☒
☑			Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Name of Each Exchange on which

registered

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

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 ☐ No ☑.

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 ☑ No ☐.

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☑☐ Large accelerated filer ☐ ☑ Accelerated filer ☐ Non-accelerated filer ☐ Small reporting company ~~(Do not~~☐ Emerging Growth Company

Indicate by check ifmark whether the registrant has filed a ~~smaller~~report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company)~~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. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

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

~~Based on the closing price as of June 30, 2017, the aggregate market value of the Common Stock of the Registrant held by non‑affiliates was $833.7 million.~~

~~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. ☐

Based on the closing price as of June 30, 2023, the aggregate market value of the Common Stock of the Registrant held by non‑affiliates was $112.7 million.

Common Stock outstanding on February ~~20, 2018~~26, 2024 totaled ~~43,688,575 shares.~~

45,147,547 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the ~~following documents~~definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on May 10, 2024 are incorporated by reference ~~in this Annual Report on Form 10‑K:~~

~~Portions~~into Part III.

GLATFELTER ~~COMPANY~~

CORPORATION

Table of Contents


					Page
PART I
Item 1		Business			1
~~Item 1~~			~~Business~~	1
Item 1A			Risk Factors	6 8
Item 1B					Unresolved Staff Comments	12 14
Item 2 1C		Cybersecurity			~~Properties~~14		12
Item 2		Properties			15
Item 3					Legal Proceedings	12 15
					Executive Officers	12 15
Item 4					Mine Safety Disclosures	13 16

PART II
Item 5					Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13 16
					~~Common Stock Prices and Dividends Declared Information~~	13
	Stock Performance Graph	14 16
Item 6		[Reserved]			~~Selected Financial Data~~16		14
Item 7					Management's Discussion and Analysis of Financial Condition and Results of Operations	15 17
					Results of Operations	16 18
					Liquidity and Capital Resources	24 27
			~~Critical Accounting Policies and Estimates~~	26
Item 7A			Quantitative and Qualitative Disclosures about Market Risk	27 28
Item 8					Financial Statements and Supplementary Data	28 31
		Management's Report on Internal Control Over Financial Reporting			31
		Report of Independent Registered Public ~~Accountants~~Accounting Firm (PCAOB ID #34)			29 32
					Consolidated Statements of Income (Loss)	31 35
					Consolidated Statements of Comprehensive Income (Loss)	32 36
					Consolidated Balance Sheets	33 37
					Consolidated Statements of Cash Flows	34 38
					Consolidated Statements of Shareholders’ Equity	35 39
					Notes to Consolidated Financial Statements	40
					1. Organization	36 40
					2. Accounting Policies	36 40
					3. ~~Energy and Related Sales, Net~~Acquisitions	39 43
		4. Discontinued Operations			44
		5. Restructuring			4.44
		6. Goodwill and Asset Impairments			44
		7. Gain on Dispositions of Plant, Equipment and Timberlands			39 45
		8. Revenue					~~5. Asset Impairment Charges~~46	39
					6.9. Earnings Per Share	40 47
					7.10. Accumulated Other Comprehensive Income	40 48
					8.11. Income Taxes	41

	~~Page~~
				9.12. Stock-Based Compensation	44 53
				~~10.~~13. Retirement Plans and Other Post-Retirement Benefits	45 54
	14. Inventories					~~11. Inventories~~57	49
				~~12.~~15. Plant, Equipment and Timberlands	49 57
				~~13.~~16. Goodwill and Intangible Assets	49 58
				~~14.~~17. Other Long-Term Assets	49 59
				~~15.~~18. Other Current Liabilities	50 59
	19. Leases			60
	~~16.~~20. Long-Term Debt			50 61
				~~17.~~21. Fair Value of Financial Instruments	51 63
				~~18.~~22. Financial Derivatives and Hedging Activities	51 63
				~~19.~~23. Shareholders’ Equity	53 66
				~~20.~~24. Commitments, Contingencies and Legal Proceedings	53 66
				~~21.~~25. Segment and Geographic Information	57 68
	26. Subsequent Event					~~22. Condensed Consolidating Financial Statements~~70	59
		~~23. Quarterly Results (Unaudited)~~	63

Item 9		Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	64 71
Item 9A				Controls and Procedures	64 71
Item 9B				Other Information	64 71
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections					71
PART III
Item 10				Directors, Executive Officers and Corporate Governance	64 71
Item 11				Executive Compensation	64 72
Item 12				Security Ownership of Certain Beneficial Owners and Management ~~and Related Stockholder Matters~~	64 72
Item 13				Certain Relationships and Related Transactions, and Director Independence	64 72
Item 14				Principal Accountant Fees and Services	64 72

PART IV
Item 15				Exhibits, Financial Statement Schedules	65 73
Item 16	Form 10-K Summary					73
Signatures				67 76

Schedule II	68 77

Table of Contents

PART I

~~P. H.~~

Glatfelter ~~Company~~Corporation makes regular filings with the Securities and Exchange Commission (“SEC”), including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings are available, free of charge, on our website, www.glatfelter.com, and the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request to Investor Relations at (717) ~~225-2719,~~ 225-2746, ir@glatfelter.com, or by mail to Investor Relations, ~~96 South George~~4350 Congress Street, Suite ~~520, York, PA, 17401.~~600, Charlotte, NC 28209. In this filing, unless the context indicates otherwise, the terms “we,” ~~“us,~~“our,” ~~“our,~~“us,” “the Company,” or “Glatfelter” refer to ~~P. H.~~ Glatfelter ~~Company~~Corporation and subsidiaries.

~~ITEM 1~~

~~BUSINESS~~

~~Overview~~ ~~Glatfelter began operations in 1864, and we believe we are one~~

The following discussion of our Business sets forth an update of the ~~world’s~~material developments since our most recent full discussion included in Item 1 – “Business” of our 2022 Annual Report on Form 10-K filed with the SEC on February 27, 2023.

ITEM 1 BUSINESS

Overview Glatfelter is a leading ~~manufacturers~~global supplier of ~~specialty papers and~~ engineered materials. WeOur high-quality, innovative, and customizable solutions are ~~headquartered~~found in ~~York, Pennsylvania,~~tea and ~~we own~~single-serve coffee filtration, personal hygiene, as well as in many diverse packaging, home improvement and ~~operate~~industrial applications. Our 2023 net sales were approximately $1.4 billion with customers in over 100 countries. Our operations utilize a variety of manufacturing ~~facilities~~technologies including airlaid, wetlaid, and spunlace with fifteen manufacturing sites located in ~~Arkansas, Pennsylvania, Ohio,~~the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. We have sales offices in all major geographies serving customers under the Glatfelter and Sontara brands.

In 2022, Glatfelter began its turnaround strategy in conjunction with the appointment of Thomas Fahnemann as the new Chief Executive Officer of the Company. In making the transition, the Board of Directors reaffirmed its view that Glatfelter has the right combination of business segments serving attractive, growth-oriented markets and customers with sustainable product offerings, but had brought in a new CEO to address the challenges impacting Glatfelter’s financial performance while charting a new direction to unlock the full value of Glatfelter. In 2023, Glatfelter continued to deliver benefits from the turnaround strategy under new CEO leadership and the benefits from the program helped offset most of the the adverse impacts from volume declines and related machine downtimes. The turnaround strategy focuses on six key initiatives to drive profitability improvements:

•Portfolio optimization - Includes reviewing our entire asset portfolio and considering the strategic, financial, and operational value of each asset in the near- and long-term. We are focusing on areas of our portfolio that have scale, or the potential for scale, a strong market leading position and core competencies in manufacturing technology. During 2023, we divested our Ober-Schmitten, Germany and Costa Rica operations both part of the Composite Fibers segment.

•Margin improvement - This is a fundamental part of the turnaround strategy which includes placing greater focus on profitability rather than simple top-line growth. Price increases and energy surcharges implemented during 2022 to combat the significant impact of inflation and higher energy prices were largely maintained through the first quarter of 2023 and to the extent possible much of the year. In 2023, raw material and energy prices started to declined compared to high levels in 2022 and prices for customers with pass-through arrangements started to decline. For customers not on a contractual pass-through agreement, we selectively began to lower prices to maintain volume yet also focused on returning margins closer to pre-pandemic levels.

•Fixed cost reduction - Includes evaluating our fixed costs and taking actions to make significant reductions. We implemented select headcount reductions, partial capacity rationalizations, and created greater emphasis on reduction of indirect spend to deliver significant savings for 2023 and beyond.

•Cash liberation - This initiative is supported by the work on the first three initiatives in our plan. We will focus on paying down debt, decreasing our leverage, and increasing EBITDA. We will continue to make prudent decisions with respect to capital allocation and maintain a disciplined approach to managing our accounts receivables, finished goods inventory and raw material pricing.

•Operational effectiveness - We are driving continuous improvements across our operations, identifying areas for process enhancements and waste reduction, and expanding operational best practices across the organization. In addition, ~~to many~~the team has made significant progress on reducing the cost of our ~~manufacturing locations, we have sales~~supply chain by improving our warehousing, freight, and distribution ~~offices~~processes.


GLATFELTER 2023 FORM 10-K			1

Table of Contents

•Return Spunlace to profitability - We are executing all the initiatives in our turnaround plan with a heightened sense of urgency of returning our Spunlace segment to profitability. In 2023, the ~~U.S., Russia~~profitability for this segment improved by approximately $9 million compared to 2022 as a result of the actions taken.

We manage our business and ~~China. Our 13 manufacturing facilities have~~make investment decisions under a ~~combined production capacity of approximately 1.0 million tons~~functional operating model with three distinct reporting segments: Airlaid Materials, Composite Fibers and Spunlace. These segments serve growing global customers and markets providing innovative and customizable solutions, ultimately delivering high-quality engineered materials. As a leading global supplier of engineered materials for consumer and ~~specialty papers products used in a wide array of applications. We manage our company as three separate business units: Composite Fibers; Advanced Airlaid Materials; and Specialty Papers.~~

~~Strategy~~ ~~Our strategy is focused on~~

~~The following charts depict Net sales and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) by business unit for the year ended December 31, 2017.~~

Over the past few years, we have shifted more of our focus to developing our engineered materials businesses (Composite Fibers and Advanced Airlaid Materials). We have expanded our position in growing global markets with approximately half of our net sales and three-quarters of Adjusted EBITDA coming from these two businesses. This expansion counterbalances the decline of demand in certain markets served by Specialty Papers.

~~In our growth businesses,~~industrial applications, we partner with leading consumer product companies and other market leaders to provide innovative solutions delivering outstanding performance to meet market requirements. Over the past several years, we have divested non-strategic assets and made investments to increase production capacity and improve our technical capabilities to ensure we are best positioned to serve the market demands and grow our ~~revenue.~~sales. We are committed to growing inwith our key markets and will make appropriate investments to support our customers and satisfy market demands. ~~For example,~~

In 2021, we ~~invested~~completed two significant acquisitions to further our business transformation and in alignment with our stated strategy. On May 13, 2021, we completed the acquisition of all the outstanding equity interests of Georgia-Pacific Mt. Holly LLC, Georgia-Pacific’s U.S. nonwovens business (“Mount Holly”), for $170.9 million. This business includes the Mount Holly, NC manufacturing facility and an R&D center and pilot line for nonwovens product development in Memphis, TN. The Mount Holly facility produces high-quality airlaid products for the wipes, hygiene, and other nonwoven materials markets, competing in the marketplace with nonwoven technologies and substrates, as well as other materials focused primarily on consumer based end-use applications. The Mount Holly acquisition expanded our footprint and income generation in the U.S. and balanced our sales mix between the Airlaid Materials and Composite Fibers segments.

On October 29, 2021, we completed the acquisition of PMM Holding (Luxembourg) AG, and its wholly-owned subsidiaries (“Jacob Holm”), a global leading manufacturer of premium quality spunlace nonwoven fabrics for critical cleaning, high-performance materials, personal care, hygiene and medical applications, for an enterprise value of approximately ~~$85~~$304.0 million, including the extinguishment of debt. The combination created an expanded portfolio of engineered specialty applications manufactured on spunlace-based production assets with opportunities for long-term growth aligned with post-COVID lifestyle changes. Jacob Holm's results are reported prospectively from the date of acquisition as Spunlace, a newly established reporting segment.

Additional information related to ~~build~~these acquisitions is set forth in Item 8 – Financial Statements and Supplementary Data - Note 3 – “Acquisitions.”

On February 7, 2024, we announced our entrance into definitive agreements with Berry Global Group, Inc. (NYSE:BERY) for Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment to include its Global Nonwovens and Films business (“HHNF”) with Glatfelter, to create a ~~new advanced airlaid facility~~leading, publicly-traded company in ~~Arkansas to service~~ the ~~North America market.~~specialty materials industry. The new ~~facility~~combined company (“NewCo”) will ~~provide approximately 22,000 short tons of capacity with commercial shipments anticipated to begin~~become a global leader in the ~~first quarter~~growing specialty materials industry, serving the world’s largest brand owners across global end markets with favorable long-term growth dynamics.

The proposed transaction represents the next significant milestone in the Company’s time-tested strategy as a leading global supplier of ~~2018.~~specialty materials. The ~~investment increases our total global airlaid materials capacity to approximately 129,000 short tons.~~

~~New~~combination of Berry’s HHNF business and Glatfelter provides meaningful scale given the complementary technology and product development and new business development are critical components of our business. During 2017, 2016 and 2015, we invested $10.3 million, $10.3 million and $10.4 million, respectively, in new product development activities.

We are committed to ensuring our cost structure is competitive and to maintaining our leading market positions, expanding product margins and generating strong free cash flows driven by delivering on cost reduction and continuous improvement initiatives. In 2017, we implemented significant cost optimization initiatives in both Composite Fibers and Specialty Papers. Combined, the actions are delivering meaningful results.

~~Our investment in~~portfolios, along with a ~~global business system transformation will unify our processes and systems to~~

~~GLATFELTER 2017 FORM 10-K~~

improve our cost structure, facilitate global growth, empower employees, enable compliance and improve the customer experience. Advanced Airlaid Materials successfully completed implementation of a new manufacturing and business systems in North America during the fourth quarter of 2017 with implementation at our European site to follow in 2018.

~~Acquisitions~~ Over the past several years, we have completed a number of acquisitions that have diversified our revenue, expanded our geographic footprint and enhanced our asset base. Our acquisition strategy is focused on targeting investments in adjacent or closely related markets and which complement our long-term strategy of drivingplatform for considerable growth in ~~core markets. Since 2006, we have successfully completed six acquisitions demonstrating~~future periods. The transaction provides NewCo the opportunity to deliver significant value creation for Glatfelter shareholders by immediately deleveraging Glatfelter’s balance sheet and increasing the equity value of the overall enterprise, while also enhancing our ~~ability~~credit profile with customers and suppliers. Glatfelter’s recent focus on optimizing its portfolio, managing the price/cost spread dynamic, and driving commercial and operational excellence, along with G&A cost discipline, provides the foundation to ~~establish leading market positions through~~meaningfully contribute towards the ~~successful acquisition and integration~~overall success of ~~complementary businesses.~~

~~Business Units~~ ~~We manage our company as three separate business units: Composite Fibers; Advanced Airlaid Materials; and Specialty Papers.~~NewCo.

Table of Contents

Segments Consolidated net sales and the relative net sales contribution of each of our ~~business units~~segments for the past three years are summarized ~~below:~~

below (the data includes the results of the recently completed acquisitions prospectively from the closing date):


Dollars in thousands	2017			2016			2015			Dollars in thousands	2023		2022		2021
Net sales	$	1,591,297		$	1,604,797		$	1,661,084
Business unit contribution
Operating segment contribution
Airlaid Materials
Airlaid Materials
Airlaid Materials											42.3	%	40.4	%	43.4	%
Composite Fibers		34.2	%		32.2	%		32.6	%	Composite Fibers	34.8	%	35.1	%	51.3	%
Advanced Airlaid Materials		16.1			15.2			14.7
Specialty Papers		49.7			52.6			52.7
Spunlace										Spunlace	22.9	%	24.5	%	5.3	%
Total		100.0	%		100.0	%		100.0	%	Total	100.0	%	100.0	%	100.0	%

Net tons sold by each ~~business unit~~segment for the past three years were as follows:

Short tons
2017

2016

2015

Composite Fibers

165,775

151,766

153,766

Advanced Airlaid
Materials

102,110

99,037

95,957

Specialty Papers

764,437

794,318

802,188

Total

1,032,322

1,045,121

1,051,911

~~Composite Fibers~~ ~~Our Composite Fibers business unit serves customers globally and focuses on higher value-added products in the following markets:~~

~~Food & Beverage~~ ~~filtration paper primarily used for single-serve coffee and tea products;~~

~~Wallcovering~~ ~~base materials used by the world’s largest wallpaper manufacturers;~~


Metric tons	2023	2022	2021
Airlaid Materials	156,442	164,844	148,134
Composite Fibers	94,742	103,092	132,196
Spunlace	61,618	72,725	12,514
Inter-segment sales elimination	(1,258)	—	—
Total	311,544	340,661	292,844

~~Technical Specialties~~ ~~a diverse line of special paper products used in applications such as electrical energy storage, transport and transmission, wipes, and other highly-engineered fiber-based applications;~~

•

~~Composite Laminates~~ ~~paper used in production of decorative laminates, furniture, and flooring applications; and~~

~~Metallized products~~ ~~used in labels, packaging liners, gift wrap, and other consumer product applications.~~

We believe Composite Fibers maintains a market leadership position in the single-serve coffee and tea markets, wallcover base material and many products it produces. This business unit’s revenue composition by market consisted of the following for the years indicated:

In thousands
2017

2016

2015

Food & beverage
$
268,474

$
258,463

$
274,865

Wallcovering

103,011

90,767

91,620

Technical specialties

76,991

71,558

71,689

Composite laminates

38,696

35,107

34,897

Metallized

57,088

61,059

68,397

Total
$
544,260

$
516,954

$
541,468

A significant portion of this business unit’s revenue is transacted in currencies other than the U.S. dollar and therefore the comparison from period to period reflects the impact of changes in currency exchange rates. Changes in exchange rates favorably affected the comparison of 2017 to 2016 by $2.0 million and unfavorably affected the comparison of 2016 to 2015 by $11.1 million.

We believe many of the markets served by Composite Fibers present attractive growth opportunities due to evolving consumer preferences, new or emerging geographic markets, and increased market share through superior products and quality. We also believe growth opportunities exist as a result of new product innovations. Many of this business’ papers are extremely lightweight, technically sophisticated, require specialized fibers, and require specifically designed papermaking equipment and production processes. Our proven capability to produce these demanding products and our focus on customer relationships positions us well to compete in these global markets.

The Composite Fibers business unit is comprised of five paper making facilities (Germany, France and England), two metallizing operations (Wales and Germany) and a pulp mill (the Philippines). The combined attributes of the facilities are summarized as follows:

~~Production~~ ~~Capacity~~ ~~(short tons)~~	~~Principal Raw~~ ~~Material~~ ~~(“PRM”)~~	~~Estimated Annual~~ ~~Quantity of PRM~~ ~~(short tons)~~
~~155,500 lightweight~~ ~~and other paper~~	~~Abaca pulp~~		~~15,300~~
	~~Wood pulp~~		~~96,300~~
	~~Synthetic fiber~~		~~24,400~~
~~24,000 metallized~~	~~Base stock~~		~~23,900~~
~~18,000 abaca pulp~~	~~Abaca fiber~~		~~22,700~~

Composite Fibers’ lightweight products are produced using highly specialized inclined wire paper machine technology. We believe we currently maintain approximately 25% of the global inclined wire capacity.

The primary raw materials used in the production of our lightweight papers are abaca pulp, wood pulp and synthetic fibers. Sufficient quantities of abaca pulp and its source abaca fiber are important to support growth in this business unit. Abaca pulp, a specialized pulp with limited sources of availability, is produced by our Philippine mill, providing a unique advantage to our Composite Fibers business unit. In the event the supply of abaca fiber becomes constrained or when production demands exceed the capacity of the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands.

In addition to critical raw materials, Composite Fibers’ production cost is influenced by energy prices, particularly natural gas. The business unit generates all of its steam needed for production by burning natural gas. However, in 2017 it purchased approximately 75% of its electricity needs the cost of which is influenced by the natural gas markets.

~~Market segment~~	~~Competitor~~
~~Single serve coffee & tea~~	~~Ahlstrom, Purico, Miquel y Costas and Zhejiang Kan~~
~~Wallcovering~~	~~Technocell, Neu Kaliss, Goznak, K~~ä~~mmerer and Ahlstrom~~
~~Composite laminates~~	~~Schweitzer-Maudit, Purico, Miquel y Costas and Oi Feng~~
~~Metallized~~	~~AR Metallizing, Torras Papel Novelis, Vaassen, Galileo Nanotech, and Wenzhou Protec Vacuum Metallizing Co.~~

~~Our strategy in Composite Fibers is focused on:~~

~~capitalizing on growing global markets in food & beverage, wallcover, electrical products and consumer products;~~

~~making targeted investments to create incremental capacity to serve growth markets;~~

~~leveraging innovation resources to drive new product and new business development;~~

~~maximize continuous improvement methodologies to increase productivity, reduce costs and expand capacity; and~~

~~ensuring readily available access to specialized raw material requirements to support projected growth.~~

~~Advanced Airlaid Materials~~ ~~Our Advanced~~ AIRLAID MATERIALS Airlaid Materials, ~~business unit~~with 2023 net sales of approximately $586.5 million, is a leading global supplier of highly absorbent and engineered cellulose-based airlaid nonwoven materials, primarily used to manufacture consumer products for growing global end-user markets. Our products are composed of all-natural fluff pulp, which is sustainable by design. The ~~markets~~categories served by ~~Advanced~~ Airlaid Materials include:

•feminine ~~hygiene;~~

hygiene and other hygiene products;

•specialty wipes;

•tabletop;

•adult incontinence;

•home care;

•food pads; and

•other consumer and industrial products.

~~Advanced~~

Airlaid ~~Materials serves~~Materials’ customers ~~who~~ are industry leading consumer product companies, as well as private label converters. We believe this business ~~unit~~ holds a leading ~~market share positions~~position in ~~many~~the majority of the markets it serves. ~~Advanced~~ Airlaid Materials has developed long-term customer relationships through superior quality, customer service, and a reputation for quickly bringing product and process innovations to market.

~~Advanced Airlaid Materials’ revenue~~

This segment’s net sales composition by ~~market consisted of the following for the years indicated:~~

In thousands
2017

2016

2015

Feminine hygiene
$
179,670

$
173,902

$
182,048

Specialty wipes

29,519

25,206

22,950

Adult incontinence

14,425

12,281

10,720

Home care

13,029

12,630

13,345

Other

19,458

20,243

15,526

Total
$
256,101

$
244,262

$
244,589

~~A significant portion of this business unit’s revenue~~categories is ~~transacted~~set forth in ~~currencies other than the U.S. dollar~~Item 8 – Financial Statements and therefore the comparison from period to period reflects the impact of changes in currency exchange rates. Changes in exchange rates unfavorably affected the comparison of 2017 to 2016 by $2.8 million. The effect of currency changes was minimal in 2016 compared with 2015.

Supplementary Data - Note 8 – “Revenue. “

The feminine hygiene category accounted for ~~70%~~37.0% and 39.6% of ~~Advanced~~ Airlaid Material’s ~~revenue~~net sales in ~~2017. The majority of~~2023 and 2022, respectively. Most feminine hygiene sales ~~of this product~~ are to a ~~small~~ group of large, leading global consumer products companies. ~~These~~We believe these markets are ~~considered to be more~~ growth oriented due to population growth in certain geographic regions and changing consumer preferences. In developing regions, demand is also influenced by increases in disposable income and cultural preferences.

~~The Advanced~~

Airlaid Materials ~~business unit~~ operates state-of-the-art facilities in Falkenhagen and Steinfurt, Germany, ~~and~~ Gatineau, ~~Canada. The Falkenhagen location operates three multi-bonded production lines and three proprietary single-lane festooners. The Gatineau~~

~~GLATFELTER 2017 FORM 10-K~~

~~location consists of two airlaid production lines employing multi-bonded and thermal-bonded airlaid technologies and two proprietary single-lane festooners. In addition, a new production facility in~~Canada, Fort Smith, Arkansas, ~~with an annual capacity of approximately 22,000 short tons, will primarily serve the growing demand for wipes~~ and ~~hygiene airlaid products in~~Mount Holly, North ~~America.~~

Carolina. The ~~business unit’s three~~segment's five facilities operate with the following combined ~~attributes:~~

attributes (in metric tons):

Airlaid Production
Capacity (short tons)

Principal Raw Material (“PRM”)

Estimated Annual
Quantity of PRM
(short tons)

129,000

Fluff pulp

98,560

Airlaid Materials

Production Capacity

Principal Raw Material

(“PRM”)

Estimated Annual

Quantity of PRM

190,000

Fluff pulp

130,000

~~In addition~~

Key raw materials used in the airlaid production process other than fluff pulp include synthetic fibers, super absorbent polymers, and latex. The cost to produce is influenced by the cost of critical raw materials ~~our cost to produce is impacted by energy. Advanced~~and energy prices. Airlaid Materials purchases substantially all of the electricity and natural gas used in its operations. Approximately ~~90%~~77% of this ~~business unit’s revenue is~~segment’s net sales in 2023 was earned under contracts ~~with~~whose selling price is influenced by pass-through provisions directly related to the cost of certain key raw materials.

~~Advanced~~


GLATFELTER 2023 FORM 10-K			3

Table of Contents

Airlaid Materials continues to be a technology and product innovation leader in technically demanding segments of the ~~airlaid market. This business unit’s~~markets it serves. Its airlaid material production employs multi-bonded, thermal-bonded and ~~thermal-bonded~~hydrogen-bonded airlaid ~~technologies as opposed to other methods such as hydrogen-bonding.~~technologies. We believe that its facilities are among the most modern and flexible airlaid facilities in the world, allowing it to produce at industry leading operating rates. Its proprietary single-lane festooning technology provides converting and product packaging capabilities which supports efficiency ~~optimization by~~in the customers converting processes. ~~This business unit’s~~Airlaid Materials’ in-house technical expertise combined with significant capital investment requirements and rigorous customer expectations creates large barriers to entry for new competitors.

The following summarizes ~~this business unit’s~~Airlaid Materials’ key competitors:


Market segment		Competitor
~~Airlaid~~Hygiene and other absorbent products	~~Georgia-Pacific LLC,~~	Fitesa, ~~McAirlaid's GmbH,~~McAirlaid’s, Domtar, Suominen, Karweb Nonwovens, and Gelok International
Wipes		Suominen, Berry Global, Kimberly-Clark, Spuntech Industries, Domtar, and AS Nonwovens
Tabletop		SharpCell, Duni/Rexcell, Ascutec, Karweb Nonwovens, Domtar, and Main

~~The global markets served by this business unit are characterized by attractive growth opportunities. To take advantage of this, our~~

Our strategy in Airlaid Materials is focused on:

•maintaining and expanding relationships with customers that are market-leading consumer product companies, as well as companies converting and distributing through private label arrangements;

~~capitalizing on~~•emphasizing our product development and process innovation ~~capabilities;~~

capabilities, broadening of our product portfolio mix, and developing plastic-free technologies;

•expanding geographic reach of markets served;

•

~~optimizing the use of existing production capacity; and~~

•optimizing the use of existing production capacity; and

•employing continuous improvement methodologies and initiatives to reduce costs, improve efficiencies and create additional capacity.

~~Specialty Papers~~

COMPOSITE FIBERS Our ~~North America-based Specialty Papers business unit focuses on producing papers for~~Composite Fibers segment, with 2023 net sales of approximately $483.5 million, processes specialty long fibers, primarily from natural sources such as abaca, and other materials to create premium value-added products in the following ~~markets:~~

categories:

~~Carbonless~~•Food & ~~non-carbonless forms~~ ~~papers~~beverage filtration material primarily used for ~~credit card receipts, multi-part forms, security papers~~single-serve coffee and tea products;

•Technical specialties consists of a diverse line of specialty engineered products used in commercial and industrial applications such as electrical energy storage, home, hygiene, and other ~~end-user~~highly-engineered fiber-based applications;

~~Engineered products~~ ~~for high speed ink jet printing, office specialty products, greeting cards,~~•Wallcover base materials used by wallpaper manufacturers;

•Composite laminates decorative laminate solutions used in furniture, and household and commercial flooring, and other ~~niche specialty~~ applications;

and

~~Envelope and converting~~ ~~papers primarily utilized for transactional and direct mail envelopes; and~~

~~Book publishing~~ ~~papers for the production of high-quality hardbound books~~•Metallized products used in labels, packaging liners, gift wrap, and other ~~book publishing needs.~~

consumer product applications.

~~This business unit produces both commodity~~

We believe Composite Fibers maintains a market leadership position in the single-serve coffee and tea filtration markets, wallcover base material and many other products it produces. We believe many of the markets served by Composite Fibers present attractive growth opportunities due to evolving consumer preferences, new or emerging geographic markets, new product innovation and increased market share through superior products and ~~higher-value-added specialty products. Specialty Papers’ revenue~~quality.

This segment’s net sales composition by ~~market consisted of the following for the years indicated:~~

In thousands
2017

2016

2015

Carbonless & forms
$
292,071

$
319,648

$
349,831

Engineered products

189,930

189,463

190,943

Envelope & converting

154,291

173,362

178,067

Book publishing

152,576

157,541

152,647

Other

2,067

3,568

3,538

Total
$
790,935

$
843,582

$
875,026

Many of the market segments served by Specialty Papers are characterized by declining demand resulting in an industry with excess capacity, lower operating rates and pricing pressure. In addition, foreign producers create additional imbalance by shipping product to the U.S. when market pricingcategories is favorable. In response, we and other producers have closed, reduced or repurposed production capacity in an attempt to bring supply balance to the market. In the third quarter of 2017, we permanently shut down a machine which represented approximately 10% of Specialty Papers’ annual production. Maintaining the supply and demand balance will require the industry to continually remove capacity sufficient to match declining demand.

We have been successful at maintaining this business unit’s shipments by leveraging the flexibility of our assets base to respond to new product and new business development opportunities, efficiently responding to changing customer demands and delivering superior customer service.

We are one of the leading suppliers of carbonless and book publishing papers in the United States. Although the markets for these products are declining, we have been successful in executing our strategy to offset, in large part, this lost volume with products such as envelope papers, business forms, and other value-added specialty engineered products.

Specialty Papers’ highly technical engineered products include high speed ink jet printing papers, office specialty products, greeting cards, packaging, casting, release, transfer, playing card, postal, FDA-compliant food and other niche specialty applications. Such products comprise an array of distinct business niches that are in a continuous state of evolution. Many of these products are utilized for demanding, specialized customer and end-user applications. Some of our products are new and higher growth while others are more mature and further along in the product life cycle. Because many of these products are technically complex and involve substantial customer-supplier development collaboration, they typically command higher per ton prices and generally exhibit greater pricing stability relative to commodity grade paper products.

~~The Specialty Papers business unit operates two integrated pulp and paper making facilities with the following combined attributes:~~

Uncoated Production
Capacity
(short tons)

Principal Raw
Material (“PRM”)

Estimated Annual
Quantity of PRM
(short tons)

735,000

Pulpwood

2,340,000

Wood- and other pulps

665,515

This business unit’s pulp mills have a combined pulp making capacity of 620,000 tons of bleached pulp per year. The principal raw material used to produce pulp is pulpwood, including both hardwoods and softwoods. Pulpwood is obtained from a variety of locations including the states of Pennsylvania, Maryland, Delaware, New Jersey, New York, West Virginia, Virginia, Kentucky, Ohio and Tennessee. To protect our sources of pulpwood, we actively promote conservation and forest management among suppliers and woodland owners.

The Spring Grove facility includes four uncoated paper machines as well as an off-line blade coater and a specialty coater. Annual production capacity for coated paper is approximately 65,000 tons. The Chillicothe facility operates three paper machines producing uncoated and carbonless paper. Two of the machines have built-in coating capability which along with three additional coaters across the Ohio operations’ facilities provide annual coated capacity of approximately 126,000 tons.

In addition to critical raw materials, the cost to produce Specialty Papers’ products is influenced by energy. In 2017, the business unit generated all of its steam needed for production and generated more power than it consumes at the Spring Grove, PA facility, and it purchased

~~approximately 35% of its electricity needed for the Chillicothe, OH mill. The primary fuel source for both facilities is natural gas following the conversion of their boilers from coal.~~

In Specialty Papers’ markets, competition is product line specific due to the necessity for technical expertise and specialized manufacturing for certain products. The following chart summarizes key competitors by market segment:

~~Market segment~~	~~Competitor~~
~~Carbonless paper and forms~~	~~Appvion, Inc., and to a lesser extent, Georgia Pacific, Fibria Celulose, Koehler Paper, Mitsubishi Paper, Nekoosa Coated Products, Packaging Corp and Asia Pulp and Paper Co.~~
~~Engineered products~~	~~Specialty papers divisions of International Paper, Domtar Corp., Packaging Corp, and Sappi Limited, among others.~~
~~Envelope & converting~~	~~Domtar, International Paper, Georgia Pacific and Packaging Corp~~
~~Book publishing~~	~~Domtar Corp., North Pacific Paper (NORPAC), Resolute Forest and others~~

Customer service, product performance, technological advances and product pricing are important competitive factors with respect to all our products. We believe our reputation in these areas continues to be excellent.

~~To be successful in the market environment in which Specialty Papers operates, our strategy is focused on:~~

~~new product and new business development capabilities to ensure optimal utilization of our capacity and to maximize margins;~~

~~leveraging our flexible operating platform to optimize product mix by shifting production among the machines in our system to more closely match output with changing demand trends;~~

~~driving operational excellence by utilizing ongoing continuous improvement methodologies to ensure efficiencies and asset reliability; and~~

~~maintaining superior customer service.~~

Additional financial information for each of our business units, including geographic revenue and amounts of long-lived asset, is included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations andset forth in Item 8 – Financial Statements and Supplementary Data - Note ~~21.~~

8 – “Revenue.”

Composite Fibers is comprised of four production facilities (Germany (2), France, and England), a metallizing operation (Wales) and a pulp mill (the Philippines). The combined attributes of the facilities are summarized as follows (in metric tons):

Composite Fibers

Production Capacity

Principal Raw Material

(“PRM”)

Estimated Annual

Quantity of PRM

142,500 lightweight and other paper

Abaca pulp

14,400

Wood pulp

81,000

Synthetic fiber

21,500

11,200 metallized

Base stock

7,500

12,000 abaca pulp

Abaca fiber

20,000

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The primary raw materials used in the production of our lightweight materials are softwood pulps, abaca pulp, and other specialty fibers. Securing adequate quantities of abaca pulp and its source material, abaca fiber, are important to support growth in this segment. Abaca pulp, a specialized pulp with limited sources of availability globally, is produced by our Philippine pulp mill, providing a unique advantage to our Composite Fibers segment. At certain times, when the supply of abaca fiber becomes constrained or when production demands exceed the capacity of the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands. Glatfelter has also partnered with an external firm to sell any of the excess high quality, specialty abaca produced as part of the cash liberation turnaround initiative.

