	$	118.4	$	125.1	$	36.0	$	35.8	192.3	$	—
ABO	118.4		125.1		36.0		35.8		192.3	—
Fair value of plan assets	124.7		134.4		0.5		0.8		210.1	—

As of December 31, 2021, the pre-tax amounts in accumulated other comprehensive income that have not been recognized as components of net periodic benefit cost for the U.S., U.K., and French pension plans are as follows ($ in millions):


	Pension Benefits
	U.S.		France		U.K.
Accumulated loss (gain)	$	16.9	$	11.1	$	(3.5)
Prior service credit	—		(2.0)		—
Accumulated other comprehensive loss (gain)	$	16.9	$	9.1	$	(3.5)

Actuarial assumptions are used to determine the Company's benefit obligations. The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle pension obligations. The discount rate fluctuates from year to year based on current market interest rates for high-quality, fixed-

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

income investments. The Company also evaluates the expected average duration of its pension obligations in determining its discount rate. An assumed long-term rate of compensation increase is also used to determine the PBO. The weighted average assumptions used to determine benefit obligations as of December 31, 2021 and 2020 were as follows:


	Pension Benefits
	U.S.				France				U.K.
	2021		2020		2021		2020		2021		2020
Discount rate	2.73	%	2.30	%	0.88	%	0.32	%	1.85	%	—	%
Rate of compensation increase	—	%	—	%	2.01	%	1.97	%	—	%	—	%
Rate of pension increase	—	%	—	%	—	%	—	%	3.26	%	—	%

The components of net pension benefit costs for U.S., U.K., and French employees during the years ended December 31, 2021, 2020 and 2019 were as follows ($ in millions):



	U.S. Pension Benefits						French Pension Benefits						U.K. Pension Benefits
	2021		2020		2019		2021		2020		2019		2021		2020		2019
Service cost	$	—	$	—	$	—	$	1.6	$	1.3	$	1.0	$	—	$	—	$	—
Interest cost	2.8		3.7		4.6		0.1		0.2		0.4		2.5		—		—
Expected return on plan assets	(3.9)		(4.9)		(5.8)		—		(0.1)		(0.1)		(2.7)		—		—
Amortizations and other	3.2		3.3		2.0		0.8		1.0		0.9		—		—		—
Net periodic benefit cost	$	2.1	$	2.1	$	0.8	$	2.5	$	2.4	$	2.2	$	(0.2)	$	—	$	—

Assumptions are used to determine net periodic benefit costs. In addition to the discount rate and rate of compensation increase, which are used to determine benefit obligations, an expected long-term rate of return on plan assets is also used to determine net periodic pension benefit costs. The weighted average assumptions used to determine net periodic benefit costs for the years ended December 31, 2021, 2020 and 2019 were as follows:


	Pension Benefits
	U.S.						France						U.K.
	2021		2020		2019		2021		2020		2019		2021		2020		2019
Discount rate	2.31	%	3.20	%	4.29	%	0.88	%	0.53	%	1.28	%	1.95	%	—	%	—	%
Expected long-term rate of return on plan assets	3.44	%	4.41	%	5.14	%	3.00	%	3.00	%	3.00	%	3.17	%	—	%	—	%
Rate of compensation increase	—	%	—	%	—	%	2.01	%	1.97	%	1.96	%	—	%	—	%	—	%

The Company's investment strategy with respect to its U.S. pension plan assets is to maximize the return on investment of plan assets at an acceptable level of risk and to assure each plans' fiscal health. The target asset allocation varies based on the funded status of the plan in an effort to match the duration of the plan's liabilities to investments in long duration fixed income assets over time. For the year ended December 31, 2021, the target and actual allocation of plan assets were aligned. The Company's investments under the French pension plans are primarily invested as directed by governmental authorities, their contracted providers or the participants without direction from the Company. Investments under the U.K. plan are allocated based on a targeted return, driven by the funded status of the plan. The primary goal of the Company's pension plans is to maintain the highest probability of assuring future benefit payments to participants while providing growth of capital in real terms. To achieve this goal, the investment philosophy is to protect plan assets from large investment losses, particularly over time, while steadily growing the assets in a prudent manner. While there cannot be complete assurance that the objectives will be realized, the Company believes that the likelihood of realizing the objectives are reasonable based upon this investment philosophy. The Company has an investment committee that meets

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on a periodic basis to review the portfolio returns and to determine asset mix targets. The U.S., U.K., and French pension plans' asset allocations by category at December 31, 2021 and 2020 were as follows:


	U.S.			France		U.K.
		2021	2020	2021	2020	2021	2020
Asset Category
Cash and cash equivalents		1%	1%	11%	36%	1%	—%
Equity securities*
Domestic large cap		2	2	16	30	—	—
Domestic small cap		1	1	—	—	—	—
International		6	6	—	—	10	—
Fixed income securities		90	90	67	32	87	—
Alternative investments**		—	—	6	2	2	—
Total		100%	100%	100%	100%	100%	—%

* None of the Company's pension plan assets are targeted for investment in SWM stock, except that it is possible that one or more mutual funds held by the plan could hold shares of SWM.

** Investments in this category under the U.S. and U.K. pension plan may include hedge funds and may include real estate under the French pension plan.

The Company's pension assets are classified according to an established fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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The following table sets forth by level, within the fair value hierarchy, the U.S., French and U.K. pension plans' assets at fair value as of December 31, 2021 ($ in millions):


	U.S.										France						U.K.
Plan Asset Category	Total		Other*		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Total		Level 1		Level 2
Cash equivalents	$	1.1	$	—	$	1.1	$	—	$	—	$	0.1	$	0.1	$	—	$	2.5	$	2.5	$	—
Equity securities
Domestic large cap	3.7		3.7		—		—		—		0.1		0.1		—		—		—		—
Domestic small cap	1.2		1.2		—		—		—		—		—		—		—		—		—
International	7.4		7.4		—		—		—		—		—		—		20.8		—		20.8
Fixed income securities
US Government securities	43.1		43.1		—		—		—		—		—		—		—		—		—
Corporate bonds	48.4		48.4		—		—		—		—		—		—		95.2		—		95.2
International bonds	2.1		2.1		—		—		—		—		—		—		86.6		—		86.6
Other	17.7		17.7		—		—		—		0.3		—		0.3		3.3		—		3.3
Alternative investments**	—		—		—		—		—		—		—		—		1.7		—		1.7
Total	$	124.7	$	123.6	$	1.1	$	—	$	—	$	0.5	$	0.2	$	0.3	$	210.1	$	2.5	$	207.6

The following table sets forth by level, within the fair value hierarchy, the U.S. and French pension plans' assets at fair value as of December 31, 2020 ($ in millions):


	U.S.										France
Plan Asset Category	Total		Other*		Level 1		Level 2		Level 3		Total		Level 1		Level 2
Cash equivalents	$	1.0	$	—	$	1.0	$	—	$	—	$	0.3	$	0.3	$	—
Equity securities
Domestic large cap	2.7		2.7		—		—		—		0.2		0.2		—
Domestic small cap	1.3		1.3		—		—		—		—		—		—
International	8.2		8.2		—		—		—		—		—		—
Fixed income securities
US Government securities	13.9		13.9		—		—		—		—		—		—
Corporate bonds	99.6		99.6		—		—		—		—		—		—
International bonds	1.2		1.2		—		—		—		—		—		—
Other	6.5		6.5		—		—		—		0.3		—		0.3

Total	$	134.4	$	133.4	$	1.0	$	—	$	—	$	0.8	$	0.5	$	0.3

* Investments held in Mutual Funds are measured at Net Asset Value ("NAV"), as determined by the fund manager, as a practical expedient and not are subject to hierarchy level classification disclosure.

** Alternative investments include ownership interests in shares of registered investment companies.

The Company expects the following estimated undiscounted future pension benefit payments for the United States, France and the U.K., which are to be made from pension plan and employer assets, net of amounts that will be funded from retiree contributions, and which reflect expected future service, as appropriate ($ in millions):

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	U.S.		France		U.K.
	Pension Benefits		Pension Benefits		Pension Benefits
2022	$	8.7	$	0.4	$	10.9
2023	8.4		1.3		11.2
2024	8.3		1.0		11.4
2025	8.2		1.7		11.8
2026	8.0		1.3		12.1
2027 - 2031	36.6		14.1		65.3

The Company is not required to contribute during 2022 to its U.S. and French pension plans; although, it may make discretionary contributions dependent on market conditions to remain aligned with its investment policy statement. Contributions to the U.K. pension plan are required.

Other Foreign Pension Benefits

In Brazil, employees are covered under government-administered programs. Certain employees in the United Kingdom are covered by auto enrollment schemes where employee contributions are compulsory and also have the backing of government administered programs. In Canada and Italy, the employee pension benefits are not material and therefore are not included in the above disclosures.

Other Benefits

We sponsor a qualified defined contribution plan covering substantially all U.S. employees. Under the plan, the Company matches a portion of employee contributions. The Company's cost under the plan was $4.6 million, $4.0 million, and $3.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company provides U.S. executives, certain other key personnel, and its directors the opportunity to participate in deferred compensation plans. Participating employees can elect to defer a portion of their salaries and certain other compensation. Participating directors can elect to defer their meeting fees, as a cash deferral, as well as their quarterly retainer fees, as deferred stock unit credits. The Company's liability balance under these deferred compensation plans totaled $16.2 million and $14.5 million at December 31, 2021 and 2020, respectively, which were included in the Consolidated Balance Sheets in Other liabilities. In connection with these plans, the Company has a grantor trust into which it has contributed funds toward its future obligations under the various plans (See Note 12. Other Assets). The balance of grantor trust assets totaled $21.6 million and $18.0 million at December 31, 2021 and 2020, respectively, which were included in Other assets in the Consolidated Balance Sheets. These assets are restricted from Company use until all obligations are satisfied.