In addition to critical raw materials, Composite Fibers’ production cost is influenced by the price of electricity and natural gas. In 2023, Composite Fibers purchased approximately 45% of its electricity needs, the cost of which is influenced by the natural gas markets. In addition, the segment generates all the steam used in production by burning natural gas. Approximately 50% of this segment’s net sales in 2023 was earned under contracts whose selling price is influenced by pass-through provisions directly related to the cost of certain key raw materials.

In Composite Fibers’ markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. In addition, Composite Fibers’ lightweight products are produced using highly specialized inclined wire paper machine technology. The following chart summarizes key competitors by market segment:


Market segment						Competitor
Single serve coffee & tea						Ahlstrom, Delfort, Purico, Miquel y Costas, and Zhejiang Kan
Technical specialties						Nippon Kodoshi (NKK), Zhejiang Kan, Twin Rivers, Suominen, and Miquel y Costas
Wallcovering						Technocell, Neu Kaliss, Kaemmerer, and Ahlstrom
Composite laminates						Mativ, Purico, Miquel y Costas, and Qi Feng
Metallized						AR Metallizing, Torras Papel Novelis, Vaassen, Galileo Nanotech, and Wenzhou Protec Vacuum Metallizing Co.

Our strategy in Composite Fibers is focused on:

•leveraging innovation resources to drive plastic free applications, and new product and new business development;

•optimizing our asset utilization and product portfolio while capitalizing on growing global markets in beverage filtration, electrical storage, and consumer products trends;

•maximize continuous improvement methodologies to increase productivity, reduce costs, and expand capacity; and

•ensuring readily available access to specialized raw material requirements or suitable alternatives to support projected growth.

SPUNLACE Our Spunlace segment, with 2023 net sales of approximately $317.9 million, is a global leading specialty manufacturer of premium quality spunlace nonwovens for critical cleaning, high-performance materials, personal care, surface disinfecting wipes, hygiene, beauty care and medical applications. Spunlace, formed as a result of our Jacob Holm acquisition, is a global manufacturer with state of the art proprietary production technology, conversion capabilities and branded products. Spunlace serves the world's largest consumer brands and focuses on quality, sustainability, and innovation. The categories served by Spunlace include:

•consumer wipes;

•critical cleaning;

•health care;

•feminine hygiene;

•high performance materials; and

•beauty care.

Spunlace's products are used by a wide range of end users. The critical cleaning and high performance product categories are used in applications such as automotive refinishing, aerospace, cleanroom, automotive acoustics, fire blocking and filtration. It has long-standing relationships with its customers who are niche players with highly specialized requirements. Health and beauty care includes medical gowns and drapes, wound care, surgical towels, facial masks and face and body wipes. Customers in the wipes and feminine hygiene category consist of some of the world's largest consumer brands, retailers, and converters.


GLATFELTER 2023 FORM 10-K			5

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Spunlace operates four manufacturing facilities, two of which are located in the United States, and one each in France and Spain. In addition, Spunlace provides converting capabilities transforming semi-finished roll goods into finished products using various converting technologies. Spunlace production facilities have the following combined attributes (in metric tons):


Spunlace Production Capacity	Principal Raw Material (“PRM”)	Estimated Annual Quantity of PRM
91,000	Synthetic fibers	21,400
	Pulp-based fibers	24,200
	Fluff pulp	12,800
	Non-wood fibers	1,500
	Base paper	12,100

Key raw materials used in the spunlace production process include natural and synthetic fibers, pulps, and paper stock. The spunlace production process utilized by Spunlace's facilities consumes a significant amount of water to facilitate the formation of fibers into salable product. The cost to produce is influenced by the cost of critical raw materials and energy prices, including electricity and natural gas used in its operations. Approximately 48% of this segment’s net sales in 2023 was earned under contracts whose selling price is influenced by pass-through provisions directly related to the price indices of certain key raw materials.

The following summarizes Spunlace's key competitors:


Market segment						Competitor
Critical cleaning and high performance						Kimberly-Clark, Berry Global, Sellars, Suominen, and Norafin
Feminine hygiene, personal care, health and beauty						Sandler, Suominen, BC Nonwovens, Spuntech, Mogul, Dalian Ruiguang Nonwoven Group, and Asahi Kasei

Our strategy in Spunlace is focused on:

•integrating its operations to maximize planned synergies;

•leading the industry transition in sustainability by leveraging our technological advantage;

•being the preferred co-innovator;

•optimizing the use of existing production capacity; and

•delivering operational excellence.

Concentration of Customers ~~For each of the past three years, no single customer represented more than~~

~~GLATFELTER 2017 FORM 10-K~~

~~10%~~ In 2023, 2022 and 2021, approximately 16%, 15% and 16%, respectively, of our consolidated net ~~sales. However, as discussed~~sales were from sales to Procter & Gamble Company, a customer in ~~Item 1A Risk Factors, one customer~~the Airlaid Materials and Spunlace segments.

The top three customers, in the aggregate, accounted for ~~the majority~~approximately 57% of ~~Advanced~~ Airlaid Materials’ and approximately 42% of Spunlace’s net sales in ~~2017, 2016 and 2015.~~

2023.

Capital Expenditures Our business ~~is capital intensive and~~ requires ~~significant~~ expenditures for equipment enhancements to support growth strategies, research and development initiatives, ~~environmental compliance~~ and for normal upgrades or replacements. ~~During the past two years, we incurred significant expenditures related to Specialty Papers’ environmental compliance project and for Advanced Airlaid Materials’ capacity expansion project.~~ Capital expenditures totaled ~~$132.3~~$33.8 million, ~~$160.2~~$37.7 million and ~~$99.9~~$30.0 million in ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively. ~~The previously mentioned projects are substantially complete and capital~~Capital expenditures in ~~2018~~2024 are estimated to total ~~$67~~between approximately $35 million ~~to $72~~and $40 million.

~~Environmental Matters~~

Government Regulations We are subject to various federal, state and local laws and regulations intended to protect the environment, as well as human health and safety. These regulations include, among others, limits on air emissions and water use and discharges by our facilities and protection of our employees throughout the world. Glatfelter is committed to operating responsibly and addressing the concerns and needs of our stakeholders. At various times, we have incurred ~~significant~~ costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change.

~~We have incurred material capital costs to comply~~

Human Capital Our business is guided by our Board of Directors and a diverse management team comprised of leaders with ~~new air quality regulations including~~extensive business and industry experience. Additional information on our leadership team is set forth within this Form 10-K under the ~~U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT)~~caption “Executive Officers.

We are a defendant in the Fox River environmental site, a complex and significant matter. For a more complete discussion of this matter and our exposure to potential additional costs, see Item 8 – Financial Statements and Supplementary Data – Note 20.

~~Employees~~” As of December 31, ~~2017,~~2023, we employed approximately ~~4,175~~2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our Airlaid Materials, Composite Fibers, and Spunlace products. Our facilities are a continuous flow manufacturing operation with approximately ~~68% are~~68.3% of our employees represented by local works councils or trade unions ~~or labor works councils. The~~in Europe, the United ~~Steelworkers International Union~~Kingdom, Canada, and the ~~Office~~Philippines.

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The daily work of Glatfelter employees is rooted in the Company’s longstanding Code of Business Conduct and ~~Professional Employees International Union represents approximately 1,380 hourly~~Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility.

Employee Health and SafetyWe have a well-established safety management system and ongoing employee well-being programs. The health and safety of our employees have remained a top priority, and we have been diligently taking the necessary measures to protect employees throughout our various facilities. This includes expanded safety, hygiene, and communication protocols as we operate in a post-pandemic environment.

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our Chillicothe, OH and Spring Grove, PA facilities. We have separate labor agreements covering the Ohio and Pennsylvania operations. The three year agreement covering the Ohio operations expires in August 2019 and an agreement covering the Pennsylvania operations expires in November 2020. We consider the overall relationship with our employeesprograms. Glatfelter facilities are striving to be ~~satisfactory.~~

“injury free every day” through implementation of our Global Health & Safety Program, regulatory compliance, site-specific safety plans, safety resources and training, ongoing risk assessment and a safety auditing program. We track multiple safety metrics, including total case incident rate (“TCIR”), to encourage and ensure continuous improvement and mitigation of potential safety risks. In recent years, our TCIR has consistently ranked in the top quartile of safety performance in our industry.

Talent Attraction, Retention, and Development Our employees make essential contributions to our success and ability to drive growth and innovation. Even as the organization has undertaken substantial change in recent years, our vision and Core Values remain the center of our steadfast compliant culture. We are always working to enhance our human resources programs by implementing and integrating enterprise-level processes for talent attraction, career development, and training.

Glatfelter supports its team by providing competitive wages, comprehensive benefits, diverse well-being programs, and other benefits to help enhance the lives of our employees. We provide various work arrangements for employees whose jobs are conducive to remote or hybrid structures. We regularly review our employee offerings to ensure we are positioned competitively to attract and retain top-tier talent.

Employee TrainingTraining and professional growth are central to developing our workforce and driving long-term success for our organization. Global training encompasses a variety of programs, from apprenticeships and machine-specific skill development, grant-funded partnerships, Lean Six Sigma principles training, leadership development and compliance training. To ensure we continue to have the necessary resources with skills necessary to support the production of increasingly sophisticated engineered materials, we invest in the development of skills necessary to operate our machinery, including operational apprenticeship programs in many of our global locations.

Diversity, Equity and InclusionWe are a global company that encourages and embraces different cultures and backgrounds. Our employees, including our management team, are diverse – as our facilities hire locally for leadership positions, as well as salaried and production positions at all levels. We strive to create an inclusive culture and provide opportunities for people of all backgrounds to share their unique viewpoints and contribute to our success. The global nature of our business helps drive our inclusive corporate environment, as we regularly collaborate with colleagues who have different backgrounds, ethnicities, and world views.

We are committed to ensuring our Company is a diverse and inclusive place to work, while also strengthening the communities in which we live.

Other Available Information The Corporate Governance page of our website includes ~~the Company’s~~our Articles of Incorporation, Bylaws, Corporate Governance Principles, Code of Business Conduct, and biographies of our Board of Directors and identifies our Executive Officers. In addition, the website includes charters of the

Audit, Compensation, ~~Finance,~~ and Nominating and Corporate Governance Committees of the Board of Directors. The Corporate Governance page also includes the Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter, our “whistle-blower” ~~policy~~hotline information and other related material. We satisfy the disclosure requirement for any future amendments to, or waivers from, our Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on our website. We will provide a copy of ~~the Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers,~~these documents, without charge, to any person who requests one by contacting Investor Relations at (717) ~~225-2719,~~ 225-2746, ir@glatfelter.com or by mail to ~~96 South George~~4350 Congress Street, Suite ~~520, York, PA, 17401.~~

600, Charlotte, NC 28209.

~~ITEM 1A~~
GLATFELTER 2023 FORM 10-K			~~RISK FACTORS~~ 7

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ITEM 1A RISK FACTORS

Our business and financial performance may be adversely affected by a weak global economic environment or downturns in the target markets that we serve.

Adverse global economic conditions could impact our target markets resulting in decreased demand for our products. Our results could be adversely affected if economic conditions weaken. ~~In the event of significant currency weakening in the countries into which our products are sold, demand for or pricing of our products could be adversely impacted.~~ Also, there may be periods during which demand for our products iscould be insufficient to enable us to operate our production facilities at full capacity and in an economical ~~manner. As a result, we~~manner which may ~~be forced to take machine downtime~~force us to curtail production to match demand. The economic environment may also cause customer insolvencies which may result in their inability to satisfy their financial obligations to us. These conditions are beyond our control and may have a significant impact on our sales and results of operations.

by taking machine downtime.

Approximately $87.7 million of our revenue in 2017 was earned from customers located in Ukraine, Russia and members of the Commonwealth of Independent States (also known as “CIS”). Uncertain geo-political conditions, this region’s economic environment and volatile currencies may cause demand for our products to be volatile and cause abrupt changes in our customers buying patterns.

~~Approximately 29%~~46% of our net sales in ~~2017 were shipped~~2023 was from shipments to customers in Europe, the demand for which is dependent on economic conditions in this ~~area,~~region, or to the extent such customers do business outside of Europe, in other regions of the world. Uncertain economic conditions in this region may cause weakness in demand for our products, as well as volatility in our customers buying patterns.

The cost of raw materials and energy used to manufacture our products could increase or the availability of certain raw materials could become constrained.

Our ~~airlaid~~business requires access to sufficient, and reasonably priced, quantities of wood pulps, different pulps, pulp substitutes, abaca fiber, polyester and various synthetic fibers, and certain other raw materials, ~~capacity expansion project~~as well as access to reliable and abundant supplies of water to support many of our production facilities. Therefore, volatility in the price of key raw materials can have a significant impact on our results of operations.

Our Philippine production site purchases raw abaca fiber to produce abaca pulp, a key material used to manufacture material for single-serve coffee, tea, and technical specialty products at Composite Fibers’ facilities. At certain times, the supply of abaca fiber has been constrained or the quality diminished due to factors such as weather-related damage to the source crop, as well as decisions by landowners to produce alternative crops in lieu of those used to produce abaca fiber. These factors have contributed to volatility in fiber prices or limited available supply.

Airlaid Materials requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods.

The cost of many of our production materials, including petroleum-based chemicals and freight charges, are influenced by the cost of oil. Natural gas is the principal source of fuel for each of our facilities worldwide and prices have historically been more volatile than other fuels. Our manufacturing operations are energy-intensive and prices can fluctuate significantly based on demand.

Although we have contractual arrangements with certain customers pursuant to which our product’s selling price is adjusted for changes in the cost of certain raw materials and energy, we may not be ~~successful due~~able to ~~unanticipated~~fully pass increased raw materials or energy costs ~~unforeseen delays~~on to all customers if the market will not bear the higher price or if existing supply agreements limit price increases. If price adjustments significantly trail increases in ~~production~~raw materials costs, our operating results could be adversely affected.

Our turnaround strategy is time-consuming and expensive and could significantly disrupt our business.

We initiated a significant turnaround strategy in late 2022 in an effort to optimize our portfolio, improve margins, reduce fixed costs, liberate cash, improve operational effectiveness and return Spunlace to profitability. These turnaround actions were, and will continue to be, initiated to deliver significantly improved financial performance. The nature of ~~commercially saleable~~these activities involves topics that are complex and time-consuming in nature, and could significantly disrupt our business if we fail to execute them properly, which could ultimately result in financial impacts to the Company.

The conflict between Russia and Ukraine has adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations.

Approximately $36 million and $40 million, or 2.6% and 2.7% of our net sales in 2023 and 2022, respectively, were earned from customers located in Russia and Ukraine. The geopolitical conditions resulting from the Russia/Ukraine military conflict, including government-imposed sanctions and the current macroeconomic climate in Russia and Ukraine,

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have adversely impacted both demand for our products ~~or softness~~and our ability to deliver products to this region, as well as, limited customers' access to financial resources and their ability to satisfy obligations to us. For example, as a direct result of the military conflict, economic sanctions, and the disruptions in the ~~demand~~region’s financial systems, we have had a significant reduction in wallcover revenues and cash flows. We expect this reduction to continue for ~~airlaid products.~~

~~We invested approximately $85~~the foreseeable future and most directly impact our facility located in Dresden, Germany that produces wallcover base paper, a significant portion of which historically was sold into the Ukraine and Russian markets. As a result, during the first quarter of 2022, we recorded a $117.3 million non-cash asset impairment charge related to ~~construct~~assets of our Dresden facility and an impairment of our Composite Fibers business' goodwill. In addition, we operate manufacturing sites elsewhere in Europe that have been adversely impacted as a new airlaid production facility in Fort Smith, Arkansas, to allow us to better meet the growing demands for airlaid materials. The success of this airlaid capacity expansion is dependent on a variety of factors including, among others:

~~our ability to complete the project, in all material respects, within budget and on schedule;~~

~~ii.~~

~~availability and costs of a qualified workforce;~~

~~iii.~~

~~qualification, and acceptance by, customers of products produced;~~

~~iv.~~

~~demand for airlaid materials and market growth rates; and~~

~~technological changes and innovations.~~

~~The construction phase~~result of the ~~project~~military conflict in Ukraine and related geopolitical events and sanctions.

In the event that current geopolitical tensions fail to abate, or deteriorate further, or additional governmental sanctions are enacted against the Russian economy or its banking and monetary systems, we may face additional adverse consequences to our business and results of operations. Even if the conflict moderates or a resolution between Ukraine and Russia is ~~substantially complete~~reached, we expect that we will continue to experience ongoing adverse consequences to our business, financial condition, and results of operation resulting from the conflict for the foreseeable future, including and because certain of the economic and other sanctions imposed, or that may be imposed, against Russia may continue for a period of time after any resolution has been reached.

Disruption of our global supply chain could adversely affect our business.

Our ability to manufacture, sell and distribute products is critical to our operations. Our products contain raw materials that we ~~have begun~~source globally from suppliers. If there is a shortage of a key raw material in our supply chain, and a replacement cannot be readily sourced from an alternative supplier, the shortage may disrupt our production. Likewise, disruptions in the transportation and delivery of products - both from suppliers to our production facilities, and from our production facilities to our customers - may impact our ability to sell product ~~qualification. If~~and deliver goods to our customers on time and in full. In addition, the costs of transporting materials and products through our chain of sourcing and production may increase, and such increases could be significant. The failure of third parties on which we ~~incur significant unforeseen delays or if we are unable to produce commercially acceptable airlaid~~rely, including those third parties who supply our raw materials, packaging, capital equipment and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and external business partners, to meet ~~growing demands,~~their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations. Failure to take adequate steps to mitigate the likelihood or potential impact of such disruptions, or to effectively manage such disruptions if they occur, could adversely affect our business and results of operations, as well as require additional resources to restore our global supply chain. Any of these factors could have a material adverse impact on our results of operations ~~and/or~~and financial ~~position may be adversely affected.~~

condition.

Foreign currency exchange rate fluctuations could adversely affect our results of operations.

A significant proportion of our ~~revenue~~net sales and earnings is generated from operations outside of the United States. In addition, we own and operate manufacturing facilities in Canada, Germany, France, Spain, the United Kingdom, and the Philippines. A significant portion of our business is transacted in currencies other than the U.S. dollar, including the euro, British pound, Canadian dollar, and Philippine peso, among others. Our euro denominated ~~revenue exceeds~~net sales exceed euro expenses by an estimated ~~€145~~€170 million. With respect to the British pound, Canadian dollar, and Philippine peso, we have greater outflows than inflows of these currencies, although to a lesser degree than the euro. As a result, we are exposed to changes in currency exchange rates and such changes could be significant.

~~In the event that one or more European countries were to replace the euro with another currency, business may be adversely affected until stable exchange rates are established.~~

Our ability to maintain our products' price competitiveness is reliant, in part, on the relative strength of the currency in which the product is denominated compared to the currency of the market into which it is sold and the functional currency of our competitors. Changes in the rate of exchange of foreign currencies in relation to the U.S. dollar, and other currencies, may adversely impact our results of operations and our ability to offer products in certain markets at acceptable prices. ~~For example, approximately $87.7 million~~

In the event of significant currency weakening in the countries into which our products are sold, demand for our products, pricing of our ~~revenue in 2017 was earned from shipments~~products, or a customer’s ability to customers located in Ukraine, Russia and members of the CIS. Although these sales are denominated in euros, a significant weakening of the customers’ local currencies may adversely affect our revenue, our customers’ credit risk and our results of operation.

~~The cost of raw materials and energy used~~satisfy obligations to ~~manufacture our products could increase and the availability of certain raw materials could become constrained.~~

We require access to sufficient and reasonably priced quantities of pulpwood, pulps, pulp substitutes, abaca fiber, synthetic fibers, colorformers and certain other raw materials, as well as access to reliable and abundant supplies of water to support many of our production facilities.

~~Our Specialty Papers’ locations are vertically integrated manufacturing facilities that can generate approximately 90% of their annual pulp requirements.~~

Our Philippine mill purchases abaca fiber to produce abaca pulp, a key material used to manufacture paper for single-serve coffee, tea and technical specialty products at Composite Fibers’ facilities. At certain times, the supply of abaca fiber has been constrained or the quality diminished due to factors such as weather-related damage to the source crop as well as decisions by land owners to produce alternative crops in lieu of those used to produce abaca fiber. These factors have contributed to volatility in fiber prices or limited available supply.

Our Advanced Airlaid Materials business unit requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods. Softwood availability can be limited by many factors, including weather in regions where softwoods are abundant.

The cost of many of our production materials, including petroleum based chemicals and freight charges, are influenced by the cost of oil. In addition, we recently completed the conversion of Specialty Papers’ boilers to burn natural gas as opposed to coal. Natural gas is now the principal source of fuel for each of our facilities worldwide and has historically been more volatile than other fuels.

~~GLATFELTER 2017 FORM 10-K~~

Government rules, regulations and policies have an impact on the cost of certain energy sources, particularly for our European operations. In Europe, we currently benefit from a number of government sponsored programs related to, among others, green energy or renewable energy initiatives designed to mitigate the cost of electricity to larger industrial consumers of power. Any reduction in the extent of government sponsored incentives may adversely affect the cost ultimately borne by our operations. Furthermore, the European Commission is investigating certain energy programs in Germany from which we benefit as to whether the programs comply with European Union rules on state aid. The outcome of these investigations could require us, ~~to return certain benefits previously earned or reduce such benefits in the future and could impact our results of operations.~~

Although we have contractual arrangements with certain Advanced Airlaid Materials’ customers pursuant to which our product’s selling price is adjusted for changes in the cost of certain raw materials, we may not be able to fully pass increased raw materials or energy costs on to all customers if the market will not bear the higher price or if existing agreements limit price increases. If price adjustments significantly trail increases in raw materials or energy prices, our operating results could be adversely ~~affected.~~

impacted.


GLATFELTER 2023 FORM 10-K			9

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Our industry is highly competitive and increased competition could reduce our sales and profitability.

~~Specialty Papers~~

The ~~primary geographic market for our Specialty Papers business unit is the United States,~~global markets in which ~~has been adversely affected~~we compete are served by ~~declining demand for uncoated free sheet, industry capacity exceeding demand,~~a variety of competitors and ~~increased imports from foreign competitors.~~a variety of substrates. As a result, the industry has historically taken steps to reduce capacity, although the timing of the reductions is uncertain. Slowing demand or increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income. The greater financial resources of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a competitive disadvantage.

There have been periods of supply/demand imbalance in our industry which have caused pulp prices and our products’ selling prices to be volatile. The timing and magnitude of price increases or decreases in these markets have generally varied by region and by product type. A sustained period of weak demand or excess supply would likely adversely affect pulp prices and our products’ selling prices. Continued imbalance could have a material adverse effect on our operating and financial results.

~~Some of the other factors that may adversely affect~~ our ability to compete ~~in Specialty Papers’ markets include:~~

is sensitive to, and may be adversely impacted by:

•the entry of new competitors into the ~~markets~~segments we serve;

~~the prevalence of imported product, particularly uncoated free sheet, into the U.S.;~~

~~the willingness of commodity-based and coated producers to enter our markets when they are unable to compete or when demand softens in their traditional markets;~~

•the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;

~~our failure to anticipate and respond to changing customer preferences;~~

~~the impact of electronic-based substitutes for certain of our products such as carbonless and forms, book publishing, and envelope papers;~~

~~the impact of replacement or disruptive technologies;~~

~~changes in end-user preferences;~~

~~our inability to develop new, improved or enhanced products;~~

~~our inability to maintain the cost efficiency of our facilities; and~~

~~the cost of regulatory environmental compliance requirements.~~

~~Composite Fibers and Advanced Airlaid Materials~~ The global markets in which we compete, although growing, are not as large as the markets for Specialty Papers. As a result, our ability to compete is more sensitive to, and may be adversely impacted by, the following:

~~the entry of new competitors into the markets we serve;~~

~~the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;~~

•our failure to anticipate and respond to changing customer preferences; and

•technological advances or changes that impact production or cost ~~competiveness~~competitiveness of our products.

The impact of any significant changes may result in our inability to effectively compete in the ~~markets~~segments in which we operate, and as a result our sales and operating results would be adversely affected.

We may not be able to develop new products acceptable to our existing or potential customers.

Our business strategy is market focused and includes investments in developing new products to meet the changing needs of our customers, serve new customers and to maintain our market share. Our success will depend, in part, on our ability to develop and introduce new and enhanced products that keep pace with introductions by our competitors and changing customer preferences. If we fail to anticipate or respond adequately to these factors, we may lose opportunities for business with both current and potential customers. The success of our new product offerings will depend on several factors, including our ability to:

•anticipate and properly identify our customers' needs and industry trends;

•develop and commercialize new products and applications in a timely manner;

•price our products competitively;

•differentiate our products from our competitors' products; and

•invest efficiently in research and development activities.

Our inability to develop new products or new business opportunities could adversely impact our business and ultimately harm our profitability.

We are subject to substantial costs and potential liability for environmental matters.

We are subject to various environmental laws and regulations that govern our operations, including discharges into the environment, and the handling and disposal of hazardous substances and wastes. We are also subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances. To comply with environmental laws and regulations, we have incurred, and will continue to incur, substantial ~~capital and operating~~ expenditures. The Clean Air Act, and similar regulations, has imposed significant compliance costs and required significant capital expenditures. Compliance with the Clean Air Act resulted in significant process modifications to the boilers at two of our facilities in 2017 and 2016.

We anticipate that environmental regulation of our operations will continue to become more burdensome and that capital and operating expenditures necessary to comply with environmental regulations will continue, and perhaps increase, in the future. Because environmental regulations are not consistent worldwide, our ability to compete globally may be adversely affected by capital and operating expenditures required for environmental compliance. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment, such as air and water quality, resulting from

~~mills~~ production sites we operate or have operated. Potential obligations include ~~compensation~~costs for government oversight of the remediation activities, the restoration of natural resources, and/or personal injury and property damages. ~~See Item 1 – Environmental Matters for an additional discussion of expected costs to comply with environmental regulations.~~

We have exposure to potential liability for remediation and other costs related to the presence of polychlorinated biphenyls (PCBs) in the lower Fox River on which our former Neenah, Wisconsin mill was located. As more fully discussed in Item 8 – Financial Statements and Supplementary Data – Note 20, in 2016 and 2015, we increased our reserve for potential liabilities by $40 million and $10 million, respectively. The increase recorded in 2016 was primarily based on our evaluation of a consent decree between two other defendants and the government agencies. We have financial reserves for this matter but we cannot be certain that those reserves will be adequate to provide for future obligations related to this matter, that our share of costs and/or damages will not exceed our available resources, or that such obligations will not have a long-term, material adverse effect on our consolidated financial position, liquidity or results of operations.

~~Our environmental issues are complex and should be reviewed in the context set forth in more detail in Item 8 – Financial Statements and Supplementary Data – Note 20.~~

~~The Advanced Airlaid Materials business unit generates~~generate a substantial portion of ~~its revenue~~Airlaid Materials' and Spunlace's net sales from ~~one customer serving the hygiene products market,~~a few large customers and the loss of ~~which~~any one could have a material adverse effect on our results of operations.

The ~~majority~~top three customers in each of ~~Advanced~~these segments, in the aggregate, accounted for approximately 57% of Airlaid Materials’ and approximately 42% of Spunlace’s net sales in 2023. Furthermore, Airlaid Materials and Spunlace derive approximately 37% and 7%, respectively, of ~~hygiene products are to one customer. In addition,~~their annual net sales from sales to the feminine hygiene ~~market accounted for 70% of Advanced Airlaid Materials’ net sales in 2017 and sales are concentrated within a small group of large customers.~~market. The loss of ~~the~~any one of these large ~~customer~~customers or a decline in sales of hygiene products could have a material adverse effect on ~~this business’s~~these segments’ operating results. Our ability to effectively compete could be affected by technological production alternatives, which could provide substitute products into this ~~market~~ segment. Customers in the airlaid and spunlace nonwoven fabric material ~~market,~~segments including ~~the~~ hygiene, ~~market,~~ may also switch to less expensive products, change preferences or otherwise reduce demand for ~~Advanced Airlaid Material’s~~our products, thus reducing the size of the ~~markets~~segments in which itwe currently ~~sells its~~sell our products. Any of the foregoing could have a material adverse effect on our financial performance and business prospects.

~~GLATFELTER 2017 FORM 10-K~~

Our operations may be impaired, and we may be exposed to potential losses and liability as a result of natural disasters, acts of terrorism or sabotage or similar events.

If we have a catastrophic loss or unforeseen operational ~~problem~~disruption at any of our facilities, we could suffer significant lost production which could impair our ability to satisfy customer demands.

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Natural disasters, such as earthquakes, hurricanes, tornadoes, typhoons, flooding or fire, and acts of terrorism or sabotage affecting our operating activities and major facilities could materially and adversely affect our operations, operating results and financial condition.

In addition, we own and maintain two dams in York County, Pennsylvania, that were built to ensure a steady supply of water for the operation of our facility in Spring Grove which is a primary manufacturing location for our envelope papers and engineered products. Each of these dams is classified as “high hazard” by the Commonwealth of Pennsylvania because they are located in close proximity to inhabited areas. Any sudden failure of a dam, including as a result of natural disaster or act of terrorism or sabotage, would endanger occupants and residential, commercial and industrial structures, for which we could be liable. The failure of a dam could also be extremely disruptive and result in damage to, or the shut down of, our Spring Grove mill. Any losses or liabilities incurred due to the failure of one of our dams may not be fully covered by or may substantially exceed the limits of our insurance policies and could materially and adversely affect our operating results and financial condition.

In addition, many of our ~~papermaking~~ operations require a reliable and abundant supply of water. Such ~~mills~~sites rely on a local bodies of water ~~body~~ or water ~~source~~sources for their ~~water~~production needs and, therefore, are particularly sensitive to drought conditions or other natural or ~~manmade~~man-made interruptions to ~~water supplies. At various times and for differing periods, each of our mills has had to modify operations 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 flooding, drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.

Our pulp ~~mill~~facility in Lanao del Norte on the Island of Mindanao in the Republic of the Philippines is located along the Pacific Rim, one of the world’s hazard belts. By virtue of its geographic location, this ~~mill~~site is subject to similar types of natural disasters discussed above, cyclones, typhoons, and volcanic activity. Moreover, the area of Lanao del Norte has been a target of suspected terrorist activities. Our pulp mill in Mindanao is located in a rural portion of the island and is susceptible to attacks and/or power interruptions. The Mindanao ~~mill~~site supplies

the abaca pulp used by ~~our~~ Composite Fibers ~~business unit~~ to manufacture paper for single serve coffee and tea products and certain technical specialties products. Any interruption, loss, or extended curtailment of operations at our Mindanao ~~mill~~site could affect our ability to meet customer demands for our products and materially affect our operating results and financial condition.

We have operations in a potentially politically and economically unstable location.

Our pulp ~~mill~~facility in the Philippines is located in a region that is unstable and subject to political unrest. As discussed above, our Philippine pulp ~~mill~~facility produces abaca pulp, a significant raw material used by ~~our~~ Composite Fibers ~~business unit,~~ and is currently our main ~~provider~~source of abaca pulp. There are limited suitable alternative sources of readily available abaca pulp in the world. In the event of a disruption in supply from our Philippine ~~mill,~~site, there is no guarantee that we could obtain adequate amounts of abaca pulp, if at all, from alternative sources at a reasonable price. Further, there is no assurance the performance of such alternative materials will satisfy customer performance requirements. As a consequence, any civil disturbance, unrest, political instability, or other event that causes a disruption in supply could limit the availability of abaca pulp and would increase our cost of obtaining abaca pulp. Such occurrences could adversely impact our sales volumes, ~~revenues~~net sales, and operating results.

Our international operations pose certain risks that may adversely impact sales and earnings.

We have significant operations and assets located in Canada, Germany, France, Spain, the United Kingdom, and the Philippines. Our international sales and operations are subject to a number of unique risks, in addition to the risks in our domestic sales and operations, including, but not limited to, economic and trade disruptions resulting from geopolitical developments, wars or other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East), differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, domestic and foreign customs and tariffs, differing regulatory environments, difficulty in managing widespread operations and political instability. These factors may adversely affect our future profits. Also, in some foreign jurisdictions, we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. Any such limitations would restrict our flexibility in using funds generated in those jurisdictions.

Our business depends on good relations with our employees and attracting and retaining key employees.

As of December 31, 2023, we employed approximately 2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our Airlaid Materials, Composite Fibers, and Spunlace products. Our facilities are a continuous flow manufacturing operation with approximately 68.3% of our employees represented by local works councils or trade unions in Europe, the United Kingdom, Canada, and the Philippines. The risk of labor disputes, work stoppages or other disruptions in production could adversely affect us, especially in conjunction with potential restructuring activities. Any work stoppage or failure to reach agreements with local works councils or trade 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 our operations as a whole. Furthermore, the loss of any of our key employees, including our CEO and their direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows.


GLATFELTER 2023 FORM 10-K			11

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We are subject to cyber-security risks related to unauthorized or malicious access to sensitive customer, vendor, company, or employee information, as well as to the technology that supports our operations and other business processes.

Our business operations rely upon secure systems for ~~mill~~site operations, and data capture, processing, storage, and reporting. Although we maintain appropriate data security and controls, our information technology systems, and those of our ~~third party~~third-party providers, could become subject to ~~cyber attacks. Systems such as ours are inherently exposed to cyber-security risks and potential attacks.~~cyberattacks. The result of such attacks could result in a breach of data security and controls. Such a breach of our network, systems, applications or data could result in operational disruptions or damage or information misappropriation including, but not limited to, interruption to systems ~~availability,~~availability; denial of access to and misuse of applications required by our customers to conduct business with ~~us,~~us; denial of access to the applications we use to plan our operations, procure materials, manufacture and ship products and account for ~~orders,~~orders; theft of intellectual ~~knowhow~~know-how and trade ~~secrets,~~secrets; and inappropriate disclosure of confidential company, employee, customer or vendor information, could stem from such incidents.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies increases our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware.

Any of these operational disruptions and/or misappropriation of information could adversely affect our results of operations, create negative publicity, and could have a material effect on our business.

While we believe we devote significant resources to network security, disaster recovery, employee training and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber incidents, systems disruptions, system compromises or misuses of data. In addition, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

We operate in and are subject to taxation from numerous U.S. and foreign jurisdictions.

The multinational nature of our business subjects us to taxation in the ~~U.S~~U.S. and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions ~~may be~~are subject to significant change. Our effective tax rates could be affected by changes in tax laws or their interpretation, or changes in the mix of earnings in jurisdictions with differing statutory tax rates, and changes in the valuation of deferred tax assets and liabilities. ~~For example, the European Commission~~The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. The minimum tax directive has ~~opened formal investigations to examine whether decisions~~been adopted by the EU for implementation by its Member States into national legislation effective for fiscal years beginning after 2023 and may be adopted by other jurisdictions including the U.S. Many countries where we have operations continue to announce changes in their tax ~~authorities in certain European countries comply with European Union rules~~laws and regulations based on ~~state aid. The outcome of~~ the ~~European Commission’s investigations~~Pillar Two principles. These and other developments could ~~require changes to existing~~significantly negatively impact the Company’s overall tax ~~rulings that, in turn, could have an impact on our income taxes and~~expense, results of ~~operations.~~

operations, and future cash flows.

In the event any of the above risk factors impact our business in a material way or in combination during the same period, we may be unable to generate ~~sufficient~~enough cash flow to simultaneously fund our operations, finance capital expenditures, and satisfy ~~obligations and make dividend payments on our common stock.~~

obligations.

In addition to debt service obligations, our business ~~is capital intensive and~~ requires ~~significant~~ expenditures to support growth strategies, research and development initiatives, ~~environmental compliance,~~ and for normal upgrades or replacements. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, availability under our ~~existing~~ credit facility or other long-term debt. If we are unable to generate ~~sufficient~~enough cash flow from these sources, we could be unable to fund our operations, finance capital expenditures, or satisfy our near and long-term cash ~~needs~~needs.

We have substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and make payments on the notes.

As of December 31, 2023, we had approximately $370.7 million of secured debt and $501.0 million of unsecured debt. We are able to, and may, incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness. Our substantial indebtedness could have important consequences to holders of our indebtedness, including:

•makingitmoredifficultforus to satisfyour obligationswith respect to our long-term debt;

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•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or ~~make dividend payments.~~

other general corporate requirements, and our ability to satisfy our obligations with respect to the notes in the future;

•requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

•increasing our vulnerability to general adverse economic and industry conditions;

•exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;

•limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

•placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt and more favorable terms and thereby affecting our ability to compete;

•increasing our cost of borrowing; and

•failing to comply with the covenants and other requirements contained in our credit agreements or our other debt instruments could cause an event of default under the relevant debt instrument.

Although our borrowing arrangements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new debt is added to our current debt levels, the related risks that we face would increase, and we may not be able to meet all our debt obligations, including the repayment of the notes. On March 30, 2023, we entered into an amendment to the Credit Agreement which obligates us to maintain a leverage ratio under 4.25 to 1.0 through the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026 and a debt service coverage ratio less than 1.25 to 1.0 through the quarter ended December 31, 2024, stepping up to 1.50 to 1.0 at March 31, 2025, and 2.00 to 1.0 at March 31, 2026.

ESG issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation.

If we are unable to meet our ESG goals or evolving investor, industry, or stakeholder expectations and standards, our customers may choose alternative suppliers and/or our reputation, the desirability of our stock to investors, and our business and/or financial condition may be adversely affected. Any failure to achieve our ESG goals, challenges to our ESG reporting or our failure to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters could adversely affect our business and thus our financial condition, results of operations and cash flows.

The pending Reverse Morris Trust transaction with Berry’s HHNF Business may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the transaction could adversely impact the market price of Glatfelter common stock, as well as its business and operating results.

On February 6, 2024, we entered into certain definitive agreements with Berry, for Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment including its Global Nonwovens and Films business (“HHNF”) with Glatfelter (the “Merger”). Immediately following the transaction, pre-merger holders of the shares of common stock of Glatfelter will own, in the aggregate, approximately 10% of the outstanding capital stock of Glatfelter and Berry stockholders will own, in the aggregate, approximately 90% of the outstanding capital stock of Glatfelter.

The consummation of the transaction is subject to certain conditions, including: (i) approval of the required transactions by Glatfelter’s shareholders; (ii) the effectiveness of the registration statements with the SEC registering the issuance of Glatfelter common stock (iii) the listing of Glatfelter common stock issuable to shareholders on the NYSE; (iv) receipt of applicable regulatory approvals, including the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other required regulatory approvals, and (v) the receipt of a private letter ruling from the IRS to the effect that the transactions will qualify for tax-free treatment under the Code, among other customary conditions to closing. There is no assurance that these conditions will be met or waived or that the transaction will be completed on the terms or timeline currently contemplated, or at all.

If the transaction is not completed for any reason, the price of Glatfelter common stock could decline. Glatfelter also could experience negative reactions from employees, customers, suppliers or other third parties if the transaction is not completed.


GLATFELTER 2023 FORM 10-K			13

~~GLATFELTER 2017 FORM 10-K~~

~~ITEM 1B~~

~~UNRESOLVED STAFF COMMENTS~~

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Glatfelter and Berry have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses related to the transaction, including legal, advisory, and financial services fees. Even if the transaction is completed, any delay in the completion of the transaction could diminish the anticipated benefits of the transaction or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the transaction. If the transaction is not consummated because the merger agreement is terminated, Glatfelter may be required under certain circumstances to pay Berry a termination fee of $10 million.

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

~~ITEM 2~~

~~PROPERTIES~~

ITEM 1C CYBERSECURITY

Cybersecurity Risk Management and Strategy

We operate in the engineered materials manufacturing sector, which is subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including: intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws; and other litigation, legal and reputational risks. We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity program is aligned with industry standards and best practices, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework. We conduct periodic risk assessments to identify the potential impact and likelihood of various cyber scenarios, including those involving third-party service providers, and to determine the appropriate mitigation strategies and controls. We use various tools and methodologies to manage cybersecurity risk, including implementation of a business continuity process that includes a comprehensive incident response plan and procedure that is tested on a regular cadence. We also monitor and evaluate our cybersecurity performance on an ongoing basis through regular vulnerability scans, threat intelligence feeds, and penetration tests by an independent third party. We require third-party service providers with access to personal, confidential or proprietary information to implement and maintain comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices. The incident response team, which includes senior IT subject matter experts and security analysts, determines the apparent severity of reported potential incidents, and operationalizes the appropriate incident response plan. In addition, we continue to provide training and awareness practices to mitigate human risk, including mandatory computer-based training, internal communications, and regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide feedback (and, if necessary, additional training or remedial action) to employees. We also maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures should they occur.

Our business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property. Any disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our operations, administrative functions, customer service, product development, and competitive position. They might also result in a breach of our contractual obligations or legal duties to protect the privacy and confidentiality of our stakeholders. Such a breach could expose us to business interruption, lost revenue, ransom payments, remediation costs, liabilities to affected parties, cybersecurity protection costs, lost assets, litigation, regulatory scrutiny and actions, reputational harm, customer dissatisfaction, harm to our vendor relationships, or loss of market share.

Cybersecurity Governance

The Company has increased its investment into combating cybersecurity risks which include increased Board Audit Committee oversight of IT’s security risk reporting, formation of the Cybersecurity Steering Committee to directly govern IT cybersecurity strategies and strengthening the IT security management team which deploys resources to address cybersecurity risks on a day-to-day basis. Our internal cross-functional Cybersecurity Committee meets quarterly to discuss any issues and regulatory updates. The Board’s Audit Committee exercises its oversight role and provides the Board with reports and findings from its annual cybersecurity meeting with management, including the Vice President of Global Information Technology and the Senior IT Director over Cybersecurity. Our Senior IT Director over Cybersecurity holds a Certified Information Systems Security Professional (CISSP) certification and has more than 25 years of experience in cybersecurity. Our Board also reviews our cybersecurity budget on an annual basis.

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ITEM 2 PROPERTIES

We own substantially all of the land and buildings comprising our manufacturing facilities located in ~~Arkansas; Pennsylvania; Ohio;~~the United States; Canada; the United Kingdom; Germany; France; Spain and the Philippines; as well as substantially all of the equipment used in our manufacturing and related operations. Certain of our operations are under lease arrangements, including our metallized paper production facility located in Caerphilly, Wales, land at our Mount Holly, North Carolina site, a converting and warehousing facility in Madison, Tennessee, office and various warehouse space in ~~Moscow, Russia, Souzou,~~the United States, Canada, Europe, China and our corporate offices in ~~York, Pennsylvania.~~Charlotte, North Carolina. All of our properties, other than those that are leased, are free from any material liens or encumbrances. We consider all of our buildings to be in good structural condition and well maintained and our properties to be suitable and adequate for present operations.

~~ITEM 3~~

~~LEGAL PROCEEDINGS~~

ITEM 3 LEGAL PROCEEDINGS

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

We are involved in litigation of a significant environmental matter relating to contamination in the Fox River and Bay of Green Bay in Wisconsin. For a discussion this matter, see Item 8 – Financial Statements and Supplementary Data – Note 20.

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers and other senior management members of February ~~23, 2018:~~

28, 2024.


Name			Age		Office with the Company
~~Dante C. Parrini~~ Thomas M. Fahnemann			53 62		~~Chairman and~~President & Chief Executive Officer
~~John P. Jacunski~~ Boris Illetschko			52 51		~~Executive~~Senior Vice President, Chief Operating Officer
Eileen L. Beck			61		Senior Vice President, Global Human Resources & Administration
Ramesh Shettigar			48		Senior Vice President, Chief Financial Officer & Treasurer
~~Christopher W. Astley~~			45	~~Senior Vice President & Business Unit~~ ~~President, Advanced Airlaid~~ ~~Materials~~
~~Timothy R. Hess~~	51	~~Senior Vice President & Business Unit~~ ~~President, Specialty Papers~~
~~Martin Rapp~~	58	~~Senior Vice President & Business Unit~~ ~~President, Composite Fibers~~
~~Eileen L. Beck~~	55	~~Vice President, Human Resources~~
David C. Elder	49 55			Vice President, ~~Finance~~ Strategic Initiatives, Business Optimization & Chief Accounting Officer
~~Samuel~~Jill L. ~~Hillard~~ Urey			36 57		~~Vice President, Corporate Development & Strategy~~
~~Kent K. Matsumoto~~	58	Vice President, General Counsel ~~and~~ ~~Corporate Secretary~~
~~Joseph J. Zakutney~~	55	~~Vice President, Chief Information Officer~~ & Compliance

~~Dante C. Parrini~~Thomas M. Fahnemann became President and Chief Executive Officer effective ~~January 1, 2011~~August 25, 2022. Since October 2017, he has served as Non-Executive Director, Member of the Board and Chairman of the Audit Committee for AustroCel Hallein, GmbH, in Amsterdam, the Netherlands. From 2010 to 2017, Mr. Fahnemann served as CEO and Chairman of the Management Board of Semperit Holding AG in ~~May 2011.~~Vienna, Austria.

Boris Illetschko became Senior Vice President, Chief Operating Officer effective August 1, 2023. From October 2019 until joining Glatfelter, Mr. Illetschko served as the global Group Chief Commercial Officer & Group Managing Director for voestalpine Rotec GmbH, Krieglach, Austria. Prior to this ~~he was Executive Vice President~~role, Boris worked as an independent industry consultant from 2017 to 2019 and ~~Chief Operating Officer, a position~~from 2011 to 2017, he held since February 2005. Mr. Parrini joined us in 1997 and previously served as Senior Vice President and General Manager, a position he held beginning in January 2003 and prior to that as Vice President responsiblevarious positions for ~~Sales and Marketing.~~

~~John P. Jacunski~~ was promoted to Executive Vice President and Chief Financial Officer in February 2014. From April 2016 through January 2017, Mr. Jacunski also served as President of the Specialty Papers business unit. He joined us in October 2003 and served as Vice President and Corporate Controller. In July 2006 heSemperit AG Holding, Austria.

Eileen L. Beck was promoted to Senior Vice President, and Chief Financial Officer. Mr. Jacunski was previously Vice President and Chief Financial Officer at WCI Steel, Inc. from June 1999 to October 2003. Prior to joining WCI, Mr. Jacunski was with KPMG, an international accounting and consulting firm, where he served in various capacities.

~~Christopher W. Astley~~ ~~was named Senior Vice President~~Global Human Resources & ~~Business Unit President, Advanced Airlaid Materials in January 2015. He joined us in August 2010 as Vice President, Corporate Strategy and was promoted to Senior Vice President~~Administration in February 2014. Prior to joining us, he was an entrepreneur leading a privately held business from 2004 until 2010. Prior to that Mr. Astley held positions with Accenture, a global management consulting firm, and The Coca-Cola Company.

~~Timothy R. Hess~~ ~~was named Senior Vice President & Business Unit President, Specialty Papers in January 2017.Prior to this, Mr. Hess served as Vice President~~Sales & Marketing, Specialty Papers since 2014, and he was the General Manager – Engineered & Converting Products Division from 2008 - 2014. Since joining our company in 1994, Mr. Hess has held various technical, manufacturing, sales and business development positions within ~~Glatfelter.~~

~~Martin Rapp~~ serves as Senior Vice President & Business Unit President, Composite Fibers. Mr. Rapp joined us in August 2006 and has led the Composite Fibers business unit since that time. Prior to this, he was Vice President and General Manager of Avery Dennison’s Roll Materials Business in Central and Eastern Europe since August 2002.

~~Eileen L. Beck~~ ~~was promoted to Vice President Human Resources in April 2017.~~2023. She joined us in 2012 as Director, Global Compensation and Benefits, ~~and~~ was promoted to Vice President in September ~~2015.~~2015, and promoted to Vice President Human Resources & Administration in April 2017. Ms. Beck previously held various Human Resources roles at Armstrong World Industries.

Ramesh Shettigar was promoted to Senior Vice President, Chief Financial Officer and Treasurer in May 2022. He joined us in July 2014 as Vice President and Treasurer and was promoted to Vice President, ESG, Investor Relations and Corporate Treasurer in September 2021. Prior to joining Glatfelter, Mr. Shettigar was Director of Treasury at Quest Diagnostics with responsibility for a broad range of corporate finance activities including cash management, global liquidity, FX, debt/equity financing and capital planning. Mr. Shettigar has also held treasury and related positions with Praxair Inc, Delphi Corporation and McDermott International.

David C. Elder was named Vice President, ~~Finance~~Strategic Initiatives, Business Optimization and Chief Accounting Officer in ~~December 2011 and serves as our chief accounting officer.~~April 2023. Prior to his promotion, he was Vice President, Finance and Chief Accounting Officer. Mr. Elder joined Glatfelter in January 2006 as our Vice President, Corporate ~~Controller, a position held since joining Glatfelter in January 2006.~~Controller. Mr. Elder was previously

Corporate Controller for YORK International Corporation.

~~Samuel~~

Jill L. ~~Hillard~~ ~~joined us in March 2016 as Vice President, Corporate Development & Strategy. Prior to joining us, Mr. Hillard~~ Urey was Vice President – Business Development for Dover Corporation from July 2014 until 2016 where he was responsible for strategy and mergers & acquisitions within the Fluids Business Segment. From February 2011 to 2014, he served as Vice President – Business Development for SPX Corporation where he was responsible for all M&A related strategy activity within the Flow Technology Segment. Additionally, he previously worked for Blackstone in their M&A group.

~~Kent K. Matsumoto~~ ~~was appointed~~ namedVice President, General Counsel & Compliance in December 2023. Prior to her promotion, she wasVice President, Chief Legal & Compliance Officer and Corporate Secretary since July 2019 and has led our legal function since December 2018. She joined Glatfelter in ~~October 2013. Mr. Matsumoto joined us in June 2012~~January 2013 as Assistant General Counsel and ~~also served as interim General~~assumed the additional role of Chief Compliance Officer in the beginning of 2016. Prior to joining us, Ms. Urey was Corporate Counsel ~~from March 2013 to October 2013. From July 2008 until February 2012, he was Associate~~and later Interim General Counsel for ~~Wolters Kluwer.~~

~~Joseph J. Zakutney~~ ~~joined us in September 2015 as Vice President and Chief Information Officer. Prior~~Graham Packaging Company from 2007 to ~~joining Glatfelter, he spent 17 years with The Hershey Company where he held a broad spectrum~~2012.


GLATFELTER 2023 FORM 10-K			15

Table of ~~IT roles including Vice President and CIO.~~

~~ITEM 4~~

~~MINE SAFETY DISCLOSURES~~

Contents

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~~

~~Common Stock Prices and Dividends Declared Information~~

~~The following table shows the high and low prices of our~~

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the New York Stock Exchange under the symbol “GLT” ~~and the dividend~~.

Our Board of Directors declared quarterly cash dividends of $0.14 per common share for ~~each~~the first two quarters of 2022. In the third quarter ~~during~~of 2022, the ~~past two years:~~

Board of Directors suspended the quarterly cash dividend as part of our focused efforts to optimize the operational and financial results of the business. There were no cash dividends declared in 2023.

Quarter
High

Low

Dividend
2017

Fourth
$21.99

$18.54

$0.13
Third
20.72

16.53

0.13
Second
22.53

17.90

0.13
First
25.59

20.73

0.13
2016

Fourth
$25.49

$17.50

$0.125
Third
23.43

19.16

0.125
Second
23.81

18.50

0.125
First
20.94

14.09

0.125

As of February ~~20, 2018,~~26, 2024, we had ~~969~~850 shareholders of record.

~~GLATFELTER 2017 FORM 10-K~~

STOCK ~~PERFORMANCE~~PERFORMANCE GRAPH

The following stock performance graph compares the cumulative 5-year total return of our common stock with the cumulative total returns of both a ~~peer group~~broad market index and a ~~broad market index.~~peer group. We compare our stock performance to the S&P Small Cap 600 ~~Paper Products~~ index ~~comprised of us, Clearwater Paper Corp., Kapstone Paper & Packaging Corp., Neenah Paper Inc.,~~ and ~~Schweitzer-Mauduit International. In addition, the chart includes a comparison~~ to the ~~Russell 2000, which we believe is an appropriate benchmark index for stocks such as ours.~~ S&P Small Cap 600 Materials index.

The following graph assumes ~~that the value of the investment~~$100 was invested in our common stock and in each index ~~and in the peer group~~ (including reinvestment of dividends) ~~was $100~~ on December 31, ~~2012~~2018 and charts itthe performance through December 31, ~~2017.~~

2023.

~~ITEM 6~~

~~SELECTED FINANCIAL DATA~~

As of or for the year ended December 31
Dollars in thousands, except per share
2017

2016

2015

2014

2013

⁽²⁾
Net sales
$
1,591,297

$
1,604,797

$
1,661,084

$
1,802,415

$
1,722,615

Energy and related sales, net

5,126

6,141

5,664

7,927

3,153

Total revenue

1,596,423

1,610,938

1,666,748

1,810,342

1,725,768

(Losses) gains on dispositions of plant, equipment
       and timberlands, net

(26
)

(216
)

21,113

4,861

1,726

Net income
$
7,914

⁽¹
⁾

$
21,554

$
64,575

$
69,246

$
67,158

Earnings per share

Basic
$
0.18

$
0.49

$
1.49

$
1.60

$
1.56

Diluted

0.18

0.49

1.47

1.57

1.52

Total assets
$
1,730,795

$
1,521,259

$
1,500,416

$
1,557,710

$
1,674,010

Total debt

481,396

372,608

360,662

400,818

437,925

Shareholders’ equity

708,928

653,826

663,247

649,109

684,476

Cash dividends declared per common
   share

0.52

0.50

0.48

0.44

0.40

Depreciation, depletion  and
   amortization

76,048

65,826

63,236

70,555

68,196

Capital expenditures

132,304

160,158

99,889

66,046

103,047

Net tons sold

1,032,322

1,045,121

1,051,911

1,059,881

1,029,819

Number of employees

4,175

4,346

4,375

4,516

4,403

ITEM 6    [RESERVED]

~~(1)~~

~~The 2017 results include a $20.9 million non-cash charge related to the impact of the Tax Cuts and Jobs Act (“TCJA”) which was signed into law on December 22, 2017.~~

~~(2)~~

~~On April 30, 2013, we acquired Dresden Papier GmbH, the results of which are included prospectively from the acquisition date.~~

~~ITEM 7~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF~~ ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Table of Contents

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this annual report. Our discussion and analysis of 2023 compared to 2022 is included herein. For discussion and analysis of 2022 compared to 2021, please refer to Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the United States Securities and Exchange Commission on February 27, 2023 and is incorporated herein by reference.

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

i.risks related to the military conflict between Russia and Ukraine and its impact on our production, sales, supply chain, cost of energy, and availability of energy due to natural gas supply issues into Europe;

ii.disruptions of our global supply chain, including the availability of key raw materials and transportation for the delivery of critical inputs and of products to customers, and the increase in the costs of transporting materials and products;

iii.risks associated with our ability to increase selling prices quickly or sufficiently enough to recover rapid cost inflation in our raw materials, energy, freight and other costs, and the potential reduction or loss of sales due to price increases;

iv.variations in demand for our products, including the impact of unplanned market-related downtime, variations in product pricing, or product substitution;

v.the impact of competition, changes in industry production capacity, including the construction of new facilities or new machines, the closing of facilities and incremental changes due to capital expenditures or productivity increases;

vi.risks associated with our international operations, including local economic and political environments and fluctuations in currency exchange rates;

vii.our ability to develop new, high value-added products;

viii.changes in the price or availability of raw materials we use, particularly woodpulp, pulp substitutes, synthetic pulp, other specialty fibers and abaca fiber;

ix.changes in energy-related prices and commodity raw materials with an energy component;

x.the impact of unplanned production interruption at our facilities or at any of our key suppliers;

xi.disruptions in production and/or increased costs due to labor disputes;

xii.the gain or loss of significant customers and/or on-going viability of such customers;

xiii.the impact of war, terrorism, and/or natural disasters;

xiv.the impact of unfavorable outcomes of audits by various state, federal or international tax authorities or changes in pre-tax income and its impact on the valuation of deferred taxes; and

xv.enactment of adverse state, federal or foreign tax or other legislation or changes in government legislation, policy or regulation.

i.
GLATFELTER 2023 FORM 10-K			~~variations in demand for our products including the impact of unplanned market-related downtime, variations in product pricing, or product substitution;~~

~~ii.~~

the impact of competition, both domestic and international, changes in industry production capacity, including the construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or productivity increases;

~~iii.~~

~~risks associated with our international operations, including local/regional economic and political environments and fluctuations in currency exchange rates;~~

~~iv.~~

~~geopolitical events, including Russia, Ukraine and Philippines;~~

v.	~~our ability to develop new, high value-added products;~~

~~vi.~~

~~changes in the price or availability of raw materials we use, in particular pulpwood, pulp, pulp substitutes, synthetic pulp, colorformers, caustic soda, and abaca fiber;~~

~~vii.~~

~~changes in energy-related prices and the price of commodity raw materials with an energy component;~~

~~viii.~~

~~the impact of unplanned production interruption;~~

~~ix.~~

~~disruptions in production and/or increased costs due to labor disputes;~~

x.	~~the impact of exposure to volatile market-based pricing for sales of excess electricity;~~

~~xi.~~

~~the gain or loss of significant customers and/or on-going viability of such customers;~~

~~xii.~~

cost and other effects of environmental compliance, cleanup, damages, remediation or restoration, or personal injury or property damages related thereto, such as the costs of natural resource restoration or damages related to the presence of polychlorinated biphenyls ("PCBs") in the lower Fox River on which our former Neenah mill was located;

~~xiii.~~

~~adverse results in litigation in the Fox River matter;~~

~~xiv.~~

~~the impact of war and terrorism;~~

~~xv.~~

~~the impact of unfavorable outcomes of audits by various state, federal or international tax authorities or changes in pre-tax income and its impact on the valuation of deferred tax assets;~~

~~xvi.~~

~~enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or regulation; and~~

~~xvii.~~

~~our ability to finance, consummate and integrate future acquisitions.~~

Table of Contents

Introduction We manufacture a wide array of ~~specialty papers~~engineered materials and ~~engineered materials. We~~ manage our company along three ~~business units:~~

operating segments:

•Airlaid Materials with sales of airlaid nonwoven fabric-like materials used in feminine hygiene products, adult incontinence products, tabletop, specialty wipes, home care products and other airlaid applications;

•Composite Fibers with ~~revenue from the sale~~sales of single-serve tea and coffee filtration papers, wallcovering base materials, ~~metallized products,~~ composite laminate papers, ~~and many technically special papers~~technical specialties including substrates for electrical ~~applications;~~

applications, and metallized products; and

~~Advanced Airlaid Materials~~•Spunlace with ~~revenue from the sale~~sales of ~~airlaid nonwoven fabric-like~~premium quality spunlace nonwovens for critical cleaning, high-performance materials, ~~used in feminine~~personal care, hygiene and ~~adult incontinence products, specialty wipes, home care products~~medical applications.

Acquisitions As discussed in Item 8 - Financial Statements and ~~other airlaid applications;~~Supplementary Data, Note 3 “Acquisitions,” we completed our acquisitions of Georgia-Pacific's U.S. nonwovens business (“Mount Holly”) on May 13, 2021 for $170.9 million and

the acquisition of all outstanding equity of PMM Holdings (Luxembourg) AG ("Jacob Holm") on October 29, 2021 for $304.0 million. Refer to Note 3 - "Acquisitions" for additional information about these transactions.

~~Specialty Papers~~ with revenue from the sale of papers for carbonless and other forms, envelopes, book publishing, and engineered products such as papers for high-speed ink jet printing, office specialty products, greeting cards, packaging, casting, release, transfer, playing card, postal, FDA-compliant food, and other niche specialty applications.

~~GLATFELTER 2017 FORM 10-K~~

RESULTS OF OPERATIONS

~~2017~~

2023 versus ~~2016~~

2022

Overview ~~Net income for~~ For the year ended December 31, ~~2017 was $7.9~~2023, we reported a loss from continuing operations of $78.1 million, or ~~$0.18~~loss of $1.73 per ~~diluted~~ share compared with ~~$21.6~~a loss of $194.1 million ~~or $0.49~~and loss of $4.33 per ~~diluted~~ share in ~~2016.~~2022. The following table sets forth summarized GAAP-based consolidated results of operations:


	Year ended December 31,
In thousands, except per share	2023		2022
Net sales	$	1,385,516	$	1,491,326
Gross profit	129,707		148,802
Operating income (loss)	2,712		(163,951)
Continuing operations:
Income	(78,103)		(194,117)
Earnings per share	(1.73)		(4.33)
Discontinued operations:
Income (expense)	(950)		(91)
Earnings per share	(0.02)		—
Net income (loss)	(79,053)		(194,208)
Earnings per share	$	(1.75)	$	(4.33)

We used $25.6 million of cash for operating activities in 2023 compared with a cash outflow of $40.8 million a year ago. During 2023 and 2022, capital expenditures totaled $33.8 and $37.7 million, respectively. Refer to Liquidity and Capital Resources for additional discussion of our sources and uses of cash.

The reported results are in accordance with generally accepted accounting principles in the United States (“GAAP”) and reflect ~~the impact~~a number of significant ~~unusual~~items both positive and ~~non-recurring items including, among others, charges related to cost optimization actions including workforce efficiency and the reduction of underutilized capacity, costs related~~negative to our ~~environmental compliance initiative, a capacity expansion project~~Income from Continuing Operations, including: the Ober-Schmitten operations divestiture, turnaround strategy expenses, recognizing tornado related costs, strategic initiatives expenses, debt refinancing costs, and ~~a charge in 2016 related to~~benefits from the ~~Fox River environmental matter. Our results in 2017 reflect the impact~~sale of ~~the Tax Cuts and Jobs Act (the “TCJA”) signed into law on December 22, 2017.~~

timberlands, among others. Excluding these items from reported results, our adjusted ~~earnings,~~loss, a non-GAAP measure, was ~~$51.5~~$38.7 million, or ~~$1.16~~$0.86 loss per ~~diluted~~ share for ~~2017,~~2023, compared with ~~$60.7~~our adjusted loss of $19.0 million, or ~~$1.38~~$0.42 loss per ~~diluted~~ share, a year ago.

~~We generated $104.3~~ Operating income for our Airlaid Materials segment was $11.6 million ~~of cash from operations~~lower in ~~2017~~2023 compared with ~~$116.1 million a year ago. During 2017~~2022. Operating income for our Composite Fibers segment and ~~2016, capital expenditures totaled $132.3~~Spunlace segment were $4.4 million and ~~$160.2~~$7.2 million respectively, reflecting spending in connection with the completion of multi-year major capital spending. We also returned additional cash to our shareholders in the form of a 4% increase in our dividend, the fifth consecutive year in which the dividend was increased.

~~The following table sets forth summarized consolidated results of operations:~~

Year ended
December 31

In thousands, except per share
2017

2016

Net sales
$
1,591,297

$
1,604,797

Gross profit

192,510

218,603

Operating income

58,090

27,693

Net income

7,914

21,554

Earnings per diluted share

0.18

0.49

~~The Composite Fibers and Advanced Airlaid Materials business units reported 15% and 14% growth in operating profit,~~higher, respectively. The performance of these businesses was driven by higher shipping volumes, strong operating performance, higher machine utilization and cost optimization and continuous improvement initiatives. However, Specialty Papers’ profitability declined with selling prices reaching eleven year lows due to declining industry operating rates. The weakness of Specialty Papers more than offset meaningful growth in the engineered materials businesses.

In addition to the results reported in accordance with GAAP, we evaluate our performance using adjusted earnings and adjusted earnings ~~per diluted share.~~before interest expense, interest income, income taxes, depreciation and amortization and stock-based compensation (“Adjusted EBITDA”). We disclose this information to allow investors to evaluate our performance exclusive of certain items that impact the comparability of results from period to period and we

believe it is helpful in understanding underlying operating trends and cash flow generation.

Table of Contents

Adjusted earnings consists of net income determined in accordance with GAAP adjusted to exclude the impact of the following:

~~Airlaid capacity expansion~~

Goodwill and Other Asset Impairment Charges. This adjustment represents non-cash charges recorded to reduce the carrying amount of certain long-lived assets of our Dresden and Ober-Schmitten, Germany facilities and goodwill of our Composite Fibers and Spunlace reporting segments.

Turnaround strategy costs. This adjustment reflects costs incurred in connection with the Company's turnaround strategy initiated in 2022 under its new chief executive officer to drive operational and financial improvement. These costs are primarily related to professional services fees and employee separation expenses.

Russia/Ukraine conflict charges. This adjustment ~~reflects non-capitalized, one-time costs incurred~~represents a non-cash charge recorded to reduce the carrying amount of accounts receivable and inventory directly related to the ~~start-up~~Russia/Ukraine military conflict.

Strategic initiatives. These adjustments primarily reflect professional and legal fees incurred directly related to evaluating and executing certain strategic initiatives including costs associated with acquisitions, the pending merger, and related integrations.

Ober-Schmitten divestiture costs. This adjustment reflects the loss on sale of the Ober-Schmitten, Germany operations and professional and other costs directly associated with the sale of the facility.

Tornado insurance deductible costs. This adjustment reflects the deductible on an insured loss to a ~~new airlaid production~~leased Spunlace facility in ~~Fort Smith, Arkansas~~Tennessee resulting from tornadoes in December 2023.

Debt refinancing costs. Represents charges to write-off unamortized debt issuance costs in connection with the extinguishment of the Company’s €220.0 million Term Loan and IKB loans, as well as the ~~implementation~~amendment to the Company's credit facility. These costs also include an early repayment penalty related to the extinguishment of ~~a new business system.~~

~~Cost optimization actions~~. the IKB loans.

CEO transition costs. This adjustment reflects costs related to consulting services provided by the former CEO.

Corporate headquarters relocation. These adjustments reflect costs incurred in connection with the strategic relocation of the Company’s corporate headquarters to Charlotte, NC. The costs are primarily related to employee relocation costs and exit costs at the former corporate headquarters.

Cost optimization actions. These adjustments reflect charges incurred in connection with initiatives to optimize the cost structure of ~~certain business units~~the Company, improve efficiencies or other objectives. Such actions may include asset rationalization, headcount reductions or similar actions. These adjustments, which have occurred at various times in ~~response~~the past, are irregular in timing and relate to ~~changes in business conditions. The costs are primarily related~~specific identified programs to ~~headcount reduction efforts, write-offs~~reduce or optimize the cost structure of ~~production assets and certain contract termination costs.~~

~~Specialty Papers environmental compliance.~~ a particular operating segment or the corporate function.

COVID-19 ERC recovery. This adjustment reflects ~~non-capitalized, one-time costs incurred by~~ the ~~business unit directly related to compliance with~~benefit recognized from employee retention credits claimed under the ~~U.S. EPA Best Available Retrofit Technology rule~~Coronavirus Aid, Relief, and Economic Security Act (“CARES”) Act and the ~~Boiler Maximum Achievable Control Technology rule. This adjustment includes one-time costs incurred during the construction~~Taxpayer Certainty and ~~transition period in which the newly installed equipment was brought on-line.~~

~~U.S.~~Disaster Tax ~~Reform.~~ ~~This adjustment reflects amounts recorded estimating the impact~~Relief Act of ~~the Tax Cuts~~2020 and Jobs Act (“TCJA”) which was signed into law on December 22, 2017. The TCJA includes, among many provisions, a tax on the mandatory repatriation of earnings of the Company’s non-U.S. subsidiaries and a change in the corporate tax rate from 35% to 21%.

professional services fees directly associated with claiming this benefit.

Timberland sales and related ~~costs. This adjustment excludes~~costs. These adjustments exclude gains from the sales of timberlands as these items are not considered to be part of our core business, ongoing results of operations or cash flows.

~~Fox River environmental matter.~~ ~~This adjustment reflects charges incurred to increase~~ These adjustments are irregular in timing and amount and may benefit our ~~reserve~~operating results.

Discontinued Operations. In connection with the sale of the Specialty Papers business, its results of operations, are reported as discontinued operations for ~~estimated costs related to government oversight, remediation activity and long term monitoring and maintenance at the Fox River site.~~

~~Pension settlement charge.~~ all periods presented. This adjustment reflects the ~~one-time charge incurred during 2016~~net results of this discontinued operation.

Other tax adjustments. Tax effect on adjustments calculated based on the incremental effective tax rate of the jurisdiction in ~~connection with~~which each adjustment originated. For items originating in the ~~settlement of certain pension liabilities as part of a voluntary offer~~U.S., no tax effect is recognized due to ~~vested terminated participants. Our qualified pension plan is overfunded and this action did not require us to contribute any cash.~~

the previously established valuation allowance on the net deferred tax assets.

These adjustments are each unique and not considered to be on-going in nature. The transactions are irregular in timing and amount and may significantly impact our operating performance. As such, these items may not be indicative of our past or future performance and therefore are excluded for comparability purposes.