In accordance with French law, certain salaried employees in France may accumulate unused regular vacation and supplemental hours of paid leave that can be credited to an individual's Compte Epargne Temps, or CET. The CET account may grow over an individual's career and the hours accumulated may be withdrawn upon retirement or under other special circumstances at the individual's then current rate of pay. The balance of the Company's liability for this program reflected in the accompanying Consolidated Balance Sheets in Other liabilities was $7.1 million and $7.0 million at December 31, 2021 and 2020, respectively.

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Note 19. Stockholders' Equity

Restricted Stock Plan

In April 2015, the Company adopted a new 2015 Long-term Incentive Plan, or LTIP, which replaced its existing Restricted Stock Plan ("RSP"). The LTIP is intended to promote the Company's long-term financial success by attracting and retaining outstanding executive personnel and to motivate such personnel by means of equity grants. The Compensation Committee of the Company's Board of Directors selects participants and establishes the terms of any grant of restricted stock. The Company's LTIP provides that issuance of restricted stock immediately transfers ownership rights in shares of its Common Stock to the recipient of the grant, including the right to vote the shares and to receive dividends thereon. Other types of stock awards are available under the LTIP, but not currently used. The recipient's continued ownership of and right to freely transfer the restricted stock is subject to such conditions on transferability and to such risks of forfeiture as are established by the Compensation Committee at the time of the grant, which may include continued employment with the Company for a defined period, achievement of specified management performance objectives or other conditions established by the Compensation Committee. The number of shares which may be issued under the LTIP is limited to 5,000,000. Restricted shares outstanding under the RSP have all vested in accordance with the terms of each grant. No further grants of shares will be issued under the RSP. No single participant may be awarded, in the aggregate, more than 750,000 shares during any fiscal year.

As of December 31, 2021, 1,188,070 restricted shares had been issued under the Company's restricted LTIP plans, of which 377,729 shares of issued restricted stock were not yet vested and for which $2.3 million in unrecognized compensation expense is expected to be recognized over a weighted average period of 1.1 years. The following table presents restricted stock activity for the years 2021, 2020 and 2019:


	2021			2020			2019
	# of Shares	Weighted Average Fair Value at Date of Grant		# of Shares	Weighted Average Fair Value at Date of Grant		# of Shares	Weighted Average Fair Value at Date of Grant
Nonvested restricted shares outstanding at January 1	405,299	$	34.96	221,622	$	37.08	184,190	$	40.33
Granted	207,135	39.10		339,454	34.27		155,982	35.62
Forfeited	(4,345)	33.37		(36,749)	33.98		(8,869)	41.34
Vested	(230,360)	35.71		(119,028)	37.15		(109,681)	40.12
Nonvested restricted shares outstanding at December 31	377,729	$	36.78	405,299	$	34.96	221,622	$	37.08

Restricted Stock Plan Shares

During 2021, the Company recognized $3.5 million for 179,873 shares earned under the 2021-2022 award opportunity, $2.1 million of compensation expense earned under the 2020-2021 award opportunity, and $1.3 million of compensation expense earned under the 2019-2020 award opportunity. During 2020, the Company recognized $3.9 million for 266,221 shares earned under the 2020-2021 award opportunity and $4.2 million of compensation expense earned under the 2019-2020 award opportunity. During 2019, the Company recognized $5.6 million for 331,150 shares earned under the 2019-2020 award opportunity and $2.2 million of compensation expense earned under the 2018-2019 award opportunity.

Basic and Diluted Shares Reconciliation

The Company uses the two-class method to calculate earnings per share. The Company has granted restricted stock that contains non-forfeitable rights to dividends on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates earnings per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings.

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Diluted net income per common share is computed based on net income divided by the weighted average number of common and potential common shares outstanding. Potential common shares during the respective periods are those related to dilutive stock-based compensation, including long-term share-based incentive compensation, and directors' accumulated deferred stock compensation which may be received by the directors in the form of stock or cash. A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net income per share follows ($ in millions, shares in thousands):


	For the Years Ended December 31,
	2021		2020		2019


Numerator (basic and diluted):
Net income	$	88.9	$	83.8	$	85.8
Less: Dividends paid to participating securities	(0.6)		(0.7)		(0.4)
Less: Undistributed earnings available to participating securities	(0.5)		(0.4)		(0.2)
Undistributed and distributed earnings available to common stockholders	$	87.8	$	82.7	$	85.2

Denominator:
Average number of common shares outstanding	31,030.4		30,832.7		30,652.2
Effect of dilutive stock-based compensation	369.9		271.5		186.1
Average number of common and potential common shares outstanding	31,400.3		31,104.2		30,838.3

Note 20. Commitments and Contingencies

Other Commitments

As of December 31, 2021, we had contractual obligations to purchase products and services (primarily raw materials) and energy totaling $103.2 million. These commitments extend beyond 2025.