GLATFELTER 2023 FORM 10-K			19

Table of Contents

Adjusted earnings and adjusted ~~earnings per diluted share~~EBITDA are considered measures not calculated in accordance with GAAP, and therefore are non-GAAP measures. The non-GAAP financial information should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with GAAP. The following table sets forth the reconciliation of net income to adjusted earnings for the ~~years ended~~periods presented:


Adjusted Earnings	Year ended December 31,
	2023				2022
In thousands, except per share	Amount		EPS		Amount		EPS

Net loss	$	(79,053)	$	(1.75)	$	(194,208)	$	(4.33)
Exclude: Loss from discontinued operations, net of tax	950		0.02		91		—
Loss from continuing operations	(78,103)		(1.73)		(194,117)		(4.33)
Adjustments (pre-tax):
Goodwill and other asset impairment charges (1)	—				190,556
Turnaround strategy costs (2)	8,778				8,038
Russia/Ukraine conflict charges/(recovery) (3)	(1,441)				3,207
Strategic initiatives (4)	3,249				5,625
Ober-Schmitten divestiture (5)	18,797				—
Tornado insurance deductible costs (6)	5,000				—
Debt refinancing (7)	1,883				—
CEO transition costs (8)	579				1,728
Corporate headquarters relocation	—				351
Cost optimization actions (9)	—				941
COVID-19 ERC recovery (10)	(233)				(7,344)
Timberland sales and related costs	(1,305)				(2,962)
Total adjustments (pre-tax)	35,307				200,140
Income taxes (11)	902				(25,486)
Other tax adjustments (12)	3,211				428

Total after-tax adjustments	39,420		0.87		175,082		3.91
Adjusted earnings from continuing operations	$	(38,683)	$	(0.86)	$	(19,035)	$	(0.42)

(1)For 2022, reflects goodwill impairment charge of $119.0 million and other asset impairment charges of $71.6 million.

(2)For 2023, primarily reflects employee separation costs of $6.1 million and professional fees of $2.7 million. For 2022, reflects professional services fees of $4.7 million and employee separation costs of $3.3 million.

(3)For 2023, reflects reductions in accounts receivable reserves due to subsequent collections of $1.4 million. For 2022, reflects accounts receivable reserves of $2.9 million and inventory reserves of $0.3 million.

(4)For 2023, reflects primarily professional services fees related to acquisitions or dispositions (including transaction advisory, legal and other consultant costs) of $1.7 million, a loss on the sale of our Costa Rica operations of $0.6 million, a write-off of purchased construction in process of $0.5 million, employee-related costs of $0.2 million, and other costs of $0.2 million. For 2022, reflects primarily professional services fees related to acquisitions (including transaction advisory, legal and other consultant costs) of $4.3 million, employee separation and other costs of $1.1 million, and other costs directly related to the acquisitions of $0.2 million.

(5)Reflects loss on sale of $17.8 million, legal fees of $0.5 million, employee separation costs of $0.1 million, and other costs of $0.4 million in connection with the sale of the Ober-Schmitten facility.

(6)Reflects the deductible on an insured tornado loss to a leased Spunlace facility in Tennessee in December ~~31, 2017~~2023.

(7)Reflects $1.8 million write-off of deferred debt issuance costs in connection with the Company’s debt refinancing in Q1 2023, and ~~2016 :~~

$0.1 million in early repayment penalties and write-off of unamortized financing fees on the IKB loans.

Year ended December 31

2017

2016

In thousands, except per share
Amount

Diluted EPS

Amount

Diluted EPS

Net income
$
7,914

$
0.18

$
21,554

$
0.49

Adjustments (pre-tax)

Airlaid capacity expansion costs

10,854

2,661

Cost optimization actions

9,988

3,534

Specialty Papers' environmental compliance

3,617

8,348

Timberland sales and related costs

(188
)

-

Fox River environmental matter

-

40,000

Pension settlement charge

-

7,306

Total adjustments (pre-tax)

24,271

61,849

Income taxes (1)

(1,641
)

(22,719
)

U.S. Tax Reform

20,922

-

Total after-tax adjustments

43,552

0.98

39,130

0.89

Adjusted earnings
$
51,466

$
1.16

$
60,684

$
1.38

(8)For 2023, primarily reflects a pension settlement charge of $0.6 million related to the separation of our former CEO. For 2022, primarily reflects separation and transition related costs of $4.8 million partially offset by a $3.1 million non-cash benefit related to the forfeiture of stock-based compensation awards.

(9)For 2022, primarily reflects employee separation costs of $0.4 million, equipment write-down of $0.4 million and other costs of $0.1 million directly associated with closure of synthetic fiber production facility in the U.K.

(10) For 2023 and 2022, reflects the benefit recognized from employee retention credits claimed under the CARES Act of 2020 and the subsequent related amendments, partially offset by professional services fees directly related to claiming this benefit.

(11) Tax effect on adjustments calculated based on the incremental effective tax rate of the jurisdiction in which each adjustment originated. For items originating in the U.S., no tax effect is recognized due to the previously established valuation allowance on the net deferred tax assets.

(12) Tax effect of applying certain provisions of the CARES Act of 2020. The amount in 2023 also includes $2.4 million of valuation allowance added to deferred tax asset related to the Ober-Schmitten facility.

Table of Contents


Adjusted EBITDA	Year ended December 31,
In thousands	2023		2022

Net loss	$	(79,053)	$	(194,208)
Exclude: Loss from discontinued operations, net of tax	950		91
Add back: Taxes on continuing operations	7,011		(10,275)
Depreciation and amortization	63,247		66,724
Interest expense, net	63,253		32,799
EBITDA	55,408		(104,869)
Adjustments:
Goodwill and other asset impairment charges	—		190,556
Turnaround strategy costs	9,413		8,038
Russia/Ukraine conflict charges/(recovery)	(1,441)		3,207
Strategic initiatives	3,249		5,625
Ober-Schmitten divestiture	18,797		—
Tornado insurance deductible costs	5,000		—
Debt refinancing	59		—
CEO transition costs	579		4,831
Corporate headquarters relocation	—		351
Share-based compensation	2,797		831
Cost optimization actions	—		589
COVID-19 ERC recovery	41		(7,344)
Timberland sales and related costs	(1,305)		(2,962)
Adjusted EBITDA	$	92,597	$	98,853

EBITDA is a measure used by management to assess our operating performance and is calculated using

income (loss) from continuing operations and excludes interest expense, interest income, income taxes and

depreciation and amortization. Adjusted EBITDA is calculated using EBITDA and further excludes certain items management considers to be unrelated to the company’s core operations. The adjustments include, among others, the costs of strategic initiatives, turnaround strategy costs, costs associated with the Ober-Schmitten divestiture, debt refinancing costs, CEO transition costs, certain cost optimization and restructuring activities, certain COVID-19 ERC recovery, corporate headquarters relocation expenses, asset impairment charge, and share-based compensation expense, as well as the elimination of gains from sales of timberlands. Adjusted EBITDA is a performance measure that excludes costs that we do not consider to be indicative of our ongoing operating performance.

~~(1)~~
GLATFELTER 2023 FORM 10-K			~~Tax effect on adjustments calculated based on the incremental effective tax rate of the jurisdiction in which each adjustment originated and the related impact of valuation allowances.~~ 21

~~Business Unit~~

Table of Contents

Segment Financial Performance

Year ended December 31

Advanced Airlaid

Other and

Dollars in millions
Composite Fibers

Materials

Specialty Papers

Unallocated

Total

2017

2016

2017

2016

2017

2016

2017

2016

2017

2016

Net sales
$
544.3

$
517.0

$
256.1

$
244.3

$
790.9

$
843.6

$
—

$
—

$
1,591.3

$
1,604.8

Energy and related sales, net

—

—

—

—

5.1

6.1

—

—

5.1

6.1

Total revenue

544.3

517.0

256.1

244.3

796.0

849.7

—

—

1,596.4

1,610.9

Cost of products sold

437.6

416.4

216.7

209.5

734.2

752.6

15.4

13.9

1,403.9

1,392.3

Gross profit (loss)

106.7

100.6

39.4

34.8

61.8

97.1

(15.4
)

(13.9
)

192.5

218.6

SG&A

44.4

46.3

9.3

8.4

46.4

55.9

34.3

80.1

134.4

190.7

(Gains) losses on dispositions of plant,

equipment and timberlands, net

—

—

—

—

—

—

—

0.2

—

0.2

Total operating income (loss)

62.3

54.3

30.1

26.4

15.4

41.2

(49.7
)

(94.2
)

58.1

27.7

Non-operating expense

—

—

—

—

—

—

(18.8
)

(16.9
)

(18.8
)

(16.9
)
Income (loss) before
income taxes
$
62.3

$
54.3

$
30.1

$
26.4

$
15.4

$
41.2

$
(68.5
)

$
(111.1
)

$
39.3

$
10.8

Supplementary Data

Net tons sold (thousands)

165.8

151.8

102.1

99.0

764.4

794.3

—

—

1,032.3

1,045.1

Depreciation, depletion and
amortization
$
28.3

$
27.8

$
9.6

$
9.0

$
30.8

$
26.3

$
7.3

$
2.7

$
76.0

$
65.8

Capital expenditures

15.9

18.8

50.6

36.8

51.5

99.0

14.3

5.6

132.3

160.2


	Year ended December 31,
In thousands, except tons	2023		2022
Net Sales by Segment
Airlaid Material	$	586,480	$	601,514
Composite Fibers	483,517		523,863
Spunlace	317,916		365,949
Inter-segment sales elimination	(2,397)		—
Total	$	1,385,516	$	1,491,326

Operating income (loss) by Segment
Airlaid Material	$	43,207	$	54,809
Composite Fibers	21,347		16,923
Spunlace	(2,068)		(9,289)
Other and unallocated	(59,774)		(226,394)
Total	$	2,712	$	(163,951)

Depreciation and amortization
Airlaid Material	$	30,464	$	30,114
Composite Fibers	15,665		19,632
Spunlace	13,245		11,850
Other and unallocated	3,873		5,128
Total	$	63,247	$	66,724

Capital expenditures
Airlaid Material	$	9,885	$	9,691
Composite Fibers	12,286		15,730
Spunlace	9,047		6,689
Other and unallocated	2,552		5,630
Total	$	33,770	$	37,740

Tons shipped (metric)
Airlaid Material	156,442		164,844
Composite Fibers	94,742		103,092
Spunlace	61,618		72,725
Inter-segment sales elimination	(1,258)		—
Total	311,544		340,661

Plant, equipment and timberlands, net
Airlaid Material	$	335,456	$	347,142
Composite Fibers	146,022		145,959
Spunlace	160,294		159,648
Other and unallocated	21,144		23,062
Total	$	662,916	$	675,811

~~The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding~~.

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

services or are included in “Other and Unallocated” in the ~~Business Unit Performance table.~~

table above.

Table of Contents

Management evaluates results of operations of the ~~business units~~segments before ~~pension expense,~~ certain corporate level costs and the effects of certain gains or losses not considered to be related to the core business operations. Management believes that this is a more meaningful representation of the operating performance of its core businesses, the profitability of ~~business units~~operating segments, and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” In the evaluation of ~~business unit~~operating segment results, management does not use any measures of total assets. This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors.

~~GLATFELTER 2017 FORM 10-K~~

Sales and Costs of Products Sold

	Year ended December 31
	Year ended December 31
In thousands
In thousands
In thousands	2017			2016			Change			2023	2022	Change
Net sales	$	1,591,297		$	1,604,797		$	(13,500	)
Energy and related sales, net		5,126			6,141			(1,015	)
Total revenues		1,596,423			1,610,938			(14,515	)
Costs of products sold		1,403,913			1,392,335			11,578
Gross profit	$	192,510		$	218,603		$	(26,093	)
Gross profit as a percent of Net sales		12.1	%		13.6	%

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

segment:


	Year ended December 31							Year ended December 31
Percent of Total	2017			2016			Percent of Total	2023		2022
Business Unit
Segment							Segment
Airlaid Materials							Airlaid Materials	42.3	%	40.3	%
Composite Fibers		34.2	%		32.2	%
Advanced Airlaid Material		16.1			15.2
Specialty Papers		49.7			52.6
Spunlace
Total		100.0	%		100.0	%	Total	100.0	%	100.0	%

Net sales on a consolidated basis totaled ~~$1,591.3~~$1,385.5 million and ~~$1,604.8~~$1,491.3 million in ~~2017~~2023 and ~~2016,~~2022, respectively. ~~The $13.5~~Sales decreased 7.1%, or 7.9% on a constant currency basis, primarily due to an 8.5% decrease in shipments.

Airlaid Materials’ net sales decreased $15.0 million ~~decrease was primarily~~or 2.5%, in the comparison of 2023 to 2022, mainly driven by ~~$29.7 million of~~ lower ~~selling prices~~shipments partially offset by ~~$4.8~~higher selling prices from cost pass-through arrangements as raw material and energy costs remained high in the first half of 2023 compared to same period last year. Shipments decreased 5.1% driven by some of our larger customers destocking inventory coupled with weakness in the European market and competition from lower cost alternate substrates as consumers manage cost. Currency translation was $6.2 million favorable.

Airlaid Materials’ 2023 operating income of ~~favorable currency translation. Shipping volumes~~$43.2 million was $11.6 million lower than 2022. Lower shipments and product mix negatively impacted results by $4.2 million. Selling price increases and energy surcharges of $10.1 million that were particularly higher in the first half of the year mostly offset the higher raw material, energy and other inflationary costs of $11.3 million. For the full year 2023, primary raw material input costs increased $14.2 million, or 5%, as inflationary pressure persisted in the early part of 2023. Overall, the trend in primary raw material input costs was in-line with broader market indices for 2023. Energy costs decreased ~~1.2%.~~

~~Composite Fibers’~~$2.9 million, or 8%, compared to 2022 as energy prices were less volatile. As of December 31, 2023, Airlaid Materials had approximately 77% of its net sales ~~increased $27.3~~with contracts with pass-through provisions. Operations and other were unfavorable by $7.7 million ~~or 5.3%, and totaled $544.3 million in 2017. Shipping volumes in this business unit increased 9.2% and currency translation was favorable~~mainly driven by ~~$2.0 million; however, selling prices unfavorably impacted the comparison by $10.1 million.~~

~~Composite Fibers’ operating income for the year ended December 31, 2017 increased $8.0 million~~lower production to ~~$62.3 million compared~~manage inventory as some customers slowed ordering patterns to ~~a year ago primarily due to higher shipping volumes, improved machine utilization rates and reduced downtime, and the~~manage inventory levels. The impact of ~~our cost optimization program initiated in late 2016. The primary drivers are summarized in the following chart (in millions):~~

~~Advanced Airlaid Materials’~~ ~~net sales totaled $256.1 million in 2017. Net sales increased $11.8 million in the year-over-year comparison primarily due to higher shipping volumes which increased 3.1%.~~

~~Advanced Airlaid Materials’ operating income totaled $30.1 million, an increase of $3.7 million, or 14.0% compared to a year ago driven~~currency and related hedging positively impacted earnings by ~~strong demand. The primary drivers are summarized in the following chart (in millions):~~

~~Specialty Papers’~~ ~~net sales decreased $52.7 million, or 6.2% and totaled $790.9 million in 2017. The decrease was due to a $20.3 million impact from lower selling prices and a 3.8% decrease in shipping volumes.~~

~~Operating income totaled $15.4 million, a decrease of $25.8 million compared to the year ended December 31, 2016.~~$1.5 million. The primary drivers of the change in Airlaid Materials’ operating income are summarized in the following chart ~~(in~~(presented in millions):


GLATFELTER 2023 FORM 10-K			23

Composite Fibers’ net sales decreased $40.3 million or 7.7% in 2023 compared to 2022. The ~~business unit was adversely impacted~~decline in net sales is primarily driven by a ~~supply/demand imbalance affecting~~8.1% decline in shipments. Shipments in all market categories, except for wallcover, were lower than in 2022 primarily due to customer destocking and pricing pressure driven by elevated inputs costs seen in the first half of 2023. Higher selling prices of $7.2 million, driven by price increases and energy surcharges to recover input cost inflation, partially offset the overall lower shipments. Currency translation was favorable $5.0 million.

Composite Fibers 2023 full year operating income of $21.3 million was $4.4 million higher than the full year operating income in 2022. Higher selling prices and energy surcharges of $7.2 million more than offset the continued inflation in energy, raw material, and freight, particularly in the first half of the year. Full year energy costs were slightly favorable with 2022 while primary raw material input costs decreased $3.6 million, or 2%, compared to 2022 as a result of inflationary pressures abating in second half of the year. Overall, the trend in primary raw material input costs was in-line with broader ~~uncoated freesheet market.~~market indices for 2023 and energy prices were less volatile. As of December 31, 2023, Composite Fibers had approximately 50% of its net sales with contracts with pass-through provisions. Operations and other were favorable by $1.4 million mainly driven by lower depreciation and amortization expense as a result of the 2022 impairment in the Composite Fibers business, but partially offset by lower inclined wire production in 2023. The ~~imbalance~~Ober-Schmitten site negatively impacted ~~pricing~~full year-over-year results by $8.3 million. The impact of currency and ~~volume~~related hedging negatively impacted earnings by $1.8 million. The primary drivers of the change in Composite Fibers’ operating income are summarized in the following chart (presented in millions):

Spunlace’s net sales decreased $48.0 million or 13.1% in 2023 compared to 2022. The decline in net sales is primarily due to lower shipments of 15.3% driven by market softness and access to cheaper products in Europe combined with production constraints experienced on the converting side by our customers in North America. Selling prices were higher $6.4 million driven by price increases and energy surcharges to recover input cost inflation particularly in first half of 2023. Currency translation was favorable $1.0 million.

Spunlace's 2023 operating loss of $2.1 million improved by $7.2 million compared to an operating loss of $9.3 million in 2022. Higher selling prices and energy surcharges particularly in the first half of the year were partially offset by higher raw material and energy costs that persisted in first half of the year but the price cost gap further improved in the second half of 2023 as inflationary pressures eased and overall positively impacted earnings by a combined $11.6 million. In 2023, primary raw material input costs increased slightly by $1.0 million while energy costs decreased by $6.2 million, or 20%, compared to 2022. Overall, the trend in primary raw material input costs was in-line with broader market indices for 2023 and energy prices were less volatile. As of December 31, 2023, Spunlace had approximately 48% of its net sales with contracts with pass-through provisions. Operations and others were favorable by $0.5 million as actions taken to improve operations and reduce overall spending were mostly offset by lower production to match customer demands. The impact ~~$25.4 million. Our cost optimization actions including a 15% reduction in salaried workforce, aggressive cost control actions, lower maintenance spending and improved~~

~~operating performance contributed to the $7.3 million benefit from operations.~~

~~The following table summarizes Energy~~of currency and related ~~sales activity for~~hedging positively impacted earnings by $0.4 million. The primary drivers of the ~~years of 2017 and 2016:~~

Year ended
December 31

In thousands
2017

2016

Change

Energy sales
$
3,258

$
3,613

$
(355
)
Costs to produce

(3,986
)

(3,972
)

(14
)
Net

(728
)

(359
)

(369
)
Renewable energy credits

5,854

6,500

(646
)
Total
$
5,126

$
6,141

$
(1,015
)

~~We sell excess power generated by~~change in Spunlace’s operating loss are summarized in the Spring Grove, PA facility. Renewable energy credits (“RECs”) represent sales of certified credits earned related to burning renewable sources of energy such as black liquor and wood waste. We sell RECs into an illiquid market. The extent and value of future revenues from REC sales is dependent on many factors outside of management’s control. Therefore, we may not be able to generate consistent additional sales of RECsfollowing chart (presented in ~~future periods.~~

millions):

Other and Unallocated The amount of net operating expenses not allocated to ~~a business unit~~an operating segment and reported as “Other and Unallocated” in our table of ~~Business Unit~~Segment Financial Performance, totaled ~~$49.7~~$59.8 million for ~~2017~~2023 compared with ~~$94.2~~$226.4 million in ~~2016.~~2022. Excluding the items identified to present “adjusted earnings,” unallocated expenses for the comparison increased $0.3 million. The ~~comparison reflects~~higher costs ~~incurred~~were driven by higher incentive accruals in 2023 compared to 2022, largely offset by expenses related to a customer claim. Expenses for 2023 and 2022 included a customer claim and associated costs totaling $1.6 million and $3.1 million, respectively, related to a supplier's raw material defect that was identified in 2022 by Glatfelter and reported to the customer thereby avoiding the impacted product from reaching the end consumer. The Company is in discussions with the supplier and its insurance provider to recover Glatfelter's losses related to the ~~environmental compliance and capacity expansion projects and charges for cost optimization actions. The amounts reported in 2016 includes a charge~~issue. No recovery of $40.0 million to increase our reserve for potential costs related to the Fox River environmental matter and a $7.3 million pension settlement charge discussed below. These charges are not allocated to a business unit and arelosses was recorded in the accompanying consolidated statements of income under the caption “Selling, general and administrative expenses.” The Fox River matter is more fully discussed in Item 8, Financial Statements and Supplementary Data, Note 20.

~~Pension Expense~~ ~~The following table summarizes the amounts of normal pension expense recognized, excluding the 2016 pension settlement charge, for the periods indicated:~~

Year ended
December 31

In thousands
2017

2016

Change

Recorded as:

Costs of products sold
$
3,381

$
2,346

$
1,035

SG&A expense

3,264

3,149

115

Total
$
6,645

$
5,495

$
1,150

During 2016, pension expense totaled $12.8 million inclusive of a one-time pension settlement charge of $7.3 million related to the settlement of $24.2 million of benefits in connection with a voluntary program offered to deferred vested terminated participants.

2022 or 2023 financials.

The amount of pension expense recognized each year is dependent on various actuarial assumptions and certain other factors, including discount rates and the fair value of our pension assets. Pension expense for the full year of 2018 is expected to be approximately $7.1 million compared with $6.6 million in 2017.

Gain on Sales of Plant, Equipment and Timberlands, net During each of the past ~~three~~two years, we ~~completed the following sales~~sold certain assets, primarily timberlands. For a summary of ~~assets:~~

Dollars in thousands

Acres

Proceeds

Gain (loss)

2017

Timberlands

332

$
209

$
188

Other

n/a

19

(214
)

Total

$
228

$
(26
)

2016

Timberlands

—

$
-

$
-

Other

n/a

70

(216
)

Total

$
70

$
(216
)

2015

Timberlands

15,628

$
23,917

$
20,867

Other

n/a

542

246

Total

$
24,459

$
21,113

~~Income taxes~~ For the year ended December 31, 2017, we recorded a $31.4 million provision for income taxes on pretax income of $39.3 million. The comparable amounts in 2016 were a provision of $(10.7) million and pretax income of $10.8 million. As more fully discussed inthese transactions, refer to Item 8 - Financial Statements and Supplementary Data, Note 7 - "Gain on Dispositions of Plant Equipment and Timberlands."

Interest expense, net For the year ended December 31, 2023, interest expense, net totaled $63.3 million compared with $32.8 million for 2022. The increase reflects our debt refinancing in 2023 in which we entered into a new €250.0 million term loan at a fixed rate of 11.25% per annum and extinguished our then existing €220 million term loan at a fixed rate of 3.75% per annum. For more detail regarding our debt activity, refer to Item 8 - Financial Statements and Supplementary Data, Note 20 - "Long-Term Debt."


GLATFELTER 2023 FORM 10-K			25

Table of Contents

Income taxes For the ~~TCJA was passed into law on~~year ended December ~~22, 2017. In connection with the TCJA,~~31, 2023, we recorded a ~~charge~~$7.0 million income tax provision on a pretax loss of ~~$20.9~~$71.1 million ~~during the fourth quarter~~from continuing operations. The comparable amounts for 2022 were a $10.3 million income tax benefit on a pre-tax loss of ~~2017.~~

~~Tax~~$204.4 million. The income tax expense in ~~2016~~2023 includes a ~~benefit of $14.9 million on the increase in our reserve~~valuation allowance recorded for the ~~Fox River matter~~operating losses in the U.S. and certain foreign jurisdictions for which no income tax benefit was recorded, partially offset by a deferred tax benefit associated with a notional interest deduction carryforward at a foreign subsidiary. The income tax benefit in 2022 includes deferred tax benefits ~~of $4.1 million primarily due to investment~~associated with the asset impairment charges and related bad debt and inventory reserves, partially offset by a valuation allowance recorded for the operating losses in the U.S. and certain foreign jurisdictions for which no income tax ~~credits, release of reserves related to the completion of tax audits and statute closures and due to changes in statutory tax rates.~~

benefit was recorded.

~~GLATFELTER 2017 FORM 10-K~~

Foreign CurrencyWe own and operate facilities in Canada, Germany, France, the United Kingdom, Spain and the Philippines. The functional currency of our Canadian operations is the U.S. dollar. However, in Germany, France and ~~France~~Spain it is the ~~Euro,~~euro, in the UK, it is the British ~~Pound Sterling,~~pound sterling, and in the Philippines the functional currency is the ~~Peso.~~peso. On an annual basis, our euro denominated ~~revenue~~net sales exceeds euro expenses by an estimated ~~€145~~€170 million. For ~~2017~~2023 compared to ~~2016~~2022, the average currency exchange rate of the euro strengthened relative to the U.S. dollar by approximately ~~2.0% in the year over year comparison,~~2.6% , and the British pound sterling to the dollar ~~declined~~strengthened by approximately ~~5.0%~~0.5%. With respect to the British pound sterling, Canadian dollar, and Philippine peso, we have differing amounts of inflows and outflows of these currencies, although to a lesser degree than the euro. As a result, we are exposed to changes in currency exchange rates and such changes could be significant. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates.

The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results for the period indicated.

In thousands
Year ended
December 31, 2017

Favorable
(unfavorable)

Net sales

$
4,818

Costs of products sold

(2,782
)

SG&A expenses

(300
)

Income taxes and other

1,122

Net income

$
2,858


In thousands	Year ended December 31,2023
	Favorable (unfavorable)
Net sales	$	12,174
Costs of products sold	(11,453)
SG&A expenses	(337)
Income taxes and other	33
Net income	$	417

The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in ~~2017~~2023 were the same as ~~2016.~~2022, or “constant currency.” It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.

~~2016 versus 2015~~

~~Overview~~ ~~Net income for 2016 was $21.6 million, or $0.49 per diluted share, compared with $64.6 million, or $1.47 per diluted share, in 2015. The GAAP-based results reflect~~Discontinued Operations We completed the ~~impact~~sale of ~~significant unusual and non-recurring items including, among others, a $40.0 million charge to earnings to increase~~ our reserve in the Fox River environmental matter, a pension settlement charge, and costs related to our environmental compliance initiative and a capacity expansion project. Excluding these items from reported results, adjusted earnings, a non-GAAP measure, was $60.7 million, or $1.38 per diluted share for 2016, compared with $58.9 million, or $1.34 per diluted share, a year ago.

We generated $116.1 million of cash flow from operations in 2016 compared with $133.7 million in 2015. During 2016, capital expenditures totaled $160.2 million primarily related to the environmental compliance project for Specialty Papers and a capacity expansion project for Advanced Airlaid Materials. We also returned additional cash to our shareholders in the form of a 4% increase in the quarterly dividend beginning with the 2016 first quarter dividend payment.

~~The following table sets forth summarized~~business on October 31, 2018. Its results of ~~operations:~~

Year ended
December 31

In thousands, except per share
2016

2015

Net sales
$
1,604,797

$
1,661,084

Gross profit

218,603

202,965

Operating income

27,693

96,372

Net income

21,554

64,575

Earnings per diluted share

0.49

1.47

~~Net sales~~ ~~on a consolidated basis~~operations are reported as discontinued operations for ~~2016 were $1,604.8 million compared with $1,661.1 million for 2015. On a constant currency basis, net sales declined $56.3 million, or 3.4%. Shipping volumes declined less than one percent.~~

~~The following table sets forth the reconciliation of net income to adjusted earnings for the years ended December 31, 2016 and 2015.~~

Year ended December 31

2016

2015

In thousands, except per share
Amount

Diluted EPS

Amount

Diluted EPS

Net income
$
21,554

$
0.49

$
64,575

$
1.47

Adjustments (pre-tax)

Pension settlement charge

7,306

Specialty Papers' environmental compliance

8,348

-

Fox River environmental matter

40,000

10,000

Airlaid capacity expansion costs

2,661

50

Cost optimization actions

3,534

2,461

Asset impairment charge

-

1,201

Timberland sales and related costs

-

(20,867
)

Acquisition and integration related costs

-

178

Total adjustments (pre-tax)

61,849

(6,977
)

Income taxes (1) (2)

(22,719
)

1,328

Total after-tax adjustments

39,130

0.89

(5,649
)

(0.13
)
Adjusted earnings
$
60,684

$
1.38

$
58,926

$
1.34

~~(1)~~

~~Tax effect for adjustments calculated based on the tax rate of the jurisdiction in which each adjustment originated.~~

~~(2)~~

~~Includes release of $1.4 million of tax reserves on timberland sales in 2015.~~

Year ended December 31

Advanced Airlaid

Other and

Dollars in millions
Composite Fibers

Materials

Specialty Papers

Unallocated

Total

2016

2015

2016

2015

2016

2015

2016

2015

2016

2015

Net sales
$
517.0

$
541.5

$
244.3

$
244.6

$
843.6

$
875.0

$
—

$
—

$
1,604.8

$
1,661.1

Energy and related sales, net

—

—

—

—

6.1

5.7

—

—

6.1

5.7

Total revenue

517.0

541.5

244.3

244.6

849.7

880.7

—

—

1,610.9

1,666.8

Cost of products sold

416.4

434.4

209.5

215.7

752.6

804.5

13.9

9.2

1,392.3

1,463.8

Gross profit (loss)

100.6

107.1

34.8

28.9

97.1

76.2

(13.9
)

(9.2
)

218.6

203.0

SG&A

46.3

45.7

8.4

7.6

55.9

43.3

80.1

31.0

190.7

127.7

Gains on dispositions of plant,

equipment and timberlands, net

—

—

—

—

—

—

0.2

(21.1
)

0.2

(21.1
)
Total operating income (loss)

54.3

61.4

26.4

21.3

41.2

32.9

(94.2
)

(19.1
)

27.7

96.4

Non-operating expense

—

—

—

—

—

—

(16.9
)

(17.8
)

(16.9
)

(17.8
)
Income (loss) before
income taxes
$
54.3

$
61.4

$
26.4

$
21.3

$
41.2

$
32.9

$
(111.1
)

$
(36.9
)

$
10.8

$
78.6

Supplementary Data

Net tons sold (thousands)

151.8

153.8

99.0

96.0

794.3

802.2

—

—

1,045.1

1,051.9

Depreciation, depletion and
amortization
$
27.8

$
26.2

$
9.0

$
8.8

$
26.3

$
26.0

$
2.7

$
2.2

$
65.8

$
63.2

Capital expenditures

18.8

26.8

36.8

7.8

99.0

63.5

5.6

1.8

160.2

99.9

~~Sales and Costs of Products Sold~~

Year ended
December 31

In thousands
2016

2015

Change

Net sales
$
1,604,797

$
1,661,084

$
(56,287
)
Energy and related
sales, net

6,141

5,664

477

Total revenues

1,610,938

1,666,748

(55,810
)
Costs of products sold

1,392,335

1,463,783

(71,448
)
Gross profit
$
218,603

$
202,965

$
15,638

Gross profit as a percent
of Net sales

13.6
%

12.2
%

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

Year ended
December 31

Percent of Total
2016

2015

Business Unit

Composite Fibers

32.2
%

32.6
%

Advanced Airlaid Material

15.2

14.7

Specialty Papers

52.6

52.7

Total

100.0
%

100.0
%

~~Net sales~~ ~~on a consolidated basis totaled $1,604.8 million and $1,661.1 million in 2016 and 2015, respectively. The $56.3 million decrease~~all periods presented. There was ~~primarily driven by $30.8 million of lower selling prices and $11.5 million of unfavorable currency translation. Shipping volumes decreased 0.6%.~~

~~GLATFELTER 2017 FORM 10-K~~

~~Composite Fibers’~~ net sales decreased $24.5 million, or 4.5%, primarily due to $7.2 million of lower selling prices and $11.1 million of unfavorable currency translation. Shipping volumes in this business unit decreased 1.3%.

~~Composite Fibers’ operating income for the year ended December 31, 2016 decreased $7.1 million to $54.3 million. The primary drivers are summarized in the following chart (in millions):~~

~~Advanced Airlaid Materials’~~ net sales decreased $0.3 million in the year-over-year comparison as the impact from higher shipping volumes was substantially offset by $8.5 million of lower selling prices from the contractual adjustments due to changes in cost of certain raw materials. Shipping volumes increased 3.1%.

~~Advanced Airlaid Materials’ operating income totaled $26.4 million,~~ an ~~increase of $5.1 million, or 23.9% compared to the same period a year ago. The primary drivers are summarized in the following chart (in millions):~~

~~Specialty Papers’~~ ~~net sales decreased $31.4 million, or 3.6% due to a $15.1 million impact from lower selling prices. Shipping volumes decreased 1.0%.~~

~~Operating income totaled $41.2 million, an increase of $8.3 million compared to the year ended December 31, 2015. The primary drivers are summarized in the following chart (in millions):~~

~~The following table summarizes Energy and related sales for 2016 and 2015:~~

Year ended
December 31

In thousands
2016

2015

Change

Energy sales
$
3,613

$
5,315

$
(1,702
)
Costs to produce

(3,972
)

(4,428
)

456

Net

(359
)

887

(1,246
)
Renewable energy credits

6,500

4,777

1,723

Total
$
6,141

$
5,664

$
477

~~Other and Unallocated~~ ~~The~~immaterial amount of ~~net operating expenses not allocated to a business unit~~activity in results of discontinued operations for 2023 and ~~reported as “Other and Unallocated” in our table~~2022.

Table of ~~Business Unit Performance,~~ totaled $94.2 million in 2016 compared with $19.1 million in 2015. The amounts include charges of $40.0 million and $10.0 million recorded in 2016 and 2015, respectively, to increase our reserve for potential costs related to the Fox River environmental matter. These charges are not allocated to a business unit and are recorded in the accompanying consolidated statements of income under the caption “Selling, general and administrative expenses.” This matter is more fully discussed in Item 8, Financial Statements and Supplementary Data, Note 20. In addition, the comparison reflects $21.1 million of lower gains in 2016 than 2015 from sales of timberlands. The remaining increase is due to the environmental compliance and capacity expansion projects, a pension settlement charge and a charge for cost optimization actions.

Contents

~~Pension Expense~~ Pension expenses are not allocated to a business unit. The following table summarizes the amounts of pension expense, excluding a $7.3 million pension settlement charge, recognized for the periods indicated:

Year ended
December 31

In thousands
2016

2015

Change

Recorded as:

Costs of products sold
$
2,346

$
7,043

$
(4,697
)
SG&A expense

3,149

2,038

1,111

Total
$
5,495

$
9,081

$
(3,586
)

The amount of pension expense recognized each year is dependent on various actuarial assumptions and certain other factors, including discount rates, mortality, and the fair value of our pension assets.

~~Gain (Loss) on Sales of Plant, Equipment and Timberlands, net~~ ~~During years indicated, we completed the following sales of assets~~:

Dollars in thousands

Acres

Proceeds

Gain (loss)

2016

Other

n/a

$
70

$
(216
)

Total

$
70

$
(216
)

2015

Timberlands

15,628

$
23,917

$
20,867

Other

n/a

542

246

Total

$
24,459

$
21,113

~~Income taxes~~ For the year ended December 31, 2016, we recorded a $10.7 million benefit from income taxes on pretax income of $10.8 million. The comparable amounts in 2015 were a provision of $14.0 million and pretax income of $78.6 million. Tax expense in 2016 includes a benefit of $14.9 million on the increase in our reserve for the Fox River matter and benefits of $4.1 million primarily due to investment tax credits, release of reserves related to the completion of tax audits and statute closures and due to changes in statutory tax rates. The effective tax rate in each period reflects a greater proportion of earnings generated in lower tax foreign jurisdictions relative to the U.S.