The Company has certain other letters of credit, guarantees and surety bonds outstanding at December 31, 2021, which are not material either individually or in the aggregate.

Litigation

Brazil

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new regulation effective January 1, 2018 that only specific industries are “electricity-intensive consumers,” a list that excludes paper manufacturers. SWM-B contends this regulation shows that paper manufacturers were electricity-intensive consumers eligible to defer ICMS before 2018.

SWM-B cannot determine the outcome of the Electricity Assessments matters; as such so no loss has been accrued in our consolidated financial statements for them.

Germany

In January 2015, the Company initiated patent infringement proceedings in Germany against Glatz under multiple LIP-related patents. In December 2017, the Dusseldorf Appeal Court affirmed the German District Court judgment on infringement of EP1482815 against Glatz. The Company filed an action against Glatz in the German District Court to set the amount of damages for the infringement and Glatz has filed a counterclaim. Glatz has filed an action in the German Patent Court to invalidate the German part of EP1482815. The German Patent Court held that some of the patent claims at issue were invalid and also that another claim at issue was valid. The Company appealed the portion of the decision with respect to the claims held to be invalid. The German Supreme Court confirmed the German Patent Court decision on appeal. The cost, timing and outcome of intellectual property litigation can be unpredictable and thus no assurances can be given as to the outcome or impact on us of such litigation.

Environmental Matters

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General Matters

In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in certain other judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured regulatory, employment, intellectual property, general and commercial liability, environmental and other matters. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial condition, results of operations or cash flows. However, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial condition, results of operations or cash flows.

Note 21. Segment Information

The Company's two operating product line segments are also the Company's reportable segments: Advanced Materials and Structures and Engineered Papers. The AMS segment primarily produces engineered resin-based rolled goods such as nets, films, and other non-wovens for use in high-performance applications in the healthcare, construction, industrial, transportation and filtration industrial end-markets. The EP segment primarily produces cigarette papers including LIP papers, plug wrap papers and base tipping papers used to wrap various parts of a cigarette for sale to cigarette manufacturers and reconstituted tobacco leaf, or RTL, and wrapper and binder products for sale to cigarette and cigar manufacturers. The EP segment also includes commercial and industrial products such as lightweight printing and writing papers, battery separator paper, drinking straw wrap, filter paper and other specialized papers.

Information about Net Sales and Operating Profit

The Company primarily evaluates segment performance and allocates resources based on operating profit. Expense amounts not associated with segments are referred to as unallocated expenses.


($ in millions)	Net Sales
	For the Years Ended December 31,
	2021				2020				2019
Advanced Materials & Structures	$	930.7	64.6	%	$	543.5	50.6	%	$	477.2	46.7	%
Engineered Papers	509.3		35.4		530.9		49.4		545.6		53.3
Consolidated	$	1,440.0	100.0	%	$	1,074.4	100.0	%	$	1,022.8	100.0	%


($ in millions)	Operating Profit
	For the Years Ended December 31,
	2021				2020				2019
Advanced Materials & Structures	$	61.6	73.9	%	$	64.8	50.3	%	$	64.3	48.0	%
Engineered Papers	100.5		120.6		116.8		90.7		119.2		89.0
Unallocated	(78.8)		(94.6)		(52.8)		(41.0)		(49.5)		(37.0)
Consolidated	$	83.3	99.9	%	$	128.8	100.0	%	$	134.0	100.0	%


($ in millions)	Capital Spending						Depreciation
	2021		2020		2019		2021		2020		2019
Advanced Materials & Structures	$	19.5	$	14.5	$	16.1	$	25.9	$	14.5	$	12.8
Engineered Papers	16.4		15.5		12.0		21.7		27.5		22.8
Unallocated	—		0.1		0.5		0.2		0.2		0.2
Consolidated	$	35.9	$	30.1	$	28.6	$	47.8	$	42.2	$	35.8

Assets are managed on a total company basis and are therefore not disclosed at the segment level.

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Information about Geographic Areas

Long-lived assets by geographic area as of year-end were as follows ($ in millions):


	Long-Lived Assets
	2021		2020		2019
U.S.	$	173.9	$	122.1	$	118.5
France	169.1		169.3		158.8
U.K.	65.4		10.3		9.9
Brazil	15.3		15.2		19.5
Poland	10.4		12.9		14.7
Other foreign countries	43.7		22.1		20.8
Consolidated	$	477.8	$	351.9	$	342.2

Note 22. Major Customers

There were no individual customers in the AMS segment and the EP segment which made up 10% or more of the Company's 2021, 2020 or 2019 consolidated net sales.

There were no individual customers in the AMS segment and the EP segment which made up 10% or more of the Company's consolidated accounts receivable at December 31, 2021 or 2020.