~~Foreign Currency~~ We own and operate facilities in Canada, Germany, France, the United Kingdom and the Philippines. The functional currency of our Canadian operations is the U.S. dollar. However, in Germany and France it is the Euro, in the UK, it is the British Pound Sterling, and in the Philippines the functional currency is the Peso. During 2016, our euro denominated revenue exceeds euro expenses by an estimated €130 million. For 2016 compared to 2015 the average currency exchange rate of the euro to U.S. dollar was essentially unchanged in the year over year comparison, although the British pound sterling to the dollar declined approximately 17%. With respect to the British pound sterling, Canadian dollar, and Philippine peso, we have differing amounts of inflows and outflows of these currencies, although to a lesser degree than the euro. As a result, we are exposed to changes in currency exchange rates and such changes could be significant. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates.

In thousands
Year ended
December 31, 2016

Favorable
(unfavorable)

Net sales

$
(11,502
)

Costs of products sold

5,762

SG&A expenses

1,284

Income taxes and other

550

Net income

$
(3,906
)

The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in 2016 were the same as 2015. It does not include the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.

~~GLATFELTER 2017 FORM 10-K~~

LIQUIDITY AND CA~~PITAL~~CAPITAL RESOURCES

Our business ~~is capital intensive and~~ requires ~~significant~~ expenditures for new or enhanced equipment, research and development efforts, ~~environmental compliance matters including, but not limited to, the Clean Air Act,~~ and to support our business ~~strategy including the capacity expansion project for Advanced Airlaid Materials.~~strategy. In addition, we have mandatory debt service requirements of both principal and interest. The following table summarizes cash flow information for each of the periods presented:


	Year ended December 31							Year ended December 31,
In thousands	2017			2016			In thousands	2023	2022
Cash and cash equivalents at beginning of period	$	55,444		$	105,304
Cash provided (used) by
Operating activities		104,262			116,110
Operating activities
Operating activities
Investing activities		(132,319	)		(160,888	)
Financing activities		81,588			(3,019	)
Effect of exchange rate changes on cash		7,244			(2,063	)
Net cash provided (used)		60,775			(49,860	)
Change in cash and cash equivalents from discontinued operations
Net cash used
Cash, cash equivalents and restricted cash at the end of period
Less: restricted cash in Prepaid and other current assets
Less: restricted cash in Other assets
Cash and cash equivalents at end of period	$	116,219		$	55,444

At December 31, ~~2017,~~2023, we had ~~$116.2~~$50.3 million in cash and cash equivalents (“cash”), of which approximately 89.0% was held by ~~both domestic and~~ foreign subsidiaries. ~~In addition to our cash and cash equivalents, $67.5 million was available under our revolving credit agreement, which matures in March 2020. Substantially all of our cash and cash equivalents is~~Cash held by our foreign subsidiaries ~~but could~~can be repatriated without incurring a significant amount of additional taxes.

Cash ~~provided~~used by operating activities during the year ended December 31, 2023, totaled ~~$104.3~~$25.6 million compared with $40.8 million in ~~2017 compared with $116.1 million~~the same period a year ago. The decrease in cash used was primarily due to a decrease in working capital usage of approximately $31.9 million, primarily due to: i) accounts receivable, which was driven by higher accounts receivables in 2022 due in part to the termination of the Spunlace factoring program in the U.S., and lower sales in 2023; ii) inventory, which was driven by higher inventory values in 2022 due to raw material and energy inflation and lower raw material levels in 2023, partially offset by; iii) accounts payable which declined in 2023 due to the abatement of inflationary impacts in 2022 and tighter credit terms by vendors reducing days to pay. Operating cash also improved $15.0 million from ~~operations primarily reflects~~a decrease in income taxes paid in 2023, due to higher Canadian income taxes and withholding tax in 2022 and a U.K. income tax refund in 2023 and receipt of $7.6 million of of employee retention credit payments in 2023. These improvements in operating cash paid for the cost optimization initiatives in Specialty Papers and Composite Fibers and costs associated with the Airlaid capacity expansion and movement in other accruals. The use of cash for these factors wasflow were partially offset by ~~$22.7~~lower earnings in 2023 compared to 2022, an increase in interest paid of $26.0 million due to higher interest rates on our debt stemming from ~~improved working capital.~~

the debt refinancing in the first quarter of 2023. In addition, cash outflows related to our turnaround strategy and CEO transition increased $19.8 million in 2023 compared to 2022.

Net cash used by investing activities ~~decreased~~for 2023 totaled $37.1 million which primarily reflects capital expenditures totaling $33.8 million partially offset by ~~$28.6~~$1.7 million in proceeds from the ~~year-over-year comparison~~sales of timberlands. Net cash used by investing activities for 2022 totaled $33.1 million which primarily ~~due to lower~~reflects capital expenditures ~~for Specialty Papers’ environmental compliance and Advanced Airlaid Materials’ capacity expansion projects which totaled $58.8~~totaling $37.7 million partially offset by $3.2 million in ~~2017 compared to $100.2 million in 2016. These two major capital projects are substantially complete with spending related to them in 2018 expected to be approximately $9 million.~~proceeds from the sales of timberlands. Capital expenditures are expected to total between ~~$67~~$35 million and ~~$72~~$40 million ~~for 2018.~~

in 2024.

Net cash ~~provided~~used by financing activities totaled ~~$81.6~~$0.9 million in ~~2017~~2023 compared with ~~a use of $3.0~~$46.9 million in ~~2016.~~2022. The ~~increase~~change in ~~cash provided by financing activities~~the year-to-year comparison primarily reflects ~~additional~~increased borrowings under our revolving credit ~~agreement to support~~facility for working capital

and other operating expenditures in 2022.

~~spending for our major capital programs.~~

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

December 31

In thousands

2017

2016

Revolving credit facility, due Mar. 2020
$
171,200

$
61,595

5.375% Notes, due Oct. 2020

250,000

250,000

2.40% Term Loan, due Jun. 2022

7,710

8,282

2.05% Term Loan, due Mar. 2023

33,607

35,163

1.30% Term Loan, due Jun. 2023

9,423

9,788

1.55% Term Loan, due Sep. 2025

11,390

10,333

Total long-term debt

483,330

375,161

Less current portion

(11,298
)

(8,961
)

Unamortized deferred issuance costs

(1,934
)

(2,553
)

Long-term debt, net of current portion
$
470,098

$
363,647

Our revolving credit facility due in September 2026, contains a number of customary compliance ~~covenants, the most restrictive of which is a maximum leverage ratio of 3.5x.~~covenants. As of December 31, ~~2017,~~2023, the leverage ratio, as calculated in accordance with the definition in our ~~amended credit agreement,~~Credit Agreement, was ~~2.5x,~~3.4x, well within the ~~limits~~maximum limit allowed under our Credit Agreement. A breach of these requirements would give rise to certain remedies under the Revolving Credit Facility, among which are the termination of the agreement and accelerated repayment of the outstanding borrowings plus accrued and unpaid interest under the Credit Agreement. As discussed in Note 20 - “Long-Term Debt,” on March 30, 2023, we amended our Credit Agreement to increase the adjust leverage ratio (as defined in Credit Agreement) to 4.25 to 1.0 until the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026.

Details of our outstanding long-term indebtedness are set forth in our credit agreement. Based on our expectations of future results of operations and capital needs, we do not believe the debt covenants will impact our operations or limit our ability to undertake financings that may be necessary to meet our capital needs.

~~The 5.375% Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding~~ under the credit agreement at maturity, or a default under the credit agreement that accelerates the debt outstanding thereunder. As of December 31, 2017, we met all of the requirements of our debt covenants. The significant terms of the debt instruments are more fully discussed in Item 8 - Financial Statements and Supplementary Data – Note ~~16.~~

~~Financing activities includes cash used for common stock dividends which reflects a 4% increase in our quarterly cash dividend rate in 2017. In 2017, we used $22.5 million~~20 -“Long-Term Debt."


GLATFELTER 2023 FORM 10-K			27

Table of cash for dividends on our common stock compared with $21.6 million in 2016. Our Board of Directors determines what, if any, dividends will be paid to our shareholders. Dividend payment decisions are based upon then-existing factors and conditions and, therefore, historical trends of dividend payments are not necessarily indicative of future payments.

Contents

We are subject to various federal, state and local laws and regulations intended to protect the environment, as well as human health and safety. At various times, we have incurred ~~significant~~ costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change. We have incurred material capital costs to comply with new air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT). These rules

required process modifications and/or installation of air pollution controls on boilers at two of our facilities. We converted or replaced five coal-fired boilers to natural gas and upgraded site infrastructure to accommodate the new boilers, including connecting to gas pipelines. Net of government grants, the total cost of these projects was $105.6 million.

As more fully discussed in Item 8 - Financial Statements and Supplementary Data – Note 2024 – “Commitments, Contingencies and Legal Proceedings ~~(“Note 20”)~~,” we are involved in the Lower Fox River in Wisconsin (the “Fox River”), an EPA Superfund site for which we remain potentially liable for certain ~~response costs~~government oversight and long-term monitoring and maintenance ~~related matters. Based on the recent developments more fully discussed in Note 20, it is conceivable the resolution of this matter may require us~~costs. Although there remains some uncertainty as to ~~spend in excess of $28 million in 2018 to settle past and future costs and for certain monitoring activities. Although we are unable to determine~~

~~with any degree of certainty~~ the amount we may ultimately be required to spend, primarily for government oversight costs, the ~~recent developments provide greater clarity~~consent decree specifies the nature of our future obligations.

We expect to ~~the extent~~meet all our near and long-term cash needs from a combination of ~~such amounts.~~

operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt.

At December 31, 2023, we had ample liquidity consisting of $50.3 million of cash on hand and $85.1 million of capacity under our revolving credit facility. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt. ~~However,~~

In October 2022, our credit rating was downgraded by S&P Global Ratings to CCC+ based on its latest assessment of our business. Although the downgrade does not impact our current interest costs or cause a default on any of our debt, it may impact our cost or our ability to refinance our debt or issue new debt in the future on terms as ~~discussed in Note 20, an unfavorable outcome of~~favorable as we might otherwise be able to achieve without the ~~Fox River matters~~downgrade. Furthermore, the downgrade may increase the risk that our vendors could ~~have a material adverse~~reduce our credit limits which may require earlier or more frequent payments to operate within our limits which would negatively impact on our ~~consolidated financial position, liquidity and/or results of operations.~~

cash flow.

Off-Balance-Sheet Arrangements As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had not entered into any off-balance-sheet arrangements. Financial derivative instruments, to which we are a party, and guarantees of indebtedness, which solely consist of obligations of subsidiaries, ~~and a partnership,~~ are reflected in the consolidated balance sheets included herein in Item 8 – Financial ~~Statements.~~

Statements and Supplementary Data.

~~Contractual Obligations~~

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


	For the year Ended December 31								December 31, 2023
In thousands, except percentages	2024		2025		2026		2027	2028	Carrying Value		Fair Value
Long-term debt
Average principal outstanding
At variable interest rates	$	99,450	$	99,450	$	67,027			$	99,450	$	99,450
At fixed interest rates – Term Loans	771,730		770,725		770,725		770,725	770,725	772,220		629,829
									$	871,670	$	729,279
Weighted-average interest rate
On variable rate debt	8.37%		8.37%		8.37%
On fixed rate debt	7.03%		7.03%		7.03%		7.03%	7.03%

The ~~following~~ table ~~sets forth contractual obligations~~above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of December 31, ~~2017:~~

Payments Due During the Year Ended December 31,

In millions
Total

2018

2019 to 2020

2021 to 2022

2023 and beyond

Long-term debt ⁽¹⁾
$
535

$
31

$
475

$
23

$
6

Operating leases ⁽²⁾

37

13

10

6

8

Purchase obligations ⁽³⁾

168

116

50

2

—

Other long term obligations ^{(4), (5)}

63

6

13

13

31

Total
$
803

$
166

$
548

$
44

$
45

~~(1)~~

Represents principal and interest payments due on long-term debt, the significant terms of which are discussed in Item 8 – Financial Statements and Supplementary Data, Note 16, “Long-term Debt.” The amounts set forth above include expected interest payments of $52 million over the term of the underlying debt instruments based contractual rates or current market rates in the case of variable rate instruments. See Item 8 – Financial Statements, Note 16, “Long-Term Debt”.

2023. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities.

~~(2)~~

~~Represents rental agreements for various buildings, vehicles, and computer and office equipment.~~

Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At December 31, 2023, we had $853.2 million of long-term debt, net of deferred debt issuance costs. Approximately 11.4% of our debt was at variable interest rates. The fixed-rate Term Loans are euro-based borrowings and thus the value of which is also subject to currency risk. Variable-rate debt outstanding represents borrowings under our revolving credit agreement and a euro-denominated term loan which accrue interest based on one-month LIBOR plus a margin. At December 31, 2023, the weighted-average interest rate paid on variable debt was 8.37%. A hypothetical 100 basis point increase in interest rates would increase annual interest expense by $1.0 million and a hypothetical decrease in rates would decrease annual interest expense by $1.0 million.

~~(3)~~

Represents open purchase order commitments and other obligations, primarily for raw material and energy supply contracts. In certain situations, prices are subject to variations based on market prices. In such situations, the information above is based on prices in effect at December 31, 2017.

On June 15, 2022, we terminated a €180 million notional value floating-to-fixed interest rate swap agreement with certain financial institutions that was entered into in October 2019 and was to mature in December 2022. During the life of the swap, we paid a fixed interest rate of the applicable margin plus 0.0395% on €180 million of the underlying variable rate term loan. We received the greater of 0.00% or EURIBOR. At termination, we recognized a deferred gain of $0.4 million that was amortized into interest expense through December 2022.

~~(4)~~

~~Primarily represents expected benefits to be paid pursuant to retirement medical plans and nonqualified pension plans.~~

~~(5)~~

Since we are unable to reasonably estimate the timing of ultimate payment, the amounts set forth above do not include any payments that may be made related to uncertain tax positions, including potential interest, accounted for in accordance with ASC 740-10-20. As discussed in more detail in Item 8 – Financial Statements and Supplementary Data, Note 8, “Income Taxes”, such amounts totaled $27 million at December 31, 2017.

~~GLATFELTER 2017 FORM 10-K~~

Table of Contents

As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge currency risks associated with forecasted transactions – “cash flow hedges”; or ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency hedges.” For a more complete discussion of this activity, refer to Item 8 – Financial Statements and Supplementary Data – Note 22 - “Financial Derivatives and Hedging Activities.”

We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. Dollar. On an annual basis, our euro denominated net sales is estimated to exceed euro expenses by approximately €170 million. With respect to the British pound sterling, Canadian dollar, and Philippine peso, we have greater outflows than inflows of these currencies, although to a lesser degree. As a result, particularly with respect to the euro, we are exposed to changes in currency exchange rates and such changes could be significant.

Critical Accounting P~~olicies~~Policies and EstimatesThe preceding discussion and analysis of our consolidated financial position and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, ~~revenues~~net sales and expenses, and related disclosures of contingent assets and liabilities. On an ~~on-going~~ongoing basis, we evaluate our estimates, including those related to ~~inventories,~~ long-lived assets, ~~pension and post-employment obligations,~~ environmental liabilities, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe the following represent the most significant and subjective estimates used in the preparation of our consolidated financial statements.

~~Long-lived~~

Long- and Indefinite-lived Assets We evaluate the recoverability of our ~~long-lived~~long- and indefinite-lived assets, including plant, equipment, timberlands, goodwill, and other intangible assets periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Goodwill and non-amortizing tradename intangible assets are reviewed ~~on a discounted cash flow basis,~~for impairment annually, during the ~~third~~fourth quarter, ~~of each year for impairment~~ or more frequently if impairment indicators are present.

Our Airlaid Materials segment’s fair value exceeded its carrying value at the time of its last valuation performed in connection with our annual impairment test in the fourth quarter of 2023 by approximately 19%.

Our Composite Fibers and Spunlace segments fully impaired their goodwill in 2022.

Our Composite Fibers segment recognized a goodwill impairment in the first quarter of 2022 of $56.1 million in connection with an assessment of potential impairment of long-lived and indefinite-lived intangible assets stemming from the compounding impacts resulting from the Russia/Ukraine military conflict and related sanctions. During the fourth quarter 2022, in connection with our annual impairment test, we recognized an additional goodwill impairment of $20.3 million, which represented the entirety of the remaining goodwill for Composite Fibers. The impairment was driven by the increase in the discount rate utilized to value this segment, despite its improving performance compared to the last valuation. The Company utilized both a market approach and an income approach, relying on a discounted present value cash flow model applying a 15.5% discount rate and a perpetual revenue growth rate of 2.5%, for purposes of the valuation of this operating segment.

Our Spunlace segment, which was formed in conjunction with the Jacob Holm acquisition on October 29, 2021, performed a valuation in the third quarter of 2022 driven by the financial developments subsequent to the acquisition and as a result recognized a $42.5 million impairment charge, which impaired all the goodwill in this segment. The Company utilized both a market approach and an income approach, relying on a discounted present value cash flow model applying a 11% discount rate and a perpetual revenue growth rate of 2.5%, for purposes of the valuation of this operating segment.


GLATFELTER 2023 FORM 10-K			29

Table of Contents

The Airlaid segment’s fair value, and the asset groups within each of our operating segments, could be impacted by factors such as unexpected changes in market demand for our products, the impact of competition, and the inability to successfully adjust selling prices in response to changes in inflation, among other factors. Future adverse changes such as these or in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the ~~assets,~~asset groups, thereby possibly requiring an impairment charge in the future.

~~Pension and Other Post-Employment Obligations~~ Accounting for defined-benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets, future compensation growth rates and mortality rates. Accounting for our retiree medical plans, and any curtailments thereof, also requires various assumptions, which include, but are not limited to, discount rates and annual rates of increase in the per capita costs of health care benefits.

~~The following chart summarizes the more significant assumption used in the actuarial valuation of our defined-benefit plans for each of the past three years:~~

2017

2016

2015

Pension plans

Weighted average
   discount rate for benefit
   expense

4.43
%

4.65
%

4.21
%
for benefit obligation

3.85
%

4.43
%

4.65
%
Expected long-term rate of
   return on plan assets⁽¹⁾

7.25
%

7.75
%

8.00
%
Rate of compensation
   increase

3.00
%

3.50
%

4.00
%
Post-employment
   medical

Weighted average
   discount rate for benefit
   expense

4.18
%

4.38
%

3.89
%
for benefit obligation

3.68
%

4.18
%

4.38
%
Health care cost trend
   rate assumed for
   next year

6.20
%

6.50
%

6.80
%
Ultimate cost trend rate

4.50
%

4.50
%

4.50
%
Year that the ultimate cost
   trend rate is reached

2037

2037

2037

~~(1)~~

~~For 2018, the expected long-term rate of return on plan assets was reduced to 7.00% due, in part, to a change in the investment allocation of plan assets.~~

We evaluate these assumptions at least once each year or as facts and circumstances dictate and we make changes as conditions warrant. Changes to these assumptions will increase or decrease our reported net periodic benefit expense, which will result in changes to the recorded benefit plan assets and liabilities.

Environmental Liabilities We maintain accruals for losses associated with environmental obligations when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such liabilities are exclusive of any insurance or other claims against third parties. Environmental costs are capitalized if the costs extend the life of the asset, increase its capacity and/or mitigate or prevent contamination from future operations. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt.

Income Taxes We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our consolidated balance sheets, as well as operating loss and tax credit carry forwards. These deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. We regularly review our deferred

tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against our deferred tax assets, which may result in a substantial increase in our effective tax rate and a material adverse impact on our reported results.

We and our subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current liability and deferred taxes in the period in which the facts that give rise to a revision become known.

Other significant accounting policies, not involving the same level of uncertainties as those discussed above, are nevertheless important to an understanding of the Consolidated Financial Statements. Refer to Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements for additional accounting policies.

~~ITEM 7A~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

Table of Contents

Year Ended December 31

December 31, 2017

Dollars in thousands

2018

2019

2020

2021

2022

Carrying Value

Fair Value

Long-term debt

Average principal outstanding

At fixed interest rates – Bond

$
250,000

$
250,000

$
218,750

$
—

$
—

$
250,000

$
253,823

At fixed interest rates – Term Loans

56,482

45,184

33,887

22,588

11,933

62,130

62,701

At variable interest rates

171,200

171,200

35,667

—

—

171,200

171,200

$
483,330

$
487,724

Weighted-average interest rate

On fixed rate debt – Bond

5.375
%

5.375
%

5.375
%

—

—

On fixed rate debt – Term Loans

1.88
%

1.87
%

1.85
%

1.82
%

1.77
%

On variable rate debt

2.99
%

2.99
%

2.99
%

—

—

The table above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of December 31, 2017. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities.

Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At December 31, 2017, we had $481.4 million of long-term debt, net of deferred debt issuance costs. Approximately 35.4% of our debt was at variable interest rates. The fixed rate Term Loans and the variable rate debt are all euro-based borrowings and thus the value of which is also subject to currency risk. Variable-rate debt outstanding represents borrowings under our revolving credit agreement that accrues interest based on one month LIBOR plus a margin. At December 31, 2017, the interest rate paid was 2.99%. A hypothetical 100 basis point increase or decrease in the interest rate on variable rate debt would increase or decrease annual interest expense by $1.7 million.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. Dollar. Our euro denominated revenue exceeds euro expenses by an estimated €145 million. With respect to the British Pound Sterling, Canadian dollar, and Philippine Peso, we have greater outflows than inflows of these currencies, although to a lesser degree. As a result, particularly with respect to the euro, we are exposed to changes in currency exchange rates and such changes could be significant.

~~GLATFELTER 2017 FORM 10-K~~

~~ITEM 8~~

~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of ~~P. H.~~ Glatfelter ~~Company~~Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the chief executive and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

As of December 31, ~~2017,~~2023, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has determined that the Company’s internal control over financial reporting as of December 31, ~~2017,~~2023, is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management; and 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 our financial statements.

The Company’s internal control over financial reporting as of December 31, ~~2017,~~2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2017.~~

2023.

The Company’s management, including the chief executive officer and chief financial officer, does not expect that ~~our~~ internal control over financial reporting will prevent or detect all errors and all frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.


GLATFELTER 2023 FORM 10-K			31

REPORT OF INDEPENDENT ~~REGISTERED~~REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of ~~P. H.~~ Glatfelter ~~Company~~

Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of ~~P. H.~~ Glatfelter ~~Company~~Corporation and subsidiaries (the "Company") as of December 31, ~~2017,~~2023, 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, ~~2017,~~2023, 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, ~~2017,~~2023, of the Company and our report dated February ~~23, 2018,~~28, 2024, expressed an unqualified opinion on those financial statements.

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 Report on Internal Control over Financial ~~Reporting.~~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 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

~~Philadelphia, Pennsylvania~~

Charlotte, North Carolina

February ~~23, 2018~~

28, 2024

~~GLATFELTER 2017 FORM 10-K~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of ~~P. H.~~ Glatfelter ~~Company~~

Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~P. H.~~ Glatfelter ~~Company~~Corporation and subsidiaries (the "Company") as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of income (loss), comprehensive income ~~shareholders’~~(loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, ~~2017,~~2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the ~~“financial statements”~~"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2023, 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~~Company's internal control over financial reporting as of December 31, ~~2017,~~2023, 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 February ~~23, 2018,~~28, 2024, expressed an unqualified opinion on the ~~Company’s~~Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~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.

Goodwill Valuation– Airlaid Materials Reporting Unit — Refer to Notes 2 and 16 to the financial statements

Critical Audit Matter Description

The Company reviews goodwill for impairment annually during the fourth quarter, or more frequently if impairment indicators are present. The fair value of goodwill is determined using a market approach and a discounted cash flow model. These approaches incorporate several assumptions, including estimates of future cash flows expected to be generated from the use of the underlying assets. For Goodwill, impairment losses, if any, are recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The goodwill balance was $107.7M as of December 31, 2023, of which all was attributable to the Airlaid Materials operating segment, which is also a reporting unit. The fair value of the Airlaid Materials reporting unit exceeded the carrying value and, therefore, no impairment was recognized.

The principal consideration for our determination that the valuation of the Airlaid Materials goodwill is a critical audit matter is that significant estimates and assumptions by management involve subjectivity and judgment in determining the fair value of the reporting unit using a market approach and a discounted cash flow model. Given the inherent uncertainties related to the Company’s forecasts and how various factors could affect the Company’s assumptions, performing audit procedures to evaluate management’s assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve valuation specialists.


GLATFELTER 2023 FORM 10-K			33

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures over management’s estimate of the reporting unit fair value, including the discounted cash flow model, included the following, among others:

•We tested the effectiveness of controls over management’s impairment evaluation, including those over management’s development of the estimates of future cash flows used to value the reporting unit;

•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and those charged with governance, and (3) available industry data;

•With the assistance of our fair value specialists, we evaluated the reasonableness of valuation assumptions, including the discount rate, by (1) testing the source information underlying the determination of valuation assumptions; (2) testing the mathematical accuracy of the calculations; and (3) developing a range of independent estimates and comparing those to the valuation assumptions selected by management; and

•We evaluated the competency and objectivity of management’s specialists who assisted with preparing the discounted future cash flows analysis.

/s/ DELOITTE & TOUCHE LLP

~~Philadelphia, Pennsylvania~~

Charlotte, North Carolina

February ~~23, 2018~~

28, 2024

We have served as the Company’s auditor since at least ~~1940,~~1940; however, ~~the specific~~an earlier year ~~has~~could not ~~been~~be reliably determined.

~~P. H.~~

GLATFELTER ~~COMPANY~~CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(LOSS)


	Year ended December 31										Year ended December 31,
In thousands, except per share	2017			2016			2015			In thousands, except per share	2023	2022	2021
Net sales	$	1,591,297		$	1,604,797		$	1,661,084
Energy and related sales, net		5,126			6,141			5,664
Total revenues		1,596,423			1,610,938			1,666,748
Costs of products sold		1,403,913			1,392,335			1,463,783
Gross profit		192,510			218,603			202,965
Selling, general and administrative expenses		134,394			190,694			127,706
Losses (gains) on dispositions of plant, equipment and timberlands, net		26			216			(21,113	)
Operating income		58,090			27,693			96,372
Goodwill and other asset impairment charges
Loss on sale of Ober-Schmitten and other non-strategic operation
Gains on dispositions of plant, equipment and timberlands, net
Operating income (loss)
Non-operating income (expense)
Interest expense
Interest expense
Interest expense		(17,772	)		(15,822	)		(17,464	)
Interest income		237			206			283
Other, net		(1,220	)		(1,271	)		(615	)
Total non-operating expense		(18,755	)		(16,887	)		(17,796	)
Income before income taxes		39,335			10,806			78,576
Income (loss) before income taxes
Income tax provision (benefit)		31,421			(10,748	)		14,001
Net income	$	7,914		$	21,554		$	64,575
Income (loss) from continuing operations

Earnings per share
Discontinued operations:
Discontinued operations:
Discontinued operations:
Income (loss) before income taxes
Income (loss) before income taxes
Income (loss) before income taxes
Income tax provision
Income (loss) from discontinued operations
Net income (loss)

Basic earnings (loss) per share
Basic earnings (loss) per share
Basic earnings (loss) per share
Income (loss) from continuing operations
Income (loss) from continuing operations
Income (loss) from continuing operations
Loss from discontinued operations
Basic earnings per share

Diluted earnings (loss) per share
Diluted earnings (loss) per share
Diluted earnings (loss) per share
Income (loss) from continuing operations
Income (loss) from continuing operations
Income (loss) from continuing operations
Loss from discontinued operations										Loss from discontinued operations	(0.02)			—
Diluted earnings per share

Weighted average shares outstanding
Weighted average shares outstanding
Weighted average shares outstanding
Basic
Basic
Basic	$	0.18		$	0.49		$	1.49
Diluted		0.18			0.49			1.47

Cash dividends declared per common share	$	0.52		$	0.50		$	0.48

Weighted average shares outstanding
Basic		43,609			43,558			43,397
Diluted		44,439			44,129			43,942

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


GLATFELTER ~~2017~~2023 FORM 10-K			31 35

~~P. H.~~

GLATFELTER ~~COMPANY~~CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(LOSS)


	Year ended December 31										Year ended December 31,
In thousands	2017			2016			2015			In thousands	2023	2022	2021

Net income	$	7,914		$	21,554		$	64,575
Net income (loss)

Foreign currency translation adjustments		58,609			(27,407	)		(38,817	)
Foreign currency translation adjustments
Foreign currency translation adjustments
Net change in:
Deferred gains (losses) on cash flow hedges, net of taxes of $1,930, $(335) and $880, respectively		(5,592	)		1,725			(2,581	)
Unrecognized retirement obligations, net of taxes of $(6,293), $(7,247) and $(2,920), respectively		10,914			11,562			5,782
Deferred gains (losses) on derivatives, net of taxes of $429, $(2,513), and (1,866), respectively
Deferred gains (losses) on derivatives, net of taxes of $429, $(2,513), and (1,866), respectively
Deferred gains (losses) on derivatives, net of taxes of $429, $(2,513), and (1,866), respectively
Unrecognized retirement obligations, net of taxes of $41, $(898), and (111), respectively
Other comprehensive income (loss)		63,931			(14,120	)		(35,616	)
Comprehensive income	$	71,845		$	7,434		$	28,959
Comprehensive loss

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

~~P. H.~~

GLATFELTER ~~COMPANY~~CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31							December 31,
In thousands	2017			2016			In thousands	2023	2022
Assets							Assets
Cash and cash equivalents	$	116,219		$	55,444
Accounts receivable (less allowance for doubtful accounts: 2017 - $1,957; 2016 - $1,719)		174,154			152,989
Accounts receivable (less allowance for doubtful accounts: 2023 - $2,638; 2022 - $5,025)
Inventories		252,064			249,669
Prepaid expenses and other current assets		42,534			36,157
Total current assets		584,971			494,259

Plant, equipment and timberlands, net
Plant, equipment and timberlands, net
Plant, equipment and timberlands, net		865,743			775,898
Goodwill		82,744			73,094
Intangible assets, net		58,859			56,259
Other assets		138,478			121,749
Total assets	$	1,730,795		$	1,521,259

Liabilities and Shareholders' Equity
Liabilities and Shareholders' Equity
Liabilities and Shareholders' Equity



Current portion of long-term debt	$	11,298		$	8,961
Current portion of long-term debt
Current portion of long-term debt
Short-term debt
Accounts payable		190,478			164,345
Dividends payable		5,678			5,455

Environmental liabilities
Environmental liabilities
Environmental liabilities		28,500			25,000
Other current liabilities		111,222			119,250
Total current liabilities		347,176			323,011

Long-term debt		470,098			363,647

Long-term debt
Long-term debt
Deferred income taxes		83,571			54,995

Other long-term liabilities		121,022			125,780
Total liabilities		1,021,867			867,433

Commitments and contingencies		—			—
Commitments and contingencies
Commitments and contingencies

Shareholders’ equity
Common stock, $0.01 par value; authorized - 120,000,000; issued - 54,361,980 (including treasury shares: 2017 - 10,748,127; 2016 - 10,812,341)		544			544
Shareholders’ equity
Shareholders’ equity
Common stock, $0.01 par value; authorized - 120,000,000; issued - 54,361,980 (including treasury shares: 2023 - 9,275,061; 2022 - 9,568,457)
Common stock, $0.01 par value; authorized - 120,000,000; issued - 54,361,980 (including treasury shares: 2023 - 9,275,061; 2022 - 9,568,457)
Common stock, $0.01 par value; authorized - 120,000,000; issued - 54,361,980 (including treasury shares: 2023 - 9,275,061; 2022 - 9,568,457)
Capital in excess of par value		62,594			57,917
Retained earnings		948,411			962,884
Accumulated other comprehensive loss		(140,675	)		(204,606	)
		870,874			816,739
Less cost of common stock in treasury		(161,946	)		(162,913	)
Total shareholders’ equity		708,928			653,826
Total liabilities and shareholders’ equity	$	1,730,795		$	1,521,259

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


GLATFELTER ~~2017~~2023 FORM 10-K			33 37

Year ended December 31

In thousands

2017

2016

2015

Operating activities

Net income

$
7,914

$
21,554

$
64,575

Adjustments to reconcile to net cash provided by
   operations:

Depreciation, depletion and amortization

76,048

65,826

63,236

Amortization of debt issue costs and original issue discount

1,157

1,153

1,184

Pension expense, net of unfunded benefits paid

4,933

11,180

7,383

Charge for impairment of intangible asset

—

—

1,200

Deferred income tax provision (benefit)

19,026

(22,055
)

(1,902
)
(Gains) losses on dispositions of plant, equipment and timberlands, net

26

216

(21,113
)
Share-based compensation

6,214

5,889

7,244

Change in operating assets and liabilities

Accounts receivable

(10,189
)

8,372

(13,312
)
Inventories

9,198

(10,778
)

(8,054
)
Prepaid and other current assets

(6,300
)

(2,430
)

5,506

Accounts payable

13,065

(8,174
)

26,042

Accruals and other current liabilities

(17,615
)

43,195

(2,186
)
Other

785

2,162

3,940

Net cash provided by operating activities

104,262

116,110

133,743

Investing activities

Expenditures for purchases of plant, equipment and timberlands

(132,304
)

(160,158
)

(99,889
)
Proceeds from disposals of plant, equipment and timberlands, net

228

70

24,459

Acquisition, net of cash acquired

—

—

(224
)
Other investing

(243
)

(800
)

(1,600
)
Net cash used by investing activities

(132,319
)

(160,888
)

(77,254
)
Financing activities

Net borrowings (repayments) under revolving credit facility

109,436

2,891

(22,294
)
Payments of borrowing costs

—

(136
)

(1,329
)
Proceeds from term loans

—

19,428

2,873

Repayment of term loans

(9,771
)

(8,205
)

(5,229
)
Payments of dividends

(22,480
)

(21,589
)

(20,443
)
Proceeds from government grants

4,875

5,582

421

Payments related to share-based compensation awards and other

(472
)

(990
)

(2,015
)
Net cash provided (used) by financing activities

81,588

(3,019
)

(48,016
)
Effect of exchange rate changes on cash

7,244

(2,063
)

(3,006
)
Net increase (decrease) in cash and cash
   equivalents

60,775

(49,860
)

5,467

Cash and cash equivalents at the beginning of
   period

55,444

105,304

99,837

Cash and cash equivalents at the end of period

$
116,219

$
55,444

$
105,304

Supplemental cash flow information

Cash paid for:

Interest, net of amounts capitalized

$
16,476

$
14,569

$
16,256

Income taxes, net

9,336

14,020

15,849

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


GLATFELTER ~~2017~~2023 FORM 10-K			35 39

GLATFELTER ~~COMPANY~~

CORPORATION

Glatfelter ~~Company~~Corporation and subsidiaries (“Glatfelter”) ~~is a manufacturer of specialty papers~~produce and ~~engineered materials.~~supply high quality, technology-driven, innovative, and customizable nonwovens solutions which can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in ~~York, PA, U.S.~~Charlotte, NC, our 2023 net sales were approximately $1.4 billion. At December 31, 2023, we employed approximately 2,980 employees worldwide. Glatfelter’s operations ~~include facilities~~utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with fifteen manufacturing sites located in ~~Fort Smith, Arkansas, Spring Grove, PA and Chillicothe and Fremont, OH. International operations include facilities in~~the United States, Canada, Germany, ~~France,~~ the United Kingdom, France, Spain, and the Philippines. ~~In addition to many of our manufacturing locations, we have~~The Company has sales ~~and distribution~~ offices in all major geographies serving customers under the ~~U.S., Russia~~Glatfelter and ~~China. Our products are marketed worldwide, either through wholesale paper merchants, brokers~~Sontara brands. The terms “we,” “us,” “our,” “the Company,” or “Glatfelter,” refer to Glatfelter Corporation and ~~agents, or directly to customers.~~

2.	~~ACCOUNTING POLICIES~~

subsidiaries unless the context indicates otherwise.

2. ACCOUNTING POLICIES

Principles of Consolidation The consolidated financial statements include the accounts of Glatfelter and its ~~wholly owned~~wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Reclassification of Prior Year Presentation Certain prior year amounts in the footnotes to the consolidated financial statements have been reclassified to conform to the current year presentation.

Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies as of the balance sheet date and the reported amounts of ~~revenues~~net sales and expenses during the reporting period. Management believes the estimates and assumptions used in the preparation of these consolidated financial statements are reasonable, based upon currently available facts and known circumstances, but recognizes that actual results may differ from those estimates and assumptions.

Discontinued Operations The results of operations for the Specialty Papers business have been classified as discontinued operations for all periods presented in the consolidated statements of income (loss).

Cash and Cash Equivalents We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents.

Inventories ~~Inventories~~Our inventories are stated at the lower of cost or ~~market.~~net realizable value. Raw materials, in-process and finished ~~inventories of our U.S. manufacturing operations are valued using the last-in, first-out (LIFO) method, and the supplies~~goods inventories are valued principally using the average-cost method. ~~Inventories at our foreign operations are valued using the average cost method.~~

Plant, Equipment and Timberlands For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.

The range of estimated service lives used to calculate financial reporting depreciation for principal items of plant and equipment are as follows:


Buildings			15 – 45 ~~Years~~ years
Machinery and equipment			5 – 40 ~~Years~~ years
Other			3 – 25 ~~Years~~ years

Maintenance and Repairs Maintenance and repairs costs are charged to income and major renewals and ~~betterments~~improvements are capitalized. At the time property is retired or sold, the net carrying value is eliminated and any resultant gain or loss is included in income.

Valuation of Long-lived Assets, Intangible Assets and Goodwill We evaluate long-lived assets for impairment when a specific event indicates that the carrying value of an asset may not be recoverable. Recoverability is assessed based on estimates of future cash flows expected to result from the use and eventual disposition of the asset. If the sum of expected undiscounted cash flows is less than the carrying value of the asset, the asset’s fair value is estimated, and an impairment loss is recognized for the amount by which the carrying value exceeds the estimated fair value.

Goodwill and ~~non-amortizing tradename~~indefinite-lived intangible assets are not amortized and, therefore, are reviewed ~~on a discounted cash flow basis,~~for impairment annually, during the ~~third~~fourth quarter, ~~of each year for impairment~~ or more frequently if impairment indicators are present.

The fair value of our reporting units, which are also our operating segments, is determined using a market approach and a discounted cash flow model. The fair value of non-amortizing tradename intangible assets is determined using a discounted cash flow model and requires the use and analysis of significant assumptions including among others, estimated cash flows consistent with our long-term strategic plan, perpetuity growth rates, capital expenditures, and discount rates. In addition, the discounted cash flow model requires the use of significant judgement to assess the potential impact of macroeconomic conditions including raw material and energy prices in all three segments, logistics costs, competition and similar factors. For ~~Goodwill,~~goodwill, impairment losses, if any, are recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The carrying value of a reporting unit is defined using an enterprise premise which is generally determined by the difference between the unit’s assets and operating liabilities. With respect to ~~tradename,~~non-amortizing tradenames, impairment losses, if any, are recognized for the amount by which the carrying value of the tradename exceeds its fair value.

For additional information, refer to Note 6 – “Goodwill and Asset Impairments.“

Income Taxes Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with FASB ASC 740 Income Taxes (“ASC 740”). Under ASC 740, tax expense includes U.S. and international income taxes plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be permanently invested. Tax credits and other incentives reduce tax expense in the year the credits are claimed. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported in deferred income taxes. Deferred tax assets are recognized if it is more likely than not that the assets will be realized in future years. We establish a valuation allowance for deferred tax assets for which realization is not more likely than not.

Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. We and our subsidiaries are examined by various Federal, State, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and record any necessary adjustments in the period in which the facts that give rise to a revision become known.

Investment tax credits are accounted for by the flow-through method, which results in recognition of the benefit in the year in which the credit become available.

We account for global intangible low-taxed income (“GILTI”) tax in the period in which it is incurred. The GILTI provisions require entities to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiaries’ tangible assets.

Treasury Stock Common stock purchased for treasury is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on the weighted-average cost basis.

Foreign Currency Translation Foreign currency translation gains and losses and the effect of exchange rate changes on transactions designated as hedges of net foreign investments are included as a component of other comprehensive income (loss). Transaction gains and losses are included in income in the period in which they occur.

Revenue Recognition We recognize revenue, or net sales, in accordance with ASU No. 2014-09, Revenue from Contracts with Customers. Our revenue is earned primarily from the manufacture and sale of engineered materials (“product sales”). Revenue is earned pursuant to contracts, supply agreements and other arrangements with a wide variety of customers. Our performance obligation is to produce a specified product according to technical specifications and, in substantially all instances, to deliver the product. Revenue from product sales is earned at a point in time. We recognize revenue on product sales when we have satisfied our performance obligation and control of the product has passed to the customer ~~takes~~thereby entitling us to payment. With respect to substantially all arrangements for product sales, this is deemed to occur when title transfers in accordance with specified shipping terms.

Selling prices are fixed at the time the sales arrangement is entered into and ~~assumes the risks and rewards of ownership. Substantially all~~payment terms are customary for similar arrangements in our industry. Many of our ~~revenue is earned pursuant to contracts under which we have one performance obligation that is satisfied at a point-in-time. Estimated costs~~agreements include customary provisions for ~~sales incentives,~~volume rebates, discounts and ~~sales returns~~similar incentives. In addition, we are obligated for products that fail to meet agreed upon specification. Provisions for such items are estimated and ~~allowances are~~ recorded as sales deductions in the period in which the related revenue is recognized.

~~Revenue from energy sales is recognized when electricity is delivered~~

Refer to Note 8 – “Revenue” for additional information about the ~~customer. Certain costs associated with the production~~disaggregation of ~~electricity, such as fuel, labor, depreciation and maintenance are netted against energy sales for presentation on the consolidated statements of income.~~

Revenue from renewable energy credits is recorded under the caption “Energy and related sales, net” in the consolidated statements of income and is recognized when all risks, rights and rewards to the certificate are transferred to the counterparty.

our net sales.


GLATFELTER 2023 FORM 10-K			41

Environmental Liabilities Accruals for losses associated with environmental obligations are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as

assessment and remediation actions continue and/or further legal or technical information develops. Such ~~undiscounted~~ liabilities are exclusive of any insurance or other claims against third parties. Environmental costs are capitalized if the costs extend the life of the asset, increase its capacity and/or mitigate or prevent contamination from future operations. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt.

Earnings Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average common shares outstanding during the respective periods. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. In periods in which there is a net loss, diluted loss per share is equal to basic loss per share. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method.

Financial Derivatives and Hedging Activities We use financial derivatives to manage exposure to changes in foreign ~~currencies.~~currencies and interest rates. In accordance with FASB ASC 815 Derivatives and Hedging (“ASC 815”), we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

The ~~effective portion of the~~ gain or loss on those derivative instruments designated and qualifying as a hedge of the exposure to variability in expected future cash flows related to forecasted transactions is deferred and reported as a component of accumulated other comprehensive income (loss). Deferred gains or losses are reclassified to our results of operations at the time the hedged forecasted transaction is recorded in our results of operations. The effectiveness of cash flow hedges is assessed at inception and quarterly thereafter. If the instrument matures, is de-designated, becomes ineffective or it becomes probable that the originally forecasted transaction will not occur, the related change in fair value of the derivative instrument is also reclassified from accumulated other comprehensive income (loss) and recognized in earnings.

For additional information, refer to Note 22 - "Financial Derivatives and Hedging Activities."

Fair Value of Financial Instruments Under the accounting for fair value measurements and disclosures, a fair value hierarchy was established 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 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant

~~GLATFELTER 2017 FORM 10-K~~

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 -			Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


Level 3 -			Inputs that are both significant to the fair value measurement and unobservable.

Employee Retention Tax Credit The Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES”) and the subsequent related amendments provided a refundable payroll tax credit for eligible wages paid to employees in 2020 and 2021. For 2021, the employee retention credit was equal to 70% of qualified wages paid to U.S. employees in quarters where certain criteria are met.

The Company qualified for the employee retention credits for the first and second quarters of 2021 and filed for a cash refund claim in the fourth quarter of 2022. During 2022, the Company recognized an employee retention credit of $8.6 million of which $7.3 million is included in cost of products sold and $1.3 million is included in selling, general and administrative expenses in the accompanying consolidated statement of income (loss). At December 31, 2023 and 2022, we have employee retention credit receivables of $0.1 million and $8.6 million respectively and is included in Prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Recently Issued Accounting Pronouncements

In ~~March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09,~~ ~~Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting~~ designed to simplify certain aspects of accounting for share-based awards. The new ASU requires entities to recognize as a component of income tax expense all excess tax benefits or deficiencies arising from the difference between compensation costs recognized and the intrinsic value at the time an option is exercised or, in the case of restricted stock and similar awards, the fair value upon vesting of an award. Previously such differences were recognized in additional paid in capital as part of an “APIC pool.” The ASU also requires entities to exclude excess tax benefits and tax deficiencies from the calculation of common share equivalents for purposes of calculating earnings per share. In addition, as permitted by the ASU, we have elected to account for the impact of forfeitures as they occur rather to estimate forfeitures for purposes of recognizing compensation expense. We adopted this standard effective January 1, 2017, on a prospective basis; however, the adoption of the new standard did not have a material impact on our reported results of operations or financial position.

~~In May 2014,~~November 2023, the FASB issued ASU ~~No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~which clarifies the principles~~2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for ~~recognizing revenue~~annual reporting periods beginning after December 15, 2023, and ~~develops a common revenue standard for GAAP and International Financial Reporting Standards. The new standard is required to be adopted retrospectively for~~interim periods within fiscal years beginning after December 15, ~~2017.~~2024, with early adoption permitted. The ~~ASU requires additional disclosure about~~guidance is to be applied retrospectively to all prior periods presented in the ~~nature, amount, timing~~financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and ~~uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and~~

related disclosures.

changes in judgments. Substantially all of our revenue is earned pursuant to contracts under which we have one performance obligation that is satisfied at a point-in-time. We have completed our review of our contracts and have determined this ASU will not have an impact on the timing or amount of revenue recognition, our results of operations or our financial position. We have elected to use the modified retrospective method of adoption.

In ~~March 2017,~~December 2023, the FASB issued ASU ~~No. 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~ (“2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU ~~2017-07”~~2023-09”). The ~~update requires entities to present~~standard enhances income tax disclosure requirements by requiring specified categories and greater disaggregation within the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. All other components are to be presented below the determination of operating income. Entities will be required to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. ASU 2017-07 is effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. We will adopt this standard beginning with first quarter 2018 financial statements and all previously presented consolidated statementsrate reconciliation table, disclosure of income ~~will be represented to reflect the reclassification~~taxes paid by jurisdiction, and ~~will result in a reduction of operating income of $2.7 million in 2017~~provides clarification on uncertain tax positions and ~~an increase of $3.4 million for 2016. Such amounts will be reclassified to “Non-operating income (expense).”~~

~~In February 2016, the FASB issued~~related financial statement impacts. ASU ~~No. 2016-02,~~ ~~Leases (Topic 842)~~. This ASU will require organizations such as us that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will be2023-09 is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. We are in the process of assessing the impact this standard will have on us and expect to follow a modified retrospective method provided for under the standard.

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~"Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities"~~ (“ASU 2017-12”), which simplifies the application of hedge accounting and more closely aligns hedge accounting with an entity’s risk management strategies. ASU 2017-12 also amends the manner in which hedge effectiveness may be performed and changes the presentation of hedge ineffectiveness in the financial statements. ASU 2017-12 is effective for us beginning January 1, 2019, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment for certain items upon adoption.2024. We are currently evaluating the potential impact ~~the adoption~~ of ~~ASU 2017-12 will have~~adopting this new guidance on our consolidated financial ~~statements.~~

statements and related disclosures.

3. ACQUISITIONS

On May 13, 2021, we completed the acquisition of all the outstanding equity interests in Georgia-Pacific Mt. Holly LLC, Georgia-Pacific's U.S. nonwovens business ("Mount Holly") for $170.9 million. The Mount Holly acquisition was financed through a combination of cash on hand and borrowings under our revolving credit facility. This business includes the Mount Holly, NC manufacturing facility with annual production capacity of approximately 37,000 metric tons and an R&D center and pilot line for nonwovens product development in Memphis, TN. The Mount Holly facility produces high-quality airlaid products for the wipes, hygiene, and other nonwoven materials markets, competing in the marketplace with nonwoven technologies and substrates, as well as other materials focused primarily on consumer based end-use applications. The facility employs approximately 140 people. Mount Holly’s results are reported prospectively from the acquisition date as part of our Airlaid Materials segment.

On October 29, 2021, we completed the acquisition of PMM Holding (Luxembourg) AG, the owner of all of the equity interest in Jacob Holm, a global leading manufacturer of premium quality spunlace nonwoven fabrics for critical cleaning, high-performance materials, personal care, hygiene and medical applications, for approximately $304.0 million for all outstanding shares and the extinguishment of Jacob Holm’s debt.The Jacob Holm acquisition was financed with the proceeds of a private placement of $500.0 million of senior notes discussed in Note 20 - "Long-term Debt."

Jacob Holm’s broad product offerings and blue-chip customer base expands our portfolio to include surgical drapes and gowns, wound care, face masks, facial wipes and cosmetic masks. Jacob Holm’s Sontara brand is a leading producer of finished products for critical cleaning wipes and medical apparel, enhances our technological capabilities. Jacob Holm has approximately 760 employees, operates production facilities in the United States, France and Spain, and its revenue in 2020 totaled approximately $400.0 million. The results of Jacob Holm's operations are reported as Spunlace, a newly formed segment, prospectively from the acquisition date.

Acquired property, plant and equipment in both acquisitions are being depreciated on a straight-line basis with estimated remaining lives ranging from 5 years to 35 years. Intangible assets recorded in connection with the Mount Holly acquisition consist of customer relationships and are being amortized on a straight-line basis (11 years). With respect to the Jacob Holm acquisition, identifiable intangible assets consist of trade and product names (15 to 20-year life), technical know-how (8 to 20-year life) and customer relationships (20-year life). These assets are being amortized on a straight-line basis. The goodwill arising from the acquisitions largely relates to strategic benefits, product and market diversification, assembled workforce, and similar factors. During 2022, we wrote off the entire amount of goodwill recorded as part of the Jacob Holm acquisition. Additional information is discussed in Note 6 - “Goodwill and Asset Impairments.”Goodwill recorded in connection with the Mount Holly transaction is deductible for federal tax purposes over 15 years. Additional information is discussed in Note 16 - "Goodwill and Intangible Assets."

In ~~June 2016,~~connection with the ~~FASB issued ASU No. 2016-13~~ ~~Financial Instruments—Credit Losses (Topic 326): Measurement~~Jacob Holm acquisition and as provided for in the underlying Share Purchase Agreement, we recorded a $17.2 million indemnification asset related to certain potential tax liabilities. The indemnification asset is presented above under the caption "Other assets."


GLATFELTER 2023 FORM 10-K			43

4. DISCONTINUED OPERATIONS

In 2018, we completed the sale of ~~Credit Losses~~the Specialty Papers business on ~~Financial Instruments~~a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million. The sale of the business was in connection with the strategic focus on our more growth oriented Composite Fibers and Airlaid Materials.

We incurred general and administrative expenses of $1.0 million, $0.1 million and a credit of $0.2 million for the years ended 2023, 2022 and 2021, respectively. The amounts incurred in the past three years primarily represent legal costs incurred to pursue certain legal claims, costs related to an insurance claim and reversals of sales and use tax reserves due to the expiration of statutes of limitation.

For the years ended December 31, 2023, 2022 and 2021, we have incurred net operating cash outflows of approximately $1.2 million, $0.3 million and $1.0 million, respectively.

5. SALE OF OBER-SCHMITTEN, GERMANY FACILITY

In the third quarter of 2023, we sold our Composite Fibers’ Ober-Schmitten, Germany operations as part of the Company’s turnaround strategy that ~~changes~~is aimed at improving financial performance of the Company’s overall business. The Company sold the facility for one euro and recognized a loss on the sale of $17.8 million during year ended December 31, 2023. The loss on sale is recapped as follows:


In thousands
Cash	$	5,793
Accounts receivable	2,950
Inventory	5,039
Prepaids and other current assets	8,847
Property, plant and equipment	2,513
Accounts payable and accrued liabilities	(7,337)
Loss on sale	$	17,805

In connection with the sale, we entered into a transition services and distribution agreements with the purchaser pursuant to which we agreed to provide various back-office, information technology, commercial and operations support until the business is fully separated from us (estimated to be May 2024).

6. GOODWILL AND ASSET IMPAIRMENTS

We recorded no goodwill and asset impairments in 2023.

During the fourth quarter of 2022, we recognized a goodwill and asset impairment ~~model~~charge for ~~most~~our Composite Fibers segment of $30.7 million. This charge includes a $20.3 million goodwill impairment for the Composite Fibers segment, primarily driven by higher valuation discount rates despite our expectation of improvements in future financial ~~instruments, including trade receivables from an incurred loss method~~results compared to our forecast included in our valuation performed in Q1 2022. In addition, we recognized a ~~new forward-looking approach,~~$10.4 million non-cash asset impairment charge related to our OberSchmitten, Germany facility based on ~~expected~~our expectations of future cash flows for this site. The facility was sold in the third quarter of 2023, as discussed in Note 5 - “Sale of Ober-Schmitten, Germany Facility.”

During the third quarter of 2022, we recognized a non-cash goodwill impairment charge for our Spunlace segment of $42.5 million. The Spunlace segment has faced continued inflationary challenges which had escalated since our acquisition of this business in late 2021. Our selling price increases in 2022 were insufficient to offset the impact of inflation. Furthermore, the Spunlace segment has been impacted by unexpected supply chain and other operational issues which, in combination with the commercial issues, resulted in an unexpected increase in operating losses. ~~Under the new guidance, an allowance is recognized based on an estimate of expected credit losses. This standard is effective for us in~~

In the first quarter of ~~2020~~2022, in connection with an assessment of potential impairment of long-lived and ~~must be adopted using~~indefinite-lived intangible assets stemming from the compounding impacts resulting from the Russia/Ukraine military conflict and related sanctions, we recorded a ~~modified retrospective transition approach. We are currently assessing the impact this standard may have on our results of operations and financial position.~~

3.	~~ENERGY AND RELATED SALES, NET~~

We sell excess power generated by the Spring Grove, PA facility. We also sell renewable energy credits generated by the Spring Grove, PA and Chillicothe, OH facilities representing sales of certified credits earned$117.3 million non-cash asset impairment charge related to ~~burning renewable sources~~Composite Fibers' Dresden facility and an impairment of ~~energy such as black liquor~~Composite Fibers' goodwill. Dresden is a single-line facility that produces wallcover base paper, the majority of which is sold into the Russian and ~~wood waste.~~

Ukrainian markets. As a direct result of the economic impacts from the conflict, and the disruptions in the underlying financial systems and prohibition of the export of sanctioned wallcover base paper to Russia, a charge was recorded to reduce the carrying value of the Dresden fixed assets and intangible assets (technological know-how, customer relationships, and an indefinite-lived trade name), along with Composite Fibers’ goodwill to fair value.

The following table summarizes ~~this activity for each of~~ the ~~past three years:~~

Year ended December 31

In thousands
2017

2016

2015

Energy sales
$
3,258

$
3,613

$
5,315

Costs to produce

(3,986
)

(3,972
)

(4,428
)

Net

(728
)

(359
)

887

Renewable energy credits

5,854

6,500

4,777

Total
$
5,126

$
6,141

$
5,664

4.	~~GAIN ON DISPOSITIONS OF PLANT, EQUIPMENT AND TIMBERLANDS~~

~~During 2017, 2016 and 2015, we completed the following sales of assets:~~

5.	~~ASSET IMPAIRMENT CHARGES~~

~~In connection with our annual test of potential~~ impairment ~~of indefinite lived intangible assets, in 2015 we recorded a non-cash impairment charge of $1.2 million. No such~~ charges were recorded in 2017 or 2016. A trade name intangible asset was acquired in connection with our Composite Fibers business unit’s 2013 Dresden acquisition. The charge was due to changes in the estimated fair value of the trade name, primarily driven by lower forecasted revenues associated with the business, an increase in discount rates related to Dresden’s business in Russia and Ukraine and this region’s political and economic instability. The fair value of the asset was estimated using a discounted cash flow model under a relief from royalty method. The significant assumptions used included projected financial performance and discount rates, which resulted in a Level 3 fair value classification.

~~The charge is~~ recorded in the accompanying consolidated statements of income (loss) under the caption ~~“Selling, general~~“Goodwill and ~~administrative expenses.~~other asset impairment charges:” ~~For additional information~~


In thousands	2023		2022		2021
Plant, property and equipment	$	—	$	37,936	$	—
Technological know-how	—		18,443		—
Customer relationships	—		11,695		—
Tradename	—		3,530		—
Goodwill	—		118,952		—
Total	$	—	$	190,556	$	—

The fair value of the underlying assets was estimated using discounted cash flow models, independent appraisals and similar methods, all of which are Level 3 fair value classification.

As a result of economic sanctions and disruptions to the financial markets, certain Russian and Ukrainian customers were not expected to satisfy outstanding accounts receivables. As such, during 2022, we recognized bad debt expense of approximately $2.9 million directly related to Russian and Ukrainian customers. Furthermore, during 2022, we increased inventory reserves by approximately $0.3 million, primarily related to wallcover products. In 2023, we reversed approximately $1.4 million of bad debt expense based on ~~Goodwill~~actual and ~~Intangible Assets, see Note 13.~~

expected recoveries.

7. GAIN ON DISPOSITIONS OF PLANT, EQUIPMENT AND TIMBERLANDS

During 2023, 2022 and 2021, we completed the following sales of assets:


Dollars in thousands	Acres	Proceeds		Gain (loss)
2023
Timberlands	546	$	1,340	$	1,305
Other	n/a	336		(194)
Total		$	1,676	$	1,111
2022
Timberlands	790	$	3,130	$	2,962
Other	n/a	69		(158)
Total		$	3,199	$	2,804
2021
Timberlands	1,796	$	5,567	$	5,239
Other	n/a	—		(170)
Total		$	5,567	$	5,069


GLATFELTER ~~2017~~2023 FORM 10-K			39 45

6.	~~EARNINGS~~ ~~PER SHARE~~

8. REVENUE

The following table sets forth disaggregated information pertaining to our net sales from contracts with customers:


	Year ended December 31,
In thousands	2023		2022		2021
Revenue by product category
Airlaid Materials
Feminine hygiene	$	217,147	$	238,420	$	207,116
Specialty wipes	167,702		156,516		110,201
Tabletop	109,293		117,070		76,904
Adult incontinence	29,611		27,102		22,034
Home care	27,424		25,842		25,575
Food pads	13,143		13,787		11,337
Other	22,160		22,777		17,083
	586,480		601,514		470,250
Composite Fibers
Food & beverage	287,040		309,065		298,859
Technical specialties	74,019		83,225		92,351
Wallcovering	61,607		53,156		88,057
Composite laminates	35,869		43,088		43,438
Metallized	24,982		35,329		34,102

	483,517		523,863		556,807
Spunlace
Consumer wipes	137,147		154,913		23,937
Critical cleaning	101,725		109,362		16,871
Health care	43,841		55,002		10,785
Hygiene	21,233		23,626		3,428
High performance	12,410		13,438		1,483
Beauty care	1,560		9,608		1,133
	317,916		365,949		57,637

Inter-segment sales elimination	(2,397)		—		—
Total	$	1,385,516	$	1,491,326	$	1,084,694


	Year ended December 31,
In thousands	2023		2022		2021
Revenue by geography
Airlaid Materials
Americas	$	327,200	$	324,710	$	237,808
Europe, Middle East and Africa	246,073		263,843		223,718
Asia Pacific	13,207		12,961		8,724
	586,480		601,514		470,250
Composite Fibers
Europe, Middle East and Africa	278,951		262,750		333,608
Americas	127,805		160,541		134,753
Asia Pacific	76,761		100,572		88,446
	483,517		523,863		556,807
Spunlace
Americas	203,492		210,812		30,815
Europe, Middle East and Africa	88,132		110,638		19,990
Asia Pacific	26,292		44,499		6,832
	317,916		365,949		57,637

Inter-segment sales elimination	(2,397)		—		—
Total	$	1,385,516	$	1,491,326	$	1,084,694

9. EARNINGS PER SHARE

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

Year ended December 31

In thousands, except per share

2017

2016

2015

Net income
$
7,914

$
21,554

$
64,575

Weighted average common shares
   outstanding used in basic EPS

43,609

43,558

43,397

Common shares issuable upon
   exercise of dilutive stock options
   and PSAs / RSUs

830

571

545

Weighted average common shares
   outstanding and common share
   equivalents used in diluted EPS

44,439

44,129

43,942

Earnings per share

Basic
$
0.18

$
0.49

$
1.49

Diluted

0.18

0.49

1.47


	Year ended December 31,
In thousands, except per share	2023		2022		2021
Net income (loss)	$	(79,053)	$	(194,208)	$	6,937

Weighted average common shares outstanding used in basic EPS	45,058		44,828		44,551
Common shares issuable upon exercise of dilutive stock options and PSAs / RSUs	—		—		373
Weighted average common shares outstanding and common share equivalents used in diluted EPS	45,058		44,828		44,924

Earnings (loss) per share
Continuing operations	$	(1.73)	$	(4.33)	$	0.15
Discontinued operations	(0.02)		—		—

The following table sets forth the potential common shares outstanding for stock options that were not included in the computation of diluted EPS for the period indicated, because their effect would be anti-dilutive:


	Year ended December 31							Year ended December 31,
In thousands	2017		2016		2015		In thousands	2023	2022	2021
Potential common shares		610		596		678

7.
GLATFELTER 2023 FORM 10-K			~~ACCUMULATED OTHER COMPREHENSIVE INCOME~~ 47

10. ACCUMULATED OTHER COMPREHENSIVE INCOME

In thousands
Currency
translation
adjustments

Unrealized gain
(loss) on cash
flow hedges

Change in
pensions

Change in other
postretirement
defined benefit
plans

Total

Balance at January 1, 2017
$
(100,448
)

$
1,500

$
(110,656
)

$
4,998

$
(204,606
)
Other comprehensive income
   before reclassifications  (net of tax)

58,609

(5,182
)

2,981

(1,099
)

55,309

Amounts reclassified from accumulated
   other comprehensive income  (net of tax)

—

(410
)

9,380

(348
)

8,622

Net current period other comprehensive
   income (loss)

58,609

(5,592
)

12,361

(1,447
)

63,931

Balance at December 31, 2017
$
(41,839
)

$
(4,092
)

$
(98,295
)

$
3,551

$
(140,675
)

Balance at January 1, 2016
$
(73,041
)

$
(225
)

$
(120,714
)

$
3,494

$
(190,486
)
Other comprehensive income
   before reclassifications  (net of tax)

(27,407
)

1,247

(4,334
)

2,086

(28,408
)
Amounts reclassified from accumulated
   other comprehensive income  (net of tax)

—

478

14,392

(582
)

14,288

Net current period other comprehensive
   income (loss)

(27,407
)

1,725

10,058

1,504

(14,120
)
Balance at December 31, 2016
$
(100,448
)

$
1,500

$
(110,656
)

$
4,998

$
(204,606
)

Balance at January 1, 2015
$
(34,224
)

$
2,356

$
(120,260
)

$
(2,742
)

$
(154,870
)
Other comprehensive income
   before reclassifications  (net of tax)

(38,817
)

1,620

(12,995
)

6,266

(43,926
)
Amounts reclassified from accumulated
   other comprehensive income  (net of tax)

—

(4,201
)

12,541

(30
)

8,310

Net current period other comprehensive
   income (loss)

(38,817
)

(2,581
)

(454
)

6,236

(35,616
)
Balance at December 31, 2015
$
(73,041
)

$
(225
)

$
(120,714
)

$
3,494

$
(190,486
)


In thousands	Currency translation adjustments		Unrealized gain (loss) on cash flow hedges		Change in pensions		Change in other postretirement defined benefit plans		Total
Balance at January 1, 2023	$	(106,242)	$	11,176	$	(3,247)	$	418	$	(97,895)
Other comprehensive income (loss) before reclassifications (net of tax)	15,509		735		(163)		(27)		16,054
Amounts reclassified from accumulated other comprehensive income (net of tax)	—		(1,356)		718		(30)		(668)
Net current period other comprehensive income (loss)	15,509		(621)		555		(57)		15,386
Balance at December 31, 2023	$	(90,733)	$	10,555	$	(2,692)	$	361	$	(82,509)

Balance at January 1, 2022	$	(69,757)	$	1,988	$	(11,482)	$	(1,053)	$	(80,304)
Other comprehensive income (loss) before reclassifications (net of tax)	(36,485)		16,716		7,613		1,367		(10,789)
Amounts reclassified from accumulated other comprehensive income (net of tax)	—		(7,528)		622		104		(6,802)
Net current period other comprehensive income (loss)	(36,485)		9,188		8,235		1,471		(17,591)
Balance at December 31, 2022	$	(106,242)	$	11,176	$	(3,247)	$	418	$	(97,895)

Balance at January 1, 2021	$	(42,525)	$	(2,496)	$	(12,844)	$	(788)	$	(58,653)
Other comprehensive income (loss) before reclassifications (net of tax)	(27,232)		4,759		611		(79)		(21,941)
Amounts reclassified from accumulated other comprehensive income (net of tax)	—		(275)		751		(186)		290
Net current period other comprehensive income (loss)	(27,232)		4,484		1,362		(265)		(21,651)
Balance at December 31, 2021	$	(69,757)	$	1,988	$	(11,482)	$	(1,053)	$	(80,304)

The following table sets forth the amounts reclassified from accumulated other comprehensive income (losses) for the years indicated.

Year ended December 31

In thousands
2017

2016

2015

Description

Line Item in Statements of Income

Cash flow hedges (Note 18)

(Gains) losses on cash flow hedges
$
(532
)
$
551

$
(5,752
)

Costs of products sold

Tax expense (benefit)

122

(73
)

1,551

Income tax provision (benefit)

Net of tax

(410
)

478

(4,201
)

Retirement plan obligations (Note 10)

Amortization of deferred benefit pension plan items

Prior service costs

2,122

2,026

2,300

Costs of products sold

704

672

762

Selling, general and administrative

Actuarial losses

9,134

9,798

12,745

Costs of products sold

3,145

3,373

4,388

Selling, general and administrative

Settlement recognition

—

7,306

—

Selling, general and administrative

15,105

23,175

20,195

Tax expense (benefit)

(5,725
)

(8,783
)

(7,654
)

Income tax provision (benefit)

Net of tax

9,380

14,392

12,541

Amortization of deferred benefit other plan items

Prior service costs

(150
)

(150
)

(230
)

Costs of products sold

(32
)

(32
)

(50
)

Selling, general and administrative

Actuarial losses

(311
)

(621
)

190

Costs of products sold

(67
)

(134
)

41

Selling, general and administrative

(560
)

(937
)

(49
)

Tax expense (benefit)

212

355

19

Income tax provision (benefit)

Net of tax

(348
)

(582
)

(30
)

Total reclassifications, net of tax
$
8,622

$
14,288

$
8,310

8.	~~INCOME TAXES~~

~~Effects of the Tax Cuts and Jobs Act~~

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into U.S. law. Among other things, the TCJA reduces the U.S. federal corporate tax rate from 35% to 21% beginning in 2018 and requires companies to pay a one-time transition tax on previously unremitted earnings of non-U.S. subsidiaries that were previously tax deferred. ASC Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017.

Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed.

SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Cuts and Jobs Act.

Amounts recorded where we consider accounting to be complete for the year ended December 31, 2017, principally relate to the reduction in the U.S. corporate income tax rate to 21%, which resulted in us recording an income tax benefit of $18.1 million to remeasure net deferred taxes liabilities.

The TCJA includes a one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer’s foreign subsidiaries. We performed a preliminary earnings and profits analysis which resulted in us recording provisional U.S. federal income tax expense of $41.8 million, $3.8 million of non-US taxes and $0.3 million of state taxes associated with the repatriation of such earnings and profits. Although we have made a reasonable estimate of the tax associated with our net accumulated earnings, a final determination of the TCJA’s impact remains incomplete pending a full analysis of the provisions and their interpretations.


	Year ended December 31,
In thousands	2023		2022		2021
Description							Line Item in Statements of Income
Cash flow hedges (Note 22)
Gains on cash flow hedges	$	(1,785)	$	(7,896)	$	(382)	Costs of products sold
Tax expense (benefit)	429		703		22		Income tax provision (benefit)
Net of tax	(1,356)		(7,193)		(360)

Loss (gain) on interest rate swaps	—		(335)		85		Interest expense
Tax expense	—		—		—		Income tax provision (benefit)
Net of tax	—		(335)		85
Total cash flow hedges	(1,356)		(7,528)		(275)

Retirement plan obligations (Note 13)
Amortization of defined benefit pension plan items
Prior service costs	23		43		47		Other, net
Actuarial losses	81		653		792		Other, net
Pension settlement	633		—		—
	737		696		839
Tax benefit	(19)		(74)		(88)		Income tax provision (benefit)
Net of tax	718		622		751
Amortization of defined benefit other plan items
Prior service costs	21		104		(233)		Other, net
Actuarial loss (gains)	(51)		—		47		Other, net
	(30)		104		(186)
Tax expense	—		—		—		Income tax provision (benefit)
Net of tax	(30)		104		(186)
Total reclassifications, net of tax	$	(668)	$	(6,802)	$	290

~~GLATFELTER 2017 FORM 10-K~~

11. INCOME TAXES

Other significant provisions that are not yet effective but may impact income taxes in future years include: an exemption from U.S. tax on dividends of future earnings, limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of the use of net operating losses generated after fiscal 2018 to 80% of taxable income but with an indefinite carryforward period, an incremental tax (base erosion anti-abuse tax or “BEAT”) on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries’ tangible assets (i.e., global intangible low-taxed income or “GILTI”). We are still evaluating whether to make a policy election to treat the GILTI tax as a period expense or to provide U.S. deferred taxes on foreign temporary differences that are expected to generate GILTI when they reverse in future years.

Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The effects of income taxes are measured based on enacted tax laws and rates.

The provision for (benefit from) income taxes from continuing operations consisted of the following:

	Year ended December 31
	Year ended December 31,												Year ended December 31,
In thousands	2017			2016			2015			In thousands	2023	2022		2021
Current taxes										Current taxes
Federal	$	(1,961	)	$	2,216		$	5,047
State		64			(1,112	)		(1,680	)
Foreign		14,292			10,203			12,536
		12,395			11,307			15,903
	19,187
Deferred taxes and other
Federal
Federal
Federal		11,662			(24,411	)		(7,287	)
State		3,388			(1,723	)		564
Foreign		3,976			4,079			4,821
		19,026			(22,055	)		(1,902	)
	(12,176)
Income tax provision (benefit)	$	31,421		$	(10,748	)	$	14,001


GLATFELTER 2023 FORM 10-K			49

The following are the domestic and foreign components of pretax income (loss) from continuing operations:

Year ended December 31

In thousands
2017

2016

2015

United States
$
(40,920
)

$
(63,315
)

$
2,382

Foreign

80,255

74,121

76,194

Total pretax income
$
39,335

$
10,806

$
78,576

A
Year ended December 31,
In thousands 2023 2022 2021
United States $ (60,092) $ (63,421) $ (44,682)
Foreign (11,000) (140,971) 58,359
Total pretax income (loss) $ (71,092) $ (204,392) $ 13,677

The following table sets forth a reconciliation ~~between the income tax provision, computed by applying~~of the statutory federal income tax rate ~~of 35%~~ to ~~income before income taxes, and the~~our actual effective tax rate for continuing operations.


	Year ended December 31,
	2023		2022		2021

Federal income tax provision at statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal income tax benefit	(2.3)		(0.6)		2.7
Foreign income tax rate differential	(0.1)		(4.6)		(1.9)
Tax effect of tax credits	1.0		0.1		(0.1)
Provision for (resolution of) tax matters	(6.2)		(1.4)		23.6
Rate changes due to enacted legislation	(1.3)		(0.1)		15.3
Change in reinvestment assertion	—		—		26.4
Effect of U.S. tax law change	(1.3)		(0.2)		2.8
Income inclusions from foreign subsidiaries	(1.6)		(0.6)		18.7
Stock-based compensation	(0.5)		0.7		3.9
Nondeductible officer's compensation	—		(0.3)		3.9
Valuation allowance	(30.1)		(6.8)		(3.1)
Tax effect of U.S. impairment	—		(1.5)		—
Recognition of non-U.S. intangible tax basis	—		—		(78.1)
Capitalized transaction costs	—		—		8.9


Foreign Attribute Recognition	13.0		—		—
Other	(1.5)		(0.6)		6.9
Actual tax rate	(9.9)	%	5.1	%	50.9	%

The effective income tax ~~provision is as follows:~~

Year ended December 31

2017

2016

2015

Federal income tax
   provision at statutory rate

35.0
%

35.0
%

35.0
%

State income taxes,
   net of federal income tax
   benefit

0.4

(15.0
)

0.3

Foreign income tax rate
   differential

(28.7
)

(96.3
)

(8.6
)

Rate changes due to
   enacted legislation

(0.6
)

(6.7
)

—

Tax effect of credits

(16.1
)

(30.3
)

(1.9
)

Provision for (resolution of ) tax matters

16.9

2.8

(2.1
)

State benefit due to enacted legislation

(4.1
)

—

—

Effect of U.S. tax law change ⁽¹⁾

53.2

—

—

Valuation allowance

23.3

7.1

0.4

Permanent differences on
   non-U.S. earnings

—

—

(4.4
)

Other

0.6

3.9

(0.9
)

Actual tax rate

79.9
%

(99.5
)%

17.8
%

~~(1)~~

~~Due to the TCJA which was enacted~~rate in December 2017, provisional mandatory transition tax on accumulated foreign earnings was accrued as of December 31, 2017. Our U.S. deferred tax assets and liabilities as of December 31, 2017 were re-measured from 35% to 21%.

~~The provisional effects of~~ the ~~TCJA are $39.0 million of deferred~~year ended December 31, 2023 was impacted by losses in the U.S. and certain foreign jurisdictions for which no income tax ~~expense, including a $6.8 million reversal~~benefit was recorded, offset in part by the recognition of a ~~valuation allowance, and $18.1~~$9.3 million of deferred tax benefit associated with a notional interest deduction carryforward at a foreign subsidiary.

The lower income tax rate in the year ended December 31, 2022 was largely impacted by the $119.0 million goodwill impairment charge (refer to Note 6), and operating losses in the U.S. and Spunlace operations in France, for which no tax benefit was recorded.

The effective income tax rate for the year ended December 31, ~~2017.~~

2021 was unfavorably impacted by operating losses in the U.S., restructuring and other non-recurring costs for which no tax benefit was recorded.

The sources of deferred income taxes were as follows at December 31:


In thousands	2017			2016			In thousands	2023	2022

Reserves
Reserves
Reserves	$	3,145		$	4,625
Environmental		11,189			20,868
Compensation		6,782			8,950
Pension
Post-retirement benefits		12,570			18,318
Research & development expenses		6,787			6,949
Inventories		1,891			1,464
Tax carryforwards		21,988			14,438
Interest limitation carryforwards
Other		2,106			993
Deferred tax assets		66,458			76,605
Valuation allowance		(7,405	)		(4,066	)
Net deferred tax assets		59,053			72,539
Property		(98,809	)		(81,837	)
Intangible assets		(17,647	)		(16,561	)
Pension		(21,941	)		(29,041	)
Inventories
Other		(4,110	)		—
Deferred tax liabilities		(142,507	)		(127,439	)
Net deferred tax liabilities	$	(83,454	)	$	(54,900	)

Non-current deferred tax assets and liabilities are included in the following balance sheet captions:

	December 31
	December 31,							December 31,
In thousands	2017		2016		In thousands	2023	2022
Other assets	$	117	$	95
Deferred income taxes		83,571		54,995

At December 31, ~~2017~~2023, we had federal, state and foreign tax net operating loss (“NOL”) carryforwards of ~~$47.9~~$124.3 million, ~~$188.4~~$203.2 million, and ~~$3.7~~$260.5 million, respectively. These NOL carryforwards are available to offset future taxable ~~income, if any. The~~income. $0.8 million of the federal NOL carryforward expires in ~~2037,~~2037. The remaining $123.5 million of the federal NOL has an indefinite carryforward and never expires. The state ~~NOLs~~NOL carryforwards expire at various times and in various amounts beginning in ~~2018 and through 2037.~~2024. Certain foreign NOL carryforwards begin to expire after ~~2023.~~

2029.

The federal, state, and ~~foreign~~international NOL carryforwards ~~and federal tax credits~~ on the income tax returns filed included unrecognized tax benefits taken in prior years. The ~~NOLs for which a~~ deferred tax ~~asset is~~assets recognized for financial statement purposes ~~in accordance with ASC 740~~for such NOL carryforwards are presented net of these unrecognized tax benefits.

In addition, we had various federal tax credit carryforwards totaling ~~$9.1 million which begin to expire after 2035, state tax credit carryforwards totaling $0.2~~$15.0 million which begin to expire in ~~2018,~~2035 and ~~foreign investment~~state tax ~~credits of $2.4~~credit carryforwards totaling $3.6 million, which begin to expire ~~after 2027.~~

in 2028.

As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had a valuation allowance of ~~$7.4~~$126.5 million and ~~$4.1~~$53.0 million, respectively, against net deferred tax assets, primarily due to uncertainty regarding the ability to utilize federal, state and foreign tax NOL carryforwards, federal and foreign interest deduction limitation carryforwards and certain state tax credits. In assessing the need for a valuation allowance, management considers all available positive and negative evidence in its analysis. Based on this analysis, we recorded a valuation allowance for the portion of deferred tax assets where the weight of available evidence indicated it is more likely than not that the deferred tax assets will not be realized.

Tax credits and other incentives reduce tax expense in the year the credits are claimed. We recorded tax credits of ~~$6.3~~$0.5 million, ~~$1.1~~$0.7 million and ~~$1.5~~$0.0 million in ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, related to research and development ~~credits~~credits.

At December 31, 2023 and ~~fuels~~2022, unremitted earnings of certain subsidiaries outside the United States deemed to be indefinitely reinvested totaled $94.0 million and $130.0 million, respectively. Because the unremitted earnings of those subsidiaries are deemed to be indefinitely reinvested as of December 31, 2023 and because we have no need for or plans to repatriate such earnings, no deferred tax ~~credits.~~

liability has been recognized in our consolidated financial statements with regard to those subsidiaries. In 2021, we designated unremitted earnings of a subsidiary as not indefinitely reinvested. As ~~a result~~ of ~~the mandatory deemed repatriation provisions in the TCJA,~~


GLATFELTER 2023 FORM 10-K			51

December 31, 2023, we ~~recorded a provisional estimate on $397.8~~have $2.3 million of ~~undistributed~~deferred tax liabilities recorded with regard to the unremitted earnings of ~~foreign subsidiaries in U.S. taxable income at the reduced tax rates. With respect to other basis differences in connection with our foreign subsidiaries at December 31, 2017, we assert~~ that ~~such basis differences are indefinite~~

subsidiary.

~~in duration, and as a result, no deferred taxes have been provided.~~

As of December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, we had ~~$26.9~~$60.7 million, ~~$14.2~~$56.5 million and ~~$12.2~~$55.7 million of gross unrecognized tax benefits, respectively. As of December 31, ~~2017,~~2023, if such benefits were to be recognized, approximately ~~$16.8~~$58.1 million would be recorded as a component of income tax expense, thereby affecting our effective tax rate.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:

In millions
2017

2016

2015

Balance at January 1
$
14.2

$
12.2

$
14.9

Increases in tax positions
   for prior years

1.7

2.0

0.0

Decreases in tax positions
   for prior years

—

(1.4
)

(4.3
)

Increases in tax positions
   for current year

11.9

1.9

1.9

Settlements

—

(0.2
)

0.0

Lapse in statutes of
   limitation

(0.9
)

(0.3
)

(0.3
)

Balance at December 31
$
26.9

$
14.2

$
12.2


In thousands	2023		2022		2021
Balance at January 1	$	56,506	$	55,660	$	46,259
Increases in tax positions for prior years	51		—		38
Decreases in tax positions for prior years	—		(995)		(638)
Acquisition related:
Purchase Accounting	—		—		12,718
Increases in tax positions for current year	5,728		3,644		3,683
Settlements	—		—		—
Lapse in statutes of limitation	(1,552)		(1,803)		(6,400)
Balance at December 31	$	60,733	$	56,506	$	55,660

We, or one of our subsidiaries, file income tax returns with the United States Internal Revenue Service, as well as various state and foreign authorities. The following table summarizes tax years that remain subject to examination by major jurisdiction:

Open Tax Years

Jurisdiction

Examinations not

yet initiated

Examination in

progress

United States

Federal

2014, 2015; 2020 - 2023

N/A

~~Federal~~

State

~~2014~~2019 - ~~2017~~

2023

N/A

~~State~~

Canada(1)

~~2013~~2016 - ~~2017~~

2018, 2023

~~2014~~

2019-2022

~~Canada~~

Germany(1)

~~2010-2013; 2017~~

2020 - 2023

~~2014 - 2016~~

2016-2019

~~Germany~~⁽¹⁾

France

~~2016 - 2017~~

2023

~~2011 - 2015~~

2021-2022

~~France~~

United Kingdom

~~2015 - 2017~~

2022-2023

~~2012~~

N/A

~~United Kingdom~~

Philippines

~~2016 - 2017~~

2020, 2022-2023

N/A

~~Philippines~~

~~2015, 2017~~

~~2016~~

~~(1)~~

~~includes provincial or similar local jurisdictions, as applicable.~~

(1)Includes provincial or similar local jurisdictions, as applicable.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis and accrues amounts for uncertain tax positions. Based on these reviews and the result of discussions and resolutions of matters with ~~certain~~ tax authorities and the closure of tax years subject to tax audit, reserves are adjusted as necessary. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are determined or resolved

~~GLATFELTER 2017 FORM 10-K~~

or as such statutes are closed. Due to potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible our gross unrecognized tax benefits ~~balance~~ may decrease within the next twelve months by a range of zero to ~~$0.6~~$8.4 million. The majority of this range relates to tax positions taken in ~~the U.S.~~

foreign jurisdictions.

We recognize interest and penalties related to uncertain tax positions as income tax expense. The following table summarizes information related to interest and penalties on uncertain tax positions:

As of or for the year ended
December 31,

In millions
2017

2016

2015

Accrued interest payable
$
0.8

$
0.5

$
0.6

Interest expense (income)

0.3

(0.1
)

–

Penalties
–

–

–


	As of or for the year ended December 31,
In thousands	2023		2022		2021
Accrued interest payable	$	6,251	$	4,767	$	3,947
Accrued penalties	2,782		2,975		3,020
Interest expense	1,483		820		974

9.	~~STOCK-BASED COMPENSATION~~

The ~~P. H.~~Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. The minimum tax directive has been adopted by the EU for implementation by its Member States into national legislation

effective for fiscal years beginning after 2023 and may be adopted by other jurisdictions including the U.S. Many countries where we have operations continue to announce changes in their tax laws and regulations based on the Pillar Two principles. We continue to monitor and evaluate the impact of these proposed and enacted legislative changes. Given the uncertainty regarding such proposed legislative changes, the impact of Pillar Two cannot be determined at this time.

12. STOCK-BASED COMPENSATION

On May 5, 2023, upon Board and shareholder approval, the Glatfelter Corporation 2022 Long-Term Incentive Plan, as Amended and Restated, ~~Long Term~~became effective and is a successor plan to the Glatfelter Corporation 2022 Long-Term Incentive Plan ~~(the~~(collectively, the “LTIP”) ~~provides~~, which was originally effective as of April 27, 2005 and was subsequently amended and restated on May 4, 2017, and May 5, 2022, respectively. The LTIP continues to provide for the issuance of Glatfelter common stock to eligible participants in the form of restricted stock units, restricted stock awards, non-qualified stock options, performance shares, incentive stock options and performance units. Furthermore, the LTIP increased the number shares previously available for issuance by 675,000 shares. As of December 31, ~~2017,~~2023, there were ~~2,188,572~~2,385,486 shares of common stock available for future issuance under the LTIP.

~~Since the approval~~

Pursuant to terms of the LTIP, we have issued to eligible participants restricted stock units (“RSUs”), performance share awards (“PSAs”) and ~~stock only~~stock-only stock appreciation rights (“SOSARs”).

Restricted Stock Units (“RSUs”) and Performance Share Awards (“PSAs”)Awards of RSUs and PSAs are made under our LTIP. The vesting of RSUs is generally based on the passage of time, generally ~~on a graded scale~~ over a ~~three, four, and five-year period. Beginning~~three-year period or in ~~March of 2011, PSAs~~certain instances the RSUs were issued ~~annually~~with three-year cliff vesting. PSAs are issued to members of ~~senior~~ management and ~~each respective grant cliff vests each December 31, assuming the~~vesting is based on achievement of ~~predetermined, multi-year~~ cumulative financial performance ~~targets.~~targets covering a two-year period followed by an additional one-year service period. The performance measures include a minimum, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial ~~performance.~~Performance. In addition, certain PSA awards include a modifier based on the three-year total shareholder return relative to a broad market index. Other awards include a hard-wired three-year total shareholder return metric relative to a broad market index. For ~~both~~ RSUs, ~~and PSAs,~~ the grant date fair value of the awards, ~~which is equal to~~or the closing price per common share on the date of the award, is used to determine the amount of expense to be recognized over the applicable service period. For PSAs, the grant date fair value is estimated using a lattice model. The significant inputs include the stock price, volatility, dividend yield, and risk-free rate of return. Settlement of RSUs and PSAs will be made in shares of our common stock currently held in treasury.

In 2023, 2022 and 2021, we issued awards to employees of RSUs and PSAs under our LTIP. RSUs vest based on the passage of time, generally over a graded three-year period or, in certain instances, cliff vest after one or three years. In addition, some awards vest over one year or less depending upon the retirement eligibility of the grantees in the LTIP. The PSAs awarded vest based on either the achievement of cumulative financial performance targets covering a two-year period or based on the three-year total shareholder return relative to a broad market index. The performance measures include a minimum, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance.

In addition, in 2022, we issued 360,000 PSAs and 240,000 RSUs to our new CEO, Thomas Fahnemann, as part of his on-boarding compensation package. These PSAs have a 3-year service and performance requirement that is based on our stock price achieving certain levels during the performance period. Specifically, if the Company’s closing stock price is $10 or higher for 20 consecutive days during the performance period, 50% of the award is achieved. If the stock price exceeds $18 per share for 20 consecutive days during the performance period 100% of the award is achieved. The RSUs vest over a three-year period with 50% vesting after two years and the remainder vesting after three years.

In 2022, in connection with his separation from the Company, certain unvested RSUs and PSAs of the former CEO were forfeited, and as a result, the Company recognized a stock-based compensation benefit of approximately $3.1 million which is included in Selling, general and administrative expense on the accompanying consolidated statements of income (loss).

In 2023, the Board continued to assess the executive leadership team and ultimately appointed Mr. Boris Illetschko as SVP, Chief Operating Officer who replaced Mr. Christopher Astley, SVP, Chief Commercial Officer and Mr. Wolfgang Laures, SVP Integrated Global Supply Chain & Information Technology. Upon hire, Mr. Illetschko received an equity award that followed the same design as the 2023 annual award, which consisted of 40% Time Based RSUs and 60% PSAs. Messrs. Astley and Laures forfeited any unvested equity upon their respective separation dates.

For RSUs, the grant date fair value of the awards, or the closing price per common share on the date of the award, is used to determine the amount of expense to be recognized over the applicable service period. For PSAs, the grant date fair value is estimated using a lattice model. The significant inputs include the stock price, volatility, dividend yield, and


GLATFELTER 2023 FORM 10-K			53

risk-free rate of return. Settlement of RSUs and PSAs will be made in shares of our common stock currently held in treasury.

The following table summarizes RSU and PSA activity during the past three years:


Units	2017			2016			2015			Units	2023	2022	2021
Balance at January 1,		679,038			674,523			888,942
Granted		375,435			302,722			164,666
Forfeited		(96,306	)		(148,232	)		(92,183	)
Shares delivered		(28,781	)		(149,975	)		(286,902	)
Balance at December 31,		929,386			679,038			674,523

2017

2016

2015

Compensation expense
$
4,843

$
3,154

$
1,758


In thousands	2023		2022		2021
Compensation expense	$	2,797	$	831	$	5,063

The amount granted in ~~2017, 2016~~2023, 2022 and ~~2015~~2021 includes ~~163,274, 199,693~~758,222, 725,812 and ~~105,017~~162,480 PSAs, respectively, exclusive of reinvested dividends. The weighted average grant date fair value per unit for awards in ~~2017, 2016~~2023, 2022 and ~~2015~~2021 was ~~$22.32, $18.08~~$3.69, $8.04 and ~~$24.62,~~$16.71, respectively. As of December 31, ~~2017,~~2023, unrecognized compensation expense for outstanding RSUs and PSAs totaled ~~$6.7~~$4.4 million. The weighted average remaining period over which the expense will be recognized is ~~1.9~~1.79 years.

2017

2016

2015

SOSARS
Shares

Wtd Avg Exercise Price

Shares

Wtd Avg
Exercise Price

Shares

Wtd Avg
Exercise Price

Outstanding at January 1,

2,736,616

$
17.64

2,199,742

$
17.82

1,864,707

$
16.20

Granted

—

—

743,925

17.54

423,590

24.62

Exercised

(157,140
)

13.76

(61,190
)

10.70

(70,347
)

14.12

Canceled / forfeited

(17,630
)

18.46

(145,861
)

22.80

(18,208
)

25.41

Outstanding at December 31,

2,561,846

$
17.87

2,736,616

$
17.64

2,199,742

$
17.82

Exercisable at December 31,

2,011,075

17.56

1,740,591

16.19

1,504,599

14.48

Vested and expected to vest

2,561,846

2,725,611

2,178,708

SOSAR Grants

Weighted average grant date
   fair value per share

—

$
4.07

$
7.46

Aggregate grant date
   fair value (in thousands)

—

$
3,013

$
3,134

Black-Scholes assumptions

Dividend yield

—

2.85
%

1.94
%

Risk free rate of return

—

1.34
%

1.64
%

Volatility

—

31.97
%

36.38
%

Expected life

—

6

6

Compensation expense
   (in thousands)
$
1,371

��

$
2,735

$
2,645


Stock Only Stock Appreciation Rights			The following table sets forth information related to outstanding SOSARs:


	2023				2022				2021
SOSARs	Shares		Wtd Avg Exercise Price		Shares		Wtd Avg Exercise Price		Shares		Wtd Avg Exercise Price
Outstanding at January 1,	769,544		$	21.34	1,079,113		$	20.42	1,082,413		$	20.40
Granted	—		—		—		—		—		—
Exercised	—		—		—		—		(3,300)		15.61
Canceled / forfeited	(238,025)		19.66		(309,569)		18.12		—		—
Outstanding at December 31,	531,519		$	22.10	769,544		$	21.34	1,079,113		$	20.42
Exercisable at December 31,	531,519		22.10		769,544		21.34		1,079,113		20.42
Vested and expected to vest	531,519		22.10		769,544		21.34		1,079,113		20.42
Compensation expense (in thousands)	$	—			$	—			$	—

Under terms of the SOSAR, the recipients receive the right to receive a payment in the form of shares of common stock equal to the difference, if any, in the fair market value of one share of common stock at the time of exercising the SOSAR and the exercise price. ~~The SOSARs vest ratably over a three year period.~~ No SOSARs were issued during ~~2017.~~any of the past three years. As of December 31, ~~2017,~~2023, all issued SOSARs were vested and the intrinsic value of SOSARs ~~vested and expected to vest totaled $12.4 million~~was zero and the remaining weighted average contractual life of outstanding SOSARs was ~~5.2~~1.26 years.

~~10.~~

~~RETIREMENT PLANS AND OTHER POST-RETIREMENT BENEFITS~~

~~We provide~~

13. RETIREMENT PLANS AND OTHER POST-RETIREMENT BENEFITS

Prior to May 2019, we provided non-contributory retirement benefits under both funded and unfunded plans to all U.S. employees and to certain non-U.S. ~~employees.~~employees in Germany. As discussed in more detail below, we terminated our U.S. qualified pension plan effective June 30, 2019 and replaced the benefits with an enhanced 401(k) defined contribution plan. Participation and benefits under the plans ~~are~~were based upon the employees’ date of ~~hire and the covered group in which that employee falls.~~hire. U.S. benefits ~~are~~accrued under the terminated pension plan was based on ~~either a unit-benefit formula for bargained hourly employees, or~~ a final average pay formula or cash balance formula for salaried employees.

In December 2019, our Board of Directors approved the freezing of benefit accruals in the non-qualified pension plan for active participants effective December 31, 2019. As of January 1, 2020, each active participant’s frozen non-qualified pension benefit was transferred to a newly approved Deferred Compensation Plan non-qualified benefit plan and will earn interest credits going forward.

The Deferred Compensation Plan also provides for employer contributions and the Plan may provide for elective employee deferrals. Beginning in 2022, the plan allows active in-service withdrawals for elective employee deferrals. Under the Deferred Compensation Plan, participants are eligible to receive annual Company contributions that such participants would have received under our 401(k) Savings Plan, but for certain limitations imposed by the Internal Revenue Code on 401(k) plan contributions (“Company Contributions”). Unless otherwise determined by the Compensation Committee, Company Contributions under the Deferred Compensation Plan will not exceed 7% of a

participant’s annual eligible compensation that is in excess of the Internal Revenue Code compensation limit for 401(k) plans.

As of December 31, 2023 and 2022, the remaining non-contributory pension plans are unfunded non-qualified plans. Non-U.S. benefits ~~are~~were based ~~in the case of certain plans,~~ on average salary and years of ~~service and, in the case of other plans, on a fixed amount for each year of~~ service. ~~U.S. plan provisions and funding meet the requirements of the Employee Retirement Income Security Act of 1974.~~ We use a December 31-measurement date for all of our defined benefit plans.

~~GLATFELTER 2017 FORM 10-K~~

We also provide certain health care benefits to eligible U.S.-based retired employees. Participation in the plan is closed to any salaried employees hired after December 31, 2006. Participation is closed to any hourly union employees in our Pennsylvania operations hired after January 16, 2011. Hourly union employees in our Ohio operations are eligible to participate upon attaining age 55 with five years of service. These benefits include a comprehensive medical plan forFor retirees prior to age 65, ~~and~~these benefits consists of either a Company provided fixed ~~payment~~contribution, as determined on an annual basis, to the participant’s health reimbursement account or providing group medical insurance coverage with a subsidy cap of $10,000 per year, as determined by date of retirement. In December 2023, the Plan was amended to transition all retiree medical benefits to the health reimbursement construct, eliminating the group medical insurance offering. For certain retirees over age 65, these benefits consists of a fixed payment to ~~help~~ defray the costs of Medicare. ~~Claims are paid as reported.~~

Pension Benefits

Other Benefits

In millions

2017

2016

2017

2016

Change in
   Benefit
   Obligation

Balance at
   beginning of
   year

$
552.0

$
541.9

$
47.9

$
51.0

Service cost

10.7

10.5

1.2

1.1

Interest cost

23.8

24.5

2.0

2.0

Plan amendments

4.1

5.5

—

—

Participant
   contributions

—

—

1.1

1.0

Actuarial
   (gain)/loss

45.5

17.0

1.5

(3.4
)
Benefits paid

(36.5
)

(22.9
)

(3.0
)

(3.8
)
One-time settlement

—

(24.2
)

—

—

Effect of currency
   rate changes

1.2

(0.3
)

—

—

Balance at end
   of year

$
600.8

$
552.0

$
50.7

$
47.9

Change in
   Plan Assets

Fair value of plan
   assets at
   beginning of year

$
610.7

$
594.9

$
—

$
—

Actual return
   on plan assets

96.8

60.8

—

—

Total contributions

2.1

2.1

3.0

3.8

Benefits paid

(36.5
)

(22.9
)

(3.0
)

(3.8
)
One-time settlement

—

(24.2
)

—

—

Fair value of plan
   assets at end
   of year

$
673.1

610.7

—

—

Funded status at
   end of year

$
72.3

$
58.7

$
(50.7
)

$
(47.9
)
All information presented in the following tables represents amounts attributable to continuing operations.


	Pension Benefits				Other Benefits
In thousands	2023		2022		2023		2022
Change in Benefit Obligation
Balance at beginning of year	$	34,729	$	44,885	$	3,380	$	5,130
Service cost	—		—		11		15
Interest cost	1,417		1,054		178		131
Benefits paid	(2,527)		(2,065)		(458)		(529)
One-time settlement	(5,815)		—		—		—
Plan amendments	—		—		188		—
Actuarial (gain)/loss	223		(8,436)		(2)		(1,367)
Effect of currency rate changes	273		(709)		—		—
Balance at end of year	$	28,300	$	34,729	$	3,297	$	3,380

Change in Plan Assets
Fair value of plan assets at beginning of year	$	—	$	—	$	—	$	—
Reversion of excess plan assets	—		—		—		—
Total contributions	2,527		2,065		511		529
Benefits paid	(2,527)		(2,065)		(511)		(529)
Fair value of plan assets at end of year	—		—		—		—
Funded status at end of year	$	(28,300)	$	(34,729)	$	(3,297)	$	(3,380)

As of December 31, 2023, the non-qualified plans have an unfunded projected benefit obligation of $28.3 million.

During 2023, we made a $5.8 million one-time settlement payment to our former CEO under the terms of his non-qualified pension plan in connection with his separation from the Company. In ~~2016,~~accordance with pension settlement accounting, we recorded a ~~pension~~ $0.6 million settlement charge reflecting the recognition of ~~$7.3 million and settled $24.2 million of benefits~~amounts previously included in ~~connection with a voluntary program offered to deferred vested terminated participants.~~

accumulated other comprehensive income.

Amounts recognized in the consolidated balance sheets consist of the following as of December 31:

Pension Benefits

Other Benefits

In millions

2017

2016

2017

2016

Other assets

$
115.5

$
96.7

$
—

$
—

Current liabilities

(2.2
)

(2.0
)

(3.5
)

(3.2
)
Other long-term
liabilities

(41.0
)

(36.0
)

(47.2
)

(44.7
)
Net amount
recognized

$
72.3

$
58.7

$
(50.7
)

$
(47.9
)


	Pension Benefits				Other Benefits
In thousands	2023		2022		2023		2022
Current liabilities	$	(2,337)	$	(8,415)	$	(552)	$	(513)
Other long-term liabilities	(25,963)		(26,314)		(2,745)		(2,886)
Net amount recognized	$	(28,300)	$	(34,729)	$	(3,297)	$	(3,399)

The components of amounts recognized as “Accumulated other comprehensive income” consist of the following on a pre-tax basis:

Pension Benefits

Other Benefits

In millions

2017

2016

2017

2016

Prior service
cost/(credit)

$
16.1

$
14.8

$
(0.5
)

$
(0.6
)
Net actuarial loss

145.6

165.9

(5.6
)

(7.4
)


	Pension Benefits				Other Benefits
In thousands	2023		2022		2023		2022
Prior service credit (cost)	$	(104)	$	(127)	$	(188)	$	(21)
Net actuarial gain (loss)	(4,339)		(4,762)		1,095		984

~~The accumulated benefit obligation for all defined benefit pension plans was $584.3 million and $537.6 million at December 31, 2017 and 2016, respectively.~~


GLATFELTER 2023 FORM 10-K			55

The weighted-average assumptions used in computing the benefit obligations above were as follows:

Pension Benefits

Other Benefits

2017

2016

2017

2016

Discount rate –
   benefit
   obligation

3.85
%

4.43
%

3.68
%

4.18
%
Future
   compensation
   growth rate

3.00

3.00

—

—


	Pension Benefits				Other Benefits
	2023		2022		2023		2022
Discount rate – benefit obligation	4.94	%	5.19	%	5.42	%	5.42	%

The discount rates set forth above were estimated based on the modeling of expected cash flows for each of our benefit plans and selecting a portfolio of high-quality debt instruments with maturities matching the respective cash flows of each plan. The resulting discount rates as of December 31, ~~2017~~2023 ranged from ~~1.90%~~3.71% to ~~4.55%~~5.41% for pension plans and ~~from 4.02% to 4.21%~~was 5.42% for the other benefit plans.

Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:

In millions	2017		2016

In thousands					In thousands	2023	2022
Projected benefit obligation	$	43.1	$	37.9
Accumulated benefit obligation		38.6		34.6
Fair value of plan assets		—		—

Net periodic benefit ~~cost~~(income) expense includes the following components:

Year Ended December 31

In millions

2017

2016

2015

Pension Benefits

Service cost

$
10.7

$
10.5

$
11.6

Interest cost

23.8

24.5

23.3

Expected return on plan
   assets

(43.0
)

(45.4
)

(46.0
)
Amortization of prior
   service cost

2.8

2.7

3.1

Amortization of
   actuarial loss

12.3

13.2

17.1

One-time settlement
   charge

—

7.3

—

Total net periodic benefit cost

$
6.6

$
12.8

$
9.1

Other Benefits

Service cost

$
1.2

$
1.1

$
1.4

Interest cost

2.0

2.0

2.0

Amortization of prior
   service cost/(credit)

(0.2
)

(0.2
)

(0.3
)
Amortization of
   actuarial loss

(0.4
)

(0.8
)

0.2

Total net periodic
   benefit cost

$
2.6

$
2.1

$
3.3


	Year ended December 31,
In thousands	2023		2022		2021
Pension Benefits

Interest cost	$	1,417	$	1,054	$	974

Amortization of prior service cost	23		43		48
Amortization of actuarial loss	81		653		790

One-time settlement charge	633		—		—
Total net periodic benefit expense	$	2,154	$	1,750	$	1,812

Other Benefits
Service cost	$	11	$	15	$	29
Interest cost	178		131		127
Amortization of prior service credit	21		104		(233)
Amortization of actuarial loss (gain)	(51)		—		47
Total net periodic benefit income	$	159	$	250	$	(30)

The prior service cost and actuarial net loss for our defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into our results of operations as a component of net periodic benefit cost over the next fiscal year are $3.1 million and $13.5 million, respectively. The comparable amounts of expected amortization for other benefit plans are a credit of $0.2 million and $0.3 million, respectively.

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

Year Ended December 31

In millions

2017

2016

Pension Benefits

Actuarial (gain) loss

$
(8.3
)

$
1.4

Plan amendments

4.1

5.5

Recognized prior service cost

(2.8
)

(2.7
)
Recognized actuarial losses

(12.3
)

(20.5
)
Total recognized in other
   comprehensive loss

(19.3
)

(16.3
)
Total recognized in net periodic
   benefit cost and other
   comprehensive loss

$
(12.7
)

$
(3.5
)
Other Benefits

Actuarial (gain) loss

$
1.5

$
(3.4
)
Amortization of prior service cost

0.2

0.2

Amortization of actuarial losses

0.4

0.8

Total recognized in other
   comprehensive (income) loss

2.1

(2.4
)
Total recognized in net periodic
   benefit cost and other
   comprehensive (income) loss

$
4.7

$
(0.3
)

Year ended December 31,
In thousands 2023 2022
Pension Benefits
Actuarial (gains) loss $ 223 $ (8,436)
Recognized prior service costs (23) (43)
Recognized actuarial losses (715) (653)
Total recognized in other comprehensive (income) loss (515) (9,132)
Total recognized in net periodic benefit cost and other comprehensive loss $ 1,639 $ (7,382)
Other Benefits
Actuarial (gain) loss $ (2) $ (1,367)
Amortization of actuarial loss 51 —
Total recognized in other comprehensive loss 49 (1,367)
Total recognized in net periodic benefit cost and other comprehensive loss $ 208 $ (1,117)

The weighted-average assumptions used in computing the net periodic benefit ~~cost~~expense information above were as follows:

Year Ended December 31

2017

2016

2015

Pension Benefits

Discount rate – benefit expense

4.43
%

4.65
%

4.21
%
Future compensation growth rate

3.00

3.50

4.00

Expected long-term rate of return
on plan assets

7.25

7.75

8.00

Other Benefits

Discount rate – benefit expense

4.18
%

4.38
%

3.89
%

To develop the expected long-term rate of return assumption, we considered the historical returns and the future expected returns for each asset class, as well as the target asset allocation of the pension portfolio.