Note 23. Supplemental Disclosures

Analysis of Allowances for Doubtful Accounts:

($ in millions)


	For the Years Ended December 31,
	2021		2020		2019
Allowance for Doubtful Accounts
Beginning balance	$	1.1	$	1.5	$	1.7
Bad debt expense	0.3		1.0		0.4
Recoveries	(0.1)		—		(0.3)
Write-offs and discounts	0.1		(1.4)		(0.3)

Ending balance	$	1.4	$	1.1	$	1.5

Supplemental Cash Flow Information

($ in millions)


	For the Years Ended December 31,
	2021		2020		2019
Interest paid	$	47.4	$	31.4	$	29.1
Income taxes paid	22.4		14.8		20.8
Capital spending in accounts payable and accrued liabilities	6.3		5.2		5.9

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Note 24. Quarterly Financial Information (Unaudited)

The following tables summarize the Company's unaudited quarterly financial data for the years ended December 31, 2021 and 2020 ($ in millions, except per share amounts):


	2021
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	288.2	$	377.8	$	383.6	$	390.4	$	1,440.0
Gross profit	80.8		88.1		85.2		76.2		330.3
Restructuring and impairment expense	1.7		2.3		1.9		4.2		10.1
Operating profit	33.5		15.9		23.0		10.9		83.3


Net income	$	21.6	$	1.8	$	12.2	$	53.3	$	88.9

Net income per share:


Net income per share - basic	$	0.69	$	0.06	$	0.38	$	1.70	$	2.83



Net income per share - diluted	$	0.68	$	0.06	$	0.38	$	1.68	$	2.80


	2020
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	261.5	$	254.2	$	279.3	$	279.4	$	1,074.4
Gross profit	74.3		74.3		80.2		79.5		308.3
Restructuring and impairment expense	0.1		1.6		6.0		4.2		11.9
Operating profit	34.1		34.4		37.0		23.3		128.8


Net income	$	22.5	$	21.5	$	24.5	$	15.3	$	83.8

Net income per share:


Net income per share - basic	$	0.72	$	0.69	$	0.78	$	0.49	$	2.68



Net income per share - diluted	$	0.72	$	0.68	$	0.78	$	0.48	$	2.66

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Note 25. Subsequent Event

On February 22, 2022 we amended a financial covenant in our existing Credit Agreement to adjust the step-down schedule for the maximum net debt to EBITDA ratio. Pursuant to the amendment, the Company will maintain a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 6.00x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 3.00x. The net debt to EBITDA ratio will decrease over the course of 15 months, returning to 4.50x effective as of June 30, 2023. See Note 14. Debt for additional information on our existing Credit Agreement.

107

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Schweitzer-Mauduit International, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Schweitzer-Mauduit International, Inc. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes - Refer to Notes 2 and 17 to the consolidated financial statements

Critical Audit Matter Description

The Company operates and is subject to income taxes in the U.S. and numerous foreign jurisdictions with complex tax laws and regulations which resulted in benefit for income taxes of $9.4 million for the year ended December 31, 2021. The complexity of the Company’s global structure requires technical expertise in determining the allocation of

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income to each of these jurisdictions and the consolidated provision for income taxes. In addition, there have been recent significant changes in tax laws in various jurisdictions, including the Tax Cut and Jobs Act (the “Tax Act”) in the United States, which require specialized knowledge, skills and judgment in the accounting and reporting of the Company’s provision for income taxes. The Tax Act contains several key tax features that affect the Company, including (i) a provision designed to tax Global Intangible Low Taxed Income (“GILTI”) of foreign subsidiaries and (ii) a deduction for Foreign-Derived Intangible Income (“FDII”).

We identified the accounting for income taxes as a critical audit matter because the complexity of the Company’s global structure and recent changes in tax laws that required complex auditor judgment and an increased extent of effort, including the need to involve our U.S. and international income tax specialists, to evaluate the Company’s interpretation and application of tax laws in relevant jurisdictions, the allocation of income to each of these jurisdictions, and the income tax impact of the legal entity ownership structure.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the provision for income taxes included the following, among others:

•Tested the effectiveness of internal controls over management’s application of income tax laws to its global corporate structure, including internal controls over the identification and assessment of changes to tax laws in the various jurisdictions in which it operates, including the Tax Act, and internal controls related to the allocation of income to the Company’s various tax jurisdictions.

•Obtained an understanding of the Company’s overall legal entity structure by reading and evaluating the Company’s organizational charts and associated documentation, including legal documents.

•We read minutes of the meetings of the board of directors and inquired of Company personnel, including legal, to evaluate whether there were any significant changes in the legal entity structure that were relevant to the provision for income taxes.

•With the assistance of our U.S. and international income tax specialists, we evaluated management’s application of relevant tax laws to its legal entity structure and the effect on the Company’s income tax provision, including the Company’s calculations of current period income tax expense and deductions associated with GILTI and FDII, by reviewing and evaluating management’s income tax calculations and assessing the Company’s compliance with tax laws.

•With the assistance of our U.S. and international income tax specialists, we evaluated management’s income reporting to the various tax jurisdictions in which the Company operates based on its global corporate structure.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2022

We have served as the Company's auditor since 1995.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time frames specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2021, was made under the supervision and with the participation of our management including our principal executive officer and principal financial officer. Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective.

Our management, including our Chief Executive Officer and our Chief Financial Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, is designed to provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on the Company's evaluation under the framework in Internal Control - Integrated Framework, our management has concluded that, as of December 31, 2021, our internal control over financial reporting is effective based on these criteria. As of December 31, 2021, we had no material weaknesses based on our tests using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on its assessment of our internal control over financial reporting, which is included herein.

The SEC's general guidance permits the exclusion of an assessment of the effectiveness of a registrant's controls and procedures as they relate to its internal control over financial reporting for an acquired business during the first year following such acquisition if, among other circumstances and factors, there is not an adequate amount of time between the acquisition date and the date of assessment. In April 2021, we acquired Scapa Group plc, "Scapa" which was treated as a business combination in accordance with guidance provided by ASC 805. In accordance with the SEC guidance, the scope of our evaluation of internal controls over financial reporting as of December 31, 2021 did not include the internal control over financial reporting of these acquired operations. Assets acquired in these transactions represented 14% of our total consolidated assets at December 31, 2021 and net sales generated by the acquired operations represented 21% of our consolidated net sales for the year ended December 31, 2021. From the acquisition date to December 31, 2021, the processes and systems of the acquired operations did not significantly impact our internal controls over financial reporting.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Schweitzer-Mauduit International, Inc. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Schweitzer-Mauduit International, Inc. and Subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Scapa Group plc, which was acquired on April 15, 2021, and whose financial statements constitute 14% of total assets and 21% of net sales of the consolidated financial statement amounts as of and for the year ended December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at Scapa Group plc.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

112

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2022

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PART III.

Item 10. Directors, Executive Officers and Corporate Governance

We have posted a copy of our Code of Conduct on our website at www.swmintl.com/about-us/governance/codes-of conduct. Our Code of Conduct applies to all employees, officers and directors of the Company and its subsidiaries worldwide.

All other information called for by this Item is hereby incorporated by reference to the sections of our proxy statement relating to our 2022 Annual Meeting of Stockholders (the "2022 Proxy Statement") captioned "Proposal One - Election of Directors," "Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance." Information with respect to our executive officers is set forth in Part I, Item 1 of this Form 10-K under the caption, "Executive Officers of the Registrant."

Item 11. Executive Compensation

The information in the section of the 2022 Proxy Statement captioned "Executive Compensation," including the item captioned "Compensation Discussion and Analysis," is incorporated in this Item 11 by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

The information in the section of the 2022 Proxy Statement entitled "Stock Ownership" is incorporated in this Item 12 by reference. The following table provides information, as of December 31, 2021, with respect to the shares of our Common Stock that may be issued under our existing equity compensation plans:


Plan Category						Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders:
Outside Directors Stock Plan (1)						95,686
Long-Term Incentive Plan (2)						3,811,930
Total approved by stockholders						3,907,616
Equity compensation plans not approved by stockholders						—
Grand total						3,907,616

(1) The Outside Directors Stock Plan consists of shares registered for the purpose of issuance to our outside directors for payment of their retainer fees quarterly in advance. Director's stock retainer fees in 2021 consisted of $23,750 quarterly which are payable in our Common Stock. The number of shares issued each quarter is determined based on the then fair market value of the shares, which is determined in accordance with the plan at the closing price on the date one day prior to the date of distribution. Certain directors have elected to defer receipt of quarterly retainer fees under the terms of our Deferred Compensation Plan No. 2 for Non-Employee Directors, resulting in an accumulation of stock unit credits. Upon retirement or earlier termination from the Board, these stock unit credits will be distributed in the form of cash or shares of SWM Common Stock. While held in the deferred compensation plan account, these stock unit credits carry no voting rights and cannot be traded as Common Stock, although declared dividends create additional stock unit credits. As of December 31, 2021, deferred retainer fees have resulted in 146,305 accumulated stock unit credits, excluding credited dividends (207,766 accumulated stock unit credits including credited dividends).

(2) The Long-Term Incentive Plan and former Restricted Stock Plan are described in Note 19. Stockholders' Equity, of the Notes to Consolidated Financial Statements in Part II, Item 8 herein. Shares

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awarded under the terms of these plans are subject to forfeiture and cannot be sold or otherwise transferred until fully vested or such restrictions are otherwise lifted. Such shares are deemed by us to be issued and outstanding and are subject to all other financial interests, including our declared dividends. As of December 31, 2021, 377,729 shares issued under these plans remained restricted.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information in the sections of the 2022 Proxy Statement captioned "Corporate Governance," including the items captioned "Transactions with Related Persons" and "Board of Directors and Standing Committees" is incorporated in this Item 13 by reference.