~~Assumed health care cost trend rates used to determine benefit obligations at December 31 were as follows:~~

2017

2016

Health care cost trend rate
   assumed for next year

6.20
%

6.50
%
Rate to which the cost
   trend rate is assumed to
   decline (the ultimate trend rate)

4.50

4.50

Year that the rate reaches
   the ultimate rate

2037

2037

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effects:

One Percentage Point

In millions

Increase

Decrease

Effect on:

Post-retirement benefit obligation

$
3.9

$
(3.5
)
Total of service and interest
cost components

0.3

(0.3
)

~~Plan Assets~~ All pension plan assets in the U.S. are invested through a single master trust fund. The strategic asset allocation for this trust fund is selected by management, reflecting the results of comprehensive asset and liability modeling. The general principles guiding U.S. pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 (ERISA). These principles include discharging our investment responsibilities for the exclusive benefit of plan participants and in accordance with the “prudent expert” standard and other ERISA rules and regulations. We establish strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk.

Investments and decisions will be made solely in the interest of the Plan’s participants and beneficiaries, and for the exclusive purpose of providing benefits accrued thereunder. The primary goal of the Plan is to ensure the

~~GLATFELTER 2017 FORM 10-K~~

~~solvency of the Plan over time and thereby meet its distribution objectives. All investments in the Plan will be made in accordance with ERISA and other applicable statutes.~~

Risk is minimized by diversification by asset class, by style of each manager and by sector and industry limits when applicable. The targeted range of investment allocations of Plan assets is as follows:

Range

Domestic Equity

35
%

-

45
%
International equity

8

-
14

Real Estate Investment
Trusts (REIT)

2

-
6

Fixed income, cash
and cash equivalents

55

-
35

~~Diversification of plan assets is achieved by:~~

~~placing restrictions on the percentage of equity investments in any one company, percentage of investment in any one industry, limiting the amount of assets placed with any one manager; and~~

~~ii.~~

~~setting targets for duration of fixed income securities, maintaining a certain level of credit quality, and limiting the amount of investment in a single security and in non-investment grade paper.~~

A formal asset allocation review is done periodically to ensure that the Plan has an appropriate asset allocation based on the Plan’s projected benefit obligations. It is expected that asset class performance will meet or exceed that of the assigned indices, and be at least at the median relative to other professionally managed accounts in its peer group. The target return for cash and cash equivalents is a return that at least equals that of the 90-day T-bills.

~~The Investment Policy statement lists specific categories of securities or activities that are prohibited including options, futures, commodities, hedge funds, limited partnerships, and our stock.~~

~~The table below presents the fair values of our benefit plan assets by level within the fair value hierarchy, as described in Note 2:~~

December 31, 2017

In millions

Total

Level 1

Level 2

Level 3

Domestic Equity

Large cap

$
214.9

$
12.4

$
202.5

$
—

Small and mid
   cap

46.2

46.2

—

—

International
   equity

81.4

7.2

74.2

—

REIT

27.6

27.6

—

—

Fixed income

290.9

24.0

266.9

—

Cash and
   equivalents

12.1

0.1

12.0

—

Total

$
673.1

$
117.5

$
555.6

$
—


	Year ended December 31,
	2023		2022		2021
Pension Benefits
Discount rate – benefit expense	5.19	%	2.42	%	2.17	%



Other Benefits
Discount rate – benefit expense	5.42	%	2.70	%	2.30	%

December 31, 2016

In millions

Total

Level 1

Level 2

Level 3

Domestic Equity

Large cap

$
201.9

$
7.1

$
194.8

$
—

Small and mid
   cap

50.9

50.9

—

—

International
   equity

79.5

38.8

40.7

—

REIT

27.9

27.9

—

—

Fixed income

237.7

28.5

209.2

—

Cash and
   equivalents

12.8

—

12.8

—

Total

$
610.7

$
153.2

$
457.5

$
—

Cash Flow ~~We were not required to make contributions to our qualified pension plan in 2017 nor do we expect to make any to this plan in 2018.~~ Benefit payments expected to be made ~~in 2018~~ under our non-qualified pension plans and other benefit plans are summarized below:

In thousands

Nonqualified pension plans

$
2,160

Other benefit plans

3,500


In thousands	Pension Benefits		Other Benefits
2024	$	2,385	$	567
2025	2,337		364
2026	2,282		321
2027	2,228		293
2028	2,158		285
2029 through 2033	10,489		1,199

In thousands

Pension Benefits

Other Benefits

2018

$
41,106

$
3,500

2019

39,993

4,129

2020

39,468

4,500

2021

39,375

4,663

2022

39,041

4,620

2023 through 2027

188,907

21,053

~~11.~~

~~INVENTORIES~~

Inventories, net of reserves were as follows:

15. PLANT, EQUIPMENT AND TIMBERLANDS

Plant, equipment and timberlands at December 31 were as follows:

As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had ~~$21.0~~$4.6 million and ~~$24.3~~$5.2 million, respectively, of accrued capital expenditures.

~~The following table sets forth amounts of interest expense capitalized in connection with major capital projects:~~

Year Ended December 31

2017

2016

2015

Interest cost incurred
$
19,852

$
17,431

$
17,815

Interest capitalized

2,080

1,609

351

Interest expense
$
17,772

$
15,822

$
17,464

~~13.~~
GLATFELTER 2023 FORM 10-K			~~GOODWILL AND INTANGIBLE ASSETS~~ 57

16. GOODWILL AND INTANGIBLE ASSETS

The following table sets forth information with respect to goodwill and other intangible assets:



Customer relationships and related	28,003				—		(337)		27,666		—		2,812		30,478
Accumulated amortization	(268)		—		(1,487)		(48)		(1,803)		(1,580)		(286)		(3,669)
Net	27,735		—		(1,487)		(385)		25,863		(1,580)		2,526		26,809

Total intangibles	214,022		(75,399)		—		(5,189)		133,434		—		8,614		142,048
Total accumulated amortization	(57,718)		41,731		(9,848)		1,071		(24,764)		(9,166)		(1,785)		(35,715)
Net intangibles	$	156,304	$	(33,668)	$	(9,848)	$	(4,118)	$	108,670	$	(9,166)	$	6,829	$	106,333

The following table sets forth information pertaining to amortization of intangible assets:

In thousands

2017

2016

2015

Aggregate amortization
expense:

$
4,773

$
4,852

$
5,340

Estimated amortization
expense:

2018

4,773

2019

4,773

2020

4,639

2021

4,254

2022

4,139


In thousands	2023		2022		2021
Aggregate amortization expense:	$	9,166	$	9,848	$	9,753
Estimated amortization expense:
2024	9,408
2025	9,408
2026	9,408
2027	9,408
2028	9,408

Intangible assets are amortized on a straight-line basis. We amortize trade and product names over 15 years to 20 years; technical know-how over 8 years to 20 years; and customer relationships over 11 years to 18 years. The remaining weighted average useful life of intangible assets was ~~12.2~~13.1 years at December 31, ~~2017.~~

~~14.~~

~~OTHER LONG-TERM ASSETS~~

2023.

17. OTHER LONG-TERM ASSETS

Other long-term assets consist of the following:

18. OTHER CURRENT LIABILITIES

~~GLATFELTER 2017 FORM 10-K~~

~~15.~~

~~OTHER CURRENT LIABILITIES~~

Other current liabilities consist of the following:

	December 31
	December 31,							December 31,
In thousands		2017		2016	In thousands	2023	2022
Accrued payroll and benefits	$	39,375	$	48,306
Other accrued compensation and retirement benefits		7,864		6,828
Accrued tornado costs
Income taxes payable		1,927		211
Accrued rebates		16,126		14,329
Operating lease liability
Accrued energy costs
Accrued interest
Other accrued expenses		45,930		49,576
Total	$	111,222	$	119,250

~~16.~~
GLATFELTER 2023 FORM 10-K			~~LONG-TERM DEBT~~ 59

At December 31, 2023, other current liabilities includes a $29 million estimated accrual for a contractual obligation to repair a leased production and warehouse facility. On December 9, 2023, a series of tornados in Tennessee damaged a portion of one of the Company’s leased Spunlace converting production and warehousing facilities. Under the terms of the lease arrangement, we are responsible for building repairs and are working with our insurers to facilitate rebuilding the site. As only a portion of the facility was damaged, production was able to resume in early 2024 in the undamaged areas within the facility. The costs of the repairs will be covered by the Company's insurance and an insurance recovery receivable of approximately $27 million is reflected in other current assets in the accompanying consolidated balance sheet as of December 31, 2023. Our insurance policy includes a $5 million deductible, which has been expensed in the fourth quarter and included in Cost of Product Sold in the accompanying statement of income (loss) for the year ended December 31, 2023.

We enter into a variety of arrangements in which we are the lessee for the use of automobiles, forklifts and other production equipment, production facilities, warehouses and office space. We determine if an arrangement contains a lease at inception. All our lease arrangements are operating leases and are recorded in the consolidated balance sheet under the caption “Other assets” and the lease obligation is under “Other current liabilities” and “Other long-term liabilities.” We currently do not have any finance leases.

Operating lease right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. We use our incremental borrowing rate based on information available at the commencement date in determining the lease liabilities as our leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when we are reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

We also have arrangements with both lease and non-lease components. We elected the practical expedients not to separate non-lease components from lease components for our real estate and automobile leases and the lack of need to reassess classification. We elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for arrangements less than twelve months in duration.

The following table sets forth information related to our leases as of the periods indicated.


	December 31,
Dollars in thousands	2023			2022
Right of use asset	$	24,991		$	25,420
Weighted average discount rate	3.63		%	3.14		%
Weighted average remaining maturity (years)	20			21

The following table sets forth operating lease expense for the periods indicated:


	December 31,
In thousands	2023		2022
Operating lease expense	$	6,685	$	5,867

The following table sets forth required minimum lease payments for the years indicated:


In thousands
2024	$	5,671
2025	4,693
2026	2,775
2027	2,295
2028	1,694
Thereafter	18,542

Long-term debt is summarized as follows:


	December 31,
In thousands	2023		2022
Revolving credit facility, due Sep. 2026	$	99,450	$	118,685
4.750% Senior Notes, due Oct. 2029	500,000		500,000
11.25% Term loan, due Mar 2029	271,215		—
Term loan, due Feb 2024	—		193,588
2.05% Term Loan, due Mar 2023	—		1,423
1.30% Term Loan, due Jun 2023	—		762
1.55% Term Loan, due Sep 2025	—		3,594
1.10% Term Loan, due Mar 2024	1,005		4,848
0.57% Term Loan, due Jul 2023	—		21,332
Total long-term debt	871,670		844,232
Less current portion	(1,005)		(40,435)
Unamortized deferred issuance costs	(17,502)		(10,545)
Long-term debt, net of current portion	$	853,163	$	793,252

On ~~March 12, 2015,~~September 2, 2021, we ~~amended our revolving credit~~entered into a restatement agreement ~~with~~as part of a ~~consortium~~Fourth Amended and Restated $400.0 million Revolving Credit Facility and a €220.0 million Term Loan (collectively, the “Credit Facility ”) which matures September 6, 2026 and February 8, 2024, respectively.

Revolving Loans borrowings are available in U.S. Dollars, Euros, British Pound Sterling, and Canadian Dollars and the borrowing of ~~banks (the “Revolving Credit Facility”) which increased the~~Term Loans are available in Euros. The principal amount ~~available for borrowing to $400 million, extended the maturity~~ of the ~~facility~~Term Loan amortizes in consecutive quarterly installments of principal, with each such quarterly installment to ~~March 12, 2020, and instituted a revised interest rate pricing grid.~~ be in an amount equal to 1.25% of the Term Loan funded.

On ~~February 1, 2017,~~May 9, 2022, we entered into an amendment to the ~~Revolving~~ Credit Agreement, which was further amended on March 30, 2023. The March 30, 2023 amendment to ~~among other things, change~~ the ~~definition of earnings before interest, taxes, depreciation and amortization (“EBITDA”) for purposes of calculating covenant compliance.~~

~~For all US dollar denominated borrowings under~~Credit Agreement reduced the Revolving Credit Facility to $250.0 million and had us fully extinguish the €220.0 million Term Loan. The amendment: i) modifies the “leverage ratio” to be the ratio of consolidated senior secured debt to consolidated adjusted EBITDA ; ii) increases the maximum interest rate borrowing margin to be applied to the applicable index by 275 basis points; and iii) pledges as collateral substantially all domestic and Canadian assets to secure obligations owed under the Credit Agreement, as well as, on a second lien basis, the European assets that secure the AG Loan (as defined below). As amended, we are obligated to maintain a leverage ratio under 4.25 to 1.0 through the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026.

Borrowing rates for the Revolving Loans are determined at our option at the time of each borrowing. For all U.S. Dollar denominated Revolving Loan borrowings, the borrowing rate is ~~at our option,~~ either, (a) the bank’s base rate which is equal to the greater of i) the prime rate; ii) the ~~federal funds~~overnight bank funding rate plus 50 basis points; or iii) the daily ~~Euro-rate~~Simple Secured Overnight Financing Rate (“SOFR”) rate plus 100 basis points plus an applicable spread over either i), ii) or iii) ranging from ~~12.5~~250 basis points to ~~100~~400 basis points based on the Company’s leverage ~~ratio and its corporate credit ratings determined by Standard & Poor’s Rating Services and Moody’s Investor Service, Inc. (the “Corporate Credit Rating”);~~ratio; or (b) the daily ~~Euro-rate~~Term SOFR-rate plus an applicable margin ranging from ~~112.5~~350 basis points to ~~200~~500 basis points based on the Company’s leverage ~~ratio and the Corporate Credit Rating.~~ratio. For ~~non-US dollar~~non-U.S. Dollar denominated borrowings, interest is based on ~~(b) above.~~

the Euro-rate or EURIBOR-rate plus an applicable margin ranging from 350 basis points to 500 basis points based on the Company’s leverage ratio.

The ~~Revolving~~ Credit ~~Facility~~Agreement contains a number of customary covenants for financings of this type that, among other things, restrict our ability to dispose of or create liens on assets, incur additional indebtedness, ~~repay other indebtedness,~~ limits certain intercompany financing

arrangements, make acquisitions and engage in mergers or consolidations. ~~We are~~The Credit Agreement also ~~required to comply with specified financial tests~~contains covenants requiring a minimum debt coverage ratio.

All remaining principal outstanding and ~~ratios including: i) maximum net debt to EBITDA ratio (the “leverage ratio”);~~accrued interest under the Revolving Credit Facility will be due and ~~ii) a consolidated EBITDA to interest expense ratio. The most restrictive of our covenants is a maximum leverage ratio of 3.5x.~~ payable on September 2, 2026.

As of December 31, ~~2017,~~2023, the leverage ratio and the debt service ratio, as calculated in accordance with the definition in our ~~amended credit agreement~~Credit Agreement, was ~~2.5x.~~3.4x and 1.7, respectively. A breach of these requirements would give rise to certain remedies under the Revolving Credit Facility, among which ~~are~~is the termination of the ~~agreement~~agreement.


GLATFELTER 2023 FORM 10-K			61

On March 30, 2023, we entered into a €250.0 million Term Loan with certain affiliates of Angelo, Gordon & Co., L.P. (“AG Loan”). The net proceeds from the AG Loan were used to extinguish the €220.0 million Term Loan, to repay a portion of outstanding revolving borrowings under the Revolving Credit Facility, for working capital and ~~accelerated repayment~~general corporate purposes and to pay estimated fees and expenses.

The AG Loan will mature on March 23, 2029. Interest on the AG Loan accrues at the rate of 11.25% per annum and is payable quarterly in arrears on March 31, June 30, September 30, and December 31 each year, commencing on June 30, 2023.

The AG Loan is prepayable, in whole or in part, at any time at the prepayable premium specified in the Term Loan Agreement. Prior to September 30, 2024, we may prepay some or all of the ~~outstanding borrowings plus accrued~~AG Loan at a "make-whole" premium as specified.

Under the terms of the AG Loan, we have pledged as collateral substantially all assets of our subsidiaries in Germany, Luxembourg, United Kingdom, Malta and ~~unpaid interest under~~Switzerland, as well as, on a second lien basis, the ~~credit facility.~~

domestic and Canadian assets that secure the Revolving Credit Facility.

All covenants contained in the AG Loan agreement are substantially consistent with the Credit Agreement.

On October ~~3, 2012,~~25, 2021, we ~~completed a private placement offering of $250.0~~issued $500.0 million aggregate principal amount of ~~5.375% Senior Notes~~4.750% senior notes due ~~2020~~2029 (the ~~“5.375% Notes”~~“Notes”). The ~~5.375%~~ Notes ~~which~~ are ~~now publically registered, are fully and unconditionally~~ guaranteed on a senior unsecured basis, jointly and severally, by ~~PHG Tea Leaves, Inc.~~each of our existing and future domestic restricted subsidiaries that guarantees our obligations under the Credit Agreement, and/or certain other indebtedness (the “Guarantees”).

The Notes were issued pursuant to an indenture dated as of October 25, 2021 (the “Base Indenture”), ~~Mollanvick, Inc., Glatfelter Composite Fibers N. A., Inc., Glatfelter Advanced Materials N.A., Inc.,~~as supplemented by the supplemental indenture dated as of October 25, 2021 (the “Supplemental Indenture” and, ~~Glatfelter Holdings, LLC~~together with the Base Indenture, the “Indenture”) among the Company, certain subsidiaries of the Company party thereto (the “Guarantors”). and Wilmington Trust, National Association, as trustee.

The net proceeds from the offering of the Notes, together with cash on hand, were used to pay the purchase price of the Jacob Holm acquisition, to repay certain indebtedness of Jacob Holm, to repay outstanding revolving borrowings under the Revolving Credit Facility, and to pay estimated fees and expenses.

The Notes will mature on November 15, 2029. Interest on the ~~5.375%~~ Notes accrues at the rate of 4.750% per annum and is payable ~~semiannually~~semi-annually in arrears on ~~April~~May 15 and ~~October 15.~~

November 15 of each year, commencing on May 15, 2022.

The ~~5.375%~~ Notes are redeemable, in whole or in part, at any time ~~on or after October 15, 2016~~ at the redemption prices specified in the ~~applicable Indenture. These Notes and the guarantees~~underlying indenture. Prior to November 15, 2024, we may redeem some or all of the notes are senior obligations of the Company and the Guarantors, respectively, rank equally in right of payment with future senior indebtedness of the Company and the Guarantors and will mature on October 15, 2020.

Notes at a "make-whole" premium as specified.

The ~~5.375%~~ Notes contain various covenants customary to indebtedness of this nature, including limitations on i) the amount of indebtedness that may be incurred; ii) certain restricted payments including common stock dividends; iii) distributions from certain subsidiaries; iv) sales of assets; v) transactions amongst subsidiaries; and vi) incurrence of liens on assets. In addition, the ~~5.375%~~ Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding under the ~~Revolving~~ Credit Agreement at maturity or a default under the ~~Revolving~~ Credit Agreement that accelerates the debt outstanding thereunder. As of December 31, ~~2017,~~2023, we met all of the requirements of our debt covenants.

Glatfelter Gernsbach GmbH ~~& Co. KG~~ (“Gernsbach”), a wholly-owned subsidiary of ours, entered into a series of borrowing agreements with IKB Deutsche Industriebank AG, Düsseldorf (“IKB”) ~~as summarized below:~~

Amounts in thousands
Original
Principal

Interest
Rate

Maturity
Borrowing date

Apr. 11, 2013
€
42,700

2.05
%

Mar. 2023
Sep. 4, 2014

10,000

2.40
%

Jun. 2022
Oct. 10, 2015

2,608

1.55
%

Sep. 2025
Apr. 26, 2016

10,000

1.30
%

Jun. 2023
May 4, 2016

7,195

1.55
%

Sep. 2025

. Each of the borrowings require quarterly repayments of principal and interest and provide for representations, warranties and covenants customary for financings of these types. The financial covenants contained in each of the IKB loans ~~which relate to the minimum ratio of consolidated EBITDA to consolidated interest expense and the maximum ratio of consolidated total net debt to consolidated adjusted EBITDA, will be~~are calculated by reference to our ~~Revolving~~ Credit Agreement.

These borrowings were fully extinguished on March 14, 2023.

In 2021, Gernsbach also entered into two fixed-rate non-amortizing term loans with certain financial institutions. Similar to the IKB loans discussed above, the financial covenants of these borrowings are calculated by reference to the Credit Agreement. On February 28, 2023, one of these term loans for €20.0 million was fully extinguished. The remaining term loan has a principal balance of $1.0 million and matures in March 2024.

Aggregated unamortized deferred debt issuance costs incurred in connection with all of our outstanding debt totaled ~~$3.0~~$17.5 million at December 31, ~~2017.~~2023. The deferred costs are being amortized on a ~~straight line~~straight-line basis over the life of the underlying instruments. Amortization expense related to deferred debt issuance costs totaled ~~$1.2~~$3.0 million, $1.9 million and $0.9 million in ~~2017.~~

2023, 2022 and 2021, respectively.

The following schedule sets forth the amortization of our term loan agreements together with the maturity of our other long-term debt during the indicated year.

In thousands

2018
$
11,298

2019

11,297

2020

432,497

2021

11,297

2022

10,441

Thereafter

6,500


In thousands
2024	$	1,005
2025	—
2026	99,450
2027	—
2028	—
Thereafter	776,250

~~P. H.~~

Glatfelter ~~Company~~Corporation guarantees all debt obligations of its subsidiaries. All such obligations are recorded in these consolidated financial statements.

As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had ~~$5.2~~$5.7 million and ~~$5.1~~$4.7 million, respectively, of letters of credit issued to us by certain financial institutions. The letters of credit, which reduce amounts available under our ~~revolving credit facility, primarily~~Revolving Credit Facility, provide financial assurances for the performance of long-term monitoring activities associated with the Fox River environmental matter and for the benefit of certain state workers compensation insurance agencies in conjunction with our self-insurance program. We bear the credit risk on this amount to the extent that we do not comply with the provisions of certain agreements. No amounts are outstanding under the letters of credit.

~~17.~~

~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~

21. FAIR VALUE OF FINANCIAL INSTRUMENTS

The amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable and short-term debt approximate fair value. The following table sets forth the carrying value and fair value of long-term debt as of December 31:

2017

2016

In thousands
Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Variable rate debt
$
171,200

$
171,200

$
61,595

$
61,595

Fixed-rate bonds

250,000

253,823

250,000

256,563

2.40% Term loan

7,710

7,889

8,282

8,877

2.05% Term loan

33,607

34,122

35,163

37,089

1.30% Term Loan

9,423

9,370

9,788

10,062

1.55% Term loan

11,390

11,320

10,333

10,082

Total
$
483,330

$
487,724

$
375,161

$
384,268


	2023				2022
In thousands	Carrying Value		Fair Value		Carrying Value		Fair Value
Revolving credit facility, due Sep. 2026	$	99,450	$	99,450	$	118,685	$	118,685
4.750% Senior Notes, due Oct. 2029	500,000		346,250		500,000		301,250
11.25% Term loan, due Mar 2029	271,215		282,586		—		188,998
Term loan, due Feb 2024	—		—		193,588		—
2.05% Term Loan, due Mar 2023	—		—		1,423		1,418
1.30% Term Loan, due Jun 2023	—		—		762		754
1.55% Term Loan, due Sep 2025	—		—		3,594		3,430
1.10% Term Loan, due Mar 2024	1,005		993		4,848		4,721
0.57% Term Loan, due Jul 2023	—		—		21,332		20,932
Total long-term debt	$	871,670	$	729,279	$	844,232	$	640,188

~~As of December 31, 2017 and 2016, we had $250.0 million of 5.375% fixed rate bonds. These bonds are publicly registered, but thinly traded. Accordingly, the~~

The values set forth above ~~for the bonds, as well as our other debt instruments,~~ are based on observable inputs and other relevant market data (Level 2). The fair value of financial derivatives is set forth below in Note ~~18.~~

~~18.~~

~~FINANCIAL DERIVATIVES AND HEDGING ACTIVITIES~~

22 – “Financial Derivatives and Hedging Activities.”

22. FINANCIAL DERIVATIVES AND HEDGING ACTIVITIES

As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge foreign currency risks associated with forecasted transactions – “cash flow hedges”; or ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency ~~hedges."~~

hedges”; or iii) convert variable interest rate debt to fixed rates.

Derivatives Designated as Hedging Instruments - Cash Flow Hedges We use currency forward contracts as cash flow hedges to manage our exposure to fluctuations in the currency exchange rates on certain forecasted production ~~costs or capital expenditures expected to be incurred over a maximum of eighteen months.~~costs. Currency forward contracts involve fixing the ~~EUR-USD~~ exchange ~~rate or USD-CAD~~ for delivery of a specified amount of foreign currency on a specified date.

As of December 31, 2023, the maturity of currency forward contracts ranged from one month to 15 months.

We designate certain currency forward contracts as cash flow hedges of forecasted raw material purchases, certain production costs or capital expenditures with exposure to changes in foreign currency exchange rates. ~~The effective portion of changes~~Changes in the fair value of derivatives designated and that qualify as cash flow hedges of foreign exchange risk is deferred as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. With respect to hedges of forecasted raw material purchases or production costs, the amount deferred is subsequently reclassified into costs


GLATFELTER 2023 FORM 10-K			63

of products sold in the period that, inventory produced using the hedged transaction, affects earnings. For hedged capital expenditures, deferred gains

~~GLATFELTER 2017 FORM 10-K~~

or losses are reclassified and included in the historical cost of the capital asset and subsequently affect earnings as depreciation is recognized. The ineffective portion of the change in fair value of the derivative is recognized directly to earnings and reflected in the accompanying consolidated statements of income as non-operating income (expense) under the caption “Other-net.”

We had the following outstanding derivatives that were used to hedge foreign exchange risks associated with forecasted transactions and designated as hedging instruments:

	December 31
	December 31,						December 31,
In thousands		2017	2016	In thousands	2023	2022
Derivative
Sell/Buy - sell notional
Philippine Peso / British Pound		19,047	—
Sell/Buy - sell notional
Sell/Buy - sell notional
Euro / British Pound		13,586	10,373
Euro / U.S. Dollar		1,048	—
Euro / British Pound
Euro / British Pound
Philippine Peso / Euro
U.S. Dollar / British Pound
U.S. Dollar / Euro		946	—


Sell/Buy - buy notional

Sell/Buy - buy notional

Sell/Buy - buy notional
Euro / Philippine Peso
Euro / Philippine Peso
Euro / Philippine Peso		890,096	699,279
British Pound / Philippine Peso		797,496	557,025
Euro / U.S. Dollar		60,519	43,951
U.S. Dollar / Canadian Dollar		32,265	35,290
British Pound / Euro		335	—
U.S. Dollar / Euro		4,253	15,379
British Pound / U.S. Dollar

On June 15, 2022, we terminated a €180 million notional value floating-to-fixed interest rate swap agreement with certain financial institutions that was entered into in October 2019 and was to mature in December 2022. During the life of ~~eighteen months~~the swap, we paid a fixed interest rate of the applicable margin plus 0.0395% on €180 million of the underlying variable rate term loan. We received the greater of 0.00% or ~~less.~~

EURIBOR. At termination, we recognized a deferred gain of $0.4 million that was amortized into interest expense through December 2022.

Derivatives Designated as Hedging Instruments – Net Investment HedgeThe €220 million Term Loan discussed in Note 20 – “Long-Term Debt” is designated as a net investment hedge of our Euro functional currency foreign subsidiaries. During 2023, we recognized a pre-tax loss of $3.7 million and in 2022 a pre-tax gain of $10.8 million on the remeasurement of the term loan from changes in currency exchange rates. Such amounts are recorded as a component of Other Comprehensive Income (Loss).

On September 6, 2022, we terminated a $150.0 million cross currency swap agreement with certain financial institutions that was entered into in March 2022 and was to mature in May 2025. Pursuant to the terms of the swap, we had agreed to receive 4.750% interest denominated in U.S. dollars and we agreed to pay 3.06% interest denominated in euros. We designated the cross-currency swap as a hedge of our net investment in certain euro functional currency subsidiaries. We collected cash proceeds of approximately $15.2 million upon termination. The gain associated with the swap remains in accumulated other comprehensive loss.

Derivatives Not Designated as Hedging Instruments - Foreign Currency Hedges We also enter into forward foreign exchange contracts to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities. None of these contracts are designated as hedges for financial accounting purposes and, accordingly, changes in value of the foreign exchange forward contracts and in the offsetting underlying on-balance-sheet transactions are reflected in the accompanying consolidated statements of income (loss) under the caption “Other, net.”

December 31

In thousands

2017

2016

Derivative

Sell/Buy - sell notional

U.S. Dollar / Euro

—

—

U.S. Dollar / British Pound

17,500

10,500

Euro / British Pound

—

—

British Pound / Euro

1,000

2,500

Sell/Buy - buy notional

Euro / U.S. Dollar

4,500

3,500

British Pound / Euro

13,000

18,500

The following sets forth derivatives used to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities:


	December 31,
In thousands	2023	2022
Derivative
Sell/Buy - sell notional
U.S. Dollar / British Pound	22,800	28,600

British Pound / Euro	3,500	2,800
U.S. Dollar / Swiss Franc	13,620	—
British Pound / Swiss Franc	2,240	2,535
Euro / Swiss Franc	4,940	—
Euro / U.S. Dollar	11,000	9,630
U.S Dollar / Philipine Peso	6,700	—

Sell/Buy - buy notional
Euro / U.S. Dollar	10,200	2,900
British Pound / Euro	6,470	15,950
Swiss Franc / Euro	—	2,250
Swiss Franc / U.S. Dollar	—	930
Chinese Yuan / U.S. Dollar	—	4,400
U.S. Dollar / Canadian Dollar	1,120	—

These contracts have maturities of one month from the date originally entered into.

The following table summarizes the fair values of derivative instruments as of December 31 for the year indicated and the line items in the accompanying

consolidated balance sheets where the instruments are recorded:

December 31

December 31

In thousands

2017

2016

2017

2016

Prepaid Expenses
and Other

Other Current

Balance sheet caption
Current Assets

Liabilities

Designated as
   hedging:

Forward foreign
   currency exchange
   contracts
$
1,066

$
2,625

$
4,787

$
1,493

Not designated as
   hedging:

Forward foreign
   currency exchange
   contracts
$
151

$
60

$
43

$
104


	December 31,				December 31,
In thousands	2023		2022		2023		2022
Balance sheet caption	Prepaid Expenses and Other Current Assets				Other Current Liabilities
Designated as hedging:
Forward foreign currency exchange contracts	$	851	$	1,795	$	1,653	$	2,368
Interest rate swap	—		—		—		—
Not designated as hedging:
Forward foreign currency exchange contracts	937		797		155		317

The amounts set forth in the table above represent the net asset or liability giving effect to rights of offset with each counterparty.

The following table summarizes the amount of income or loss from derivative instruments recognized in our results of operations for the periods indicated and the line items in the accompanying consolidated statements of income (loss) where the results are recorded:

Year ended December 31

In thousands

2017

2016

2015

Designated as
   hedging:

Forward foreign
   currency exchange
   contracts:

Effective portion –
   cost of products
   sold

$
532

$
(551
)

$
5,752

Ineffective portion –
   other – net

182

(166
)

(152
)
Not designated as
   hedging:

Forward foreign
   currency exchange
   contracts:

Other – net

$
882

$
806

$
599


	Year ended December 31,
In thousands	2023		2022		2021
Designated as hedging:
Forward foreign currency exchange contracts:
Cost of products sold	$	(1,785)	$	(7,896)	$	(382)
Interest expense	—		(335)		85
Not designated as hedging:
Forward foreign currency exchange contracts:
Other – net	(1,378)		1,240		2,666

The impact of activity not designated as hedging was substantially all offset by the remeasurement of the underlying on-balance sheet item.


GLATFELTER 2023 FORM 10-K			65

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described in Note 2.

2 – “Accounting Policies.”

The fair values of the foreign exchange forward contracts are considered to be Level 2. ~~Foreign currency forward~~These contracts are valued using foreign currency forward and interest rate curves. The fair value of each contract is determined by comparing the contract rate to the forward rate and discounting to present value. Contracts in a gain position are recorded in the

accompanying consolidated balance sheets under the caption “Prepaid expenses and other current assets” and the value of contracts in a loss position is recorded under the caption “Other current liabilities.”

A rollforward of fair value amounts recorded as a component of accumulated other comprehensive income is as follows:


In thousands	2017			2016			In thousands	2023	2022
Balance at January 1,	$	1,882		$	(178	)
Deferred (losses) gains on cash flow hedges		(6,990	)		1,509
Deferred gains on cash flow hedges
Reclassified to earnings		(532	)		551
Balance at December 31,	$	(5,640	)	$	1,882

We expect substantially all of the amounts recorded as a component of accumulated other comprehensive income will be realized in results of operations within the next twelve to eighteen months and the amount ultimately recognized will vary depending on actual market rates.

Credit risk related to derivative activity arises in the event a counterparty fails to meet its obligations to us. This exposure is generally limited to the amounts, if any, by which the counterparty’s obligations exceed our obligation to them. Our policy is to enter into contracts only with financial institutions which meet certain minimum credit ratings.

~~19.~~

~~SHAREHOLDERS’ EQUITY~~

23. SHAREHOLDERS’ EQUITY

The following table summarizes outstanding shares of common stock:

Year ended December 31

In thousands
2017

2016

2015

Shares outstanding at
   beginning of year

43,550

43,420

43,054

Treasury shares issued
   for:

Restricted stock awards

28

108

206

401(k) plan

—

—

134

Employee stock options
   exercised

36

22

26

Shares outstanding at end
   of year

43,614

43,550

43,420


	Year ended December 31,
In thousands	2023	2022	2021
Shares outstanding at beginning of year	44,794	44,549	44,368
Treasury shares issued for:
Restricted stock awards and performance share awards	293	245	181

Shares outstanding at end of year	45,087	44,794	44,549

24. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Contractual Commitments The following table summarizes the minimum annual payments due on ~~noncancelable~~noncancellable operating leases and other similar contractual obligations having initial or remaining terms in excess of one year:

In thousands

Leases

Other

2018

$
12,683

$
115,710

2019

5,926

31,415

2020

4,393

18,674

2021

3,276

1,705

2022

2,932

4

Thereafter

8,431

1

In thousands Leases Other
2024 $ 5,671 $ 14,446
2025 4,693 —
2026 2,775 —
2027 2,295 —
2028 1,694 —
Thereafter 18,542 —

Other contractual obligations primarily represent ~~minimum~~unconditional purchase ~~commitments