Item 14. Principal Accountant Fees and Services

The information in the section of the 2022 Proxy Statement captioned "Proposal Two - Ratification of the Selection of the Independent Registered Public Accounting Firm" is incorporated in this Item 14 by reference.

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PART IV.

Item 15. Exhibits and Financial Statement Schedules

(a) The consolidated financial statements and financial statement schedules filed as part of this report are listed in the Index to the Consolidated Financial Statements set forth in Part II, Item 8.

(b) The exhibits filed as part of this report are listed below:

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Exhibit Number						Exhibit
2.1						Equity Interest Purchase Agreement, dated December 14, 2016, by and among DelStar Technologies, Inc., Baldwin Enterprises, Inc., Conwed Plastics LLC, and, solely for certain limited purposes as set forth therein, Schweitzer-Mauduit International, Inc. and Leucadia National Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed December 14, 2016).***
2.2						Equity Interest Purchase Agreement, dated February 17, 2020, by and among DelStar Technologies, Inc., EIS Buyer, LLC, Tekra, LLC, Trient, LLC, certain other parties identified therein and solely for certain limited purposes as set forth therein, Schweitzer-Mauduit International, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed February 18, 2020).***
2.3						Rule 2.7 Announcement dated January 27, 2021 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 27, 2021).
2.4						Co-operation Agreement, dated January 27, 2021, between AMS Holdco 2 Limited and Scapa Group plc (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on January 27, 2021).
3.1						Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 10-Q for the quarter ended September 30, 2009).
3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 22, 2019).
4.1						Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000).
4.2						Indenture, dated as of September 25, 2018, by and among Schweitzer-Mauduit International, Inc., the guarantors listed therein and Wilmington Trust, National Association (including the form of Note attached as an exhibit thereto) (incorporated by reference to Exhibit 4.1 to the Company's Current report on Form 8-K filed on September 25, 2018).
*4.3						Description of registrant's securities
10.1						Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on April 29, 2015).**
10.2						Outside Directors' Stock Plan (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).**
10.3						Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 22, 2019).**
10.4.1						Deferred Compensation Plan (incorporated by reference to Exhibit 10.8.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).**
10.4.2						Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.8.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).**
10.5						Restricted Stock Plan (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011).**
10.6.1						Executive Severance Plan (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008).**
10.6.2						2016 Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).**
10.6.3						2016 Executive Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).**
10.7						Deferred Compensation Plan No. 2 for Non-Employee Directors (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
10.8						Deferred Compensation Plan No. 2. (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
*10.9						Summary of Non-Management Director Compensation (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020).**

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Exhibit Number						Exhibit
10.10.1						Restricted Stock Award Agreement (2015 Long-Term Incentive Plan - Cliff Vesting Shares) (incorporated by reference to Exhibit 10.16.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).**
10.10.2						Restricted Stock Award Agreement (2015 LTIP I & II - Service-Based Shares Grant 1) (incorporated by reference to Exhibit 10.16.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).**
10.10.3						Restricted Stock Award Agreement (2015 LTIP I & II - Service-Based Shares Grant 2) (incorporated by reference to Exhibit 10.16.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).**
10.10.4						Performance Award Agreement (2015 Long-Term Incentive plan - Performance Shares) (incorporated by reference to Exhibit 10.16.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).**
10.10.5						Performance Award Agreement (2015 Long-Term Incentive plan - Performance Shares with Cliff Vesting) (incorporated by reference to Exhibit 10.16.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).**
10.11.1						Restricted Stock Agreement (Restricted Stock Plan - Cliff Vesting Shares) (incorporated by reference to Exhibit 10.20.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
10.11.2						Restricted Stock Agreement (French Participants - Cliff Vesting) (incorporated by reference to Exhibit 10.20.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
10.11.3						Restricted Stock Agreement (Restricted Stock Plan - Performance Share Award) (incorporated by reference to Exhibit 10.20.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
10.11.4						Restricted Stock Agreement (French Participants - Performance Shares) (incorporated by reference to Exhibit 10.20.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).**
10.12						Offer Letter, dated March 28, 2017, between Schweitzer-Mauduit International, Inc. and Jeffrey Kramer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 30, 2017).
10.13						Offer Letter, dated January 5, 2018, between Schweitzer-Mauduit International, Inc. and R. Andrew Wamser, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 11, 2018).**
10.14						Separation Agreement, dated January 5, 2018, between Schweitzer-Mauduit International, Inc. and Allison Aden (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 11, 2018).**

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Exhibit Number						Exhibit
10.15						Credit Agreement, dated September 25, 2018, between Schweitzer-Mauduit International, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, J.P. Morgan Chase Bank, N.A., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, SunTrust Robinson Humphrey, Inc. and AgFirst Farm Credit Bank as joint lead arrangers and Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, SunTrust Robinson Humphrey, Inc. and AgFirst Farm Credit Bank as co-syndication agents (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K filed on September 25, 2018).
10.16						First Amendment, dated as of February 9, 2021, to the Credit Agreement, dated September 25, 2018, by and among Schweitzer-Mauduit International, Inc., SWM Luxembourg, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 10, 2021).
10.17						Letter of Agreement, dated March 26, 2019, between Schweitzer-Mauduit International, Inc. and Michael L. Schmit (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 29, 2019).**
10.18						Mutual Agreement for the Termination of Employment, dated October 17, 2019, between Schweitzer-Mauduit International, Inc. and Michel Fievez (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 18, 2019).**
10.19						Consulting Agreement, dated October 17, 2019, between Schweitzer-Mauduit International, Inc. and Michel Fievez (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 18, 2019).**
10.20						Employment Agreement, dated October 18, 2019, between Schweitzer-Mauduit International, Inc. and Omar Hoek (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 18, 2019).**
10.21						Form of Director Deed of Irrevocable Undertaking (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 27, 2021).
10.22						Backstop Credit Agreement, dated as of January 27, 2021, among Schweitzer-Mauduit International, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as bookrunner and lead arranger (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 27, 2021).
*21.1						Subsidiaries of the Company.
*23.1						Consent of Independent Registered Public Accounting Firm.
*24.1						Powers of Attorney.
*31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
*31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
*32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ‡
99.2						Form of Indemnification Agreement (incorporated by reference by Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
101						The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline eXtensible Business Reporting Language ("iXBRL"): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flow, and (vi) Notes to Consolidated Financial Statements (furnished herewith).
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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** Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K

*** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

‡ These Section 906 certifications are not being incorporated by reference into the Form 10-K filing or otherwise deemed to be filed with the SEC.

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SIGNATURES

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


		Schweitzer-Mauduit International, Inc.
		By:
Dated:	March 1, 2022		/s/ Dr. Jeffrey Kramer
			Dr. Jeffrey Kramer
			Chief Executive Officer
			(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Name

Position

Date

/s/ Dr. Jeffrey Kramer

Chief Executive Officer and Director

March 1, 2022

Dr. Jeffrey Kramer

(principal executive officer)

/s/ Andrew Wamser

Executive Vice President and Chief Financial Officer

March 1, 2022

Andrew Wamser

(principal financial officer)

/s/ Michael Schmit

Corporate Controller and Chief Accounting Officer

March 1, 2022

Michael Schmit

(principal accounting officer)

Director

March 1, 2022

Deborah Borg

Director

March 1, 2022

Mark Bye

Director

March 1, 2022

Jeffrey Keenan

Director

March 1, 2022

Marco Levi

Director

March 1, 2022

Kimberly Ritrievi

Director

March 1, 2022

John D. Rogers

Director

March 1, 2022

Anderson D. Warlick

*By:

/s/ Ricardo Nunez

March 1, 2022

Ricardo Nunez

Attorney-In-Fact

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GLOSSARY OF TERMS

The following are definitions of certain terms used in this Form 10-K filing:

•"Flax" is a cellulose fiber from a flax plant used as a raw material in the production of certain cigarette papers.

•"Net debt to EBITDA ratio" is a financial measurement used in bank covenants where "Net Debt" is defined as consolidated total debt minus unrestricted domestic cash and cash equivalents and 65% of non-domestic unrestricted domestic cash and cash equivalents, in excess of $15 million, and "EBITDA" is defined as net income plus the sum of interest expense, income tax expense, depreciation and amortization, non-cash restructuring and impairment charges less amortization of deferred revenue and interest in the earnings of equity affiliates to the extent such earnings are not distributed to the Company.

•"Total debt to capital ratio" is total debt divided by the sum of total debt and total stockholders' equity.

•"Net operating working capital" is accounts receivable, inventory, income taxes receivable and prepaid expense, less accounts payable, accrued expenses and income taxes payable.

•"Polyurethane" is a polymer composed of organic units joined by carbamate (urethane) links.

•"Reconstituted tobacco" is produced in two forms: leaf, or reconstituted tobacco leaf, and wrapper and binder products. Reconstituted tobacco leaf is blended with virgin tobacco as a design aid to achieve certain attributes of finished cigarettes. Wrapper and binder are reconstituted tobacco products used by manufacturers of cigars.

•"Reverse osmosis" is a water purification technology that uses a semipermeable membrane to remove larger particles from drinking water.

•"Thermoplastics" are a plastic material, polymer, that becomes pliable or moldable above a specific temperature and solidifies upon cooling.

•"Tobacco paper" includes cigarette paper which wraps the column of tobacco within a cigarette and has varying properties such as basis weight, porosity, opacity, tensile strength, texture and burn rate, as well as plug wrap paper which wraps the outer layer of a cigarette filter and is used to hold the filter materials in a cylindrical form, and tipping paper which joins the filter element to the tobacco-filled column of the cigarette and is both printable and glueable at high speeds.

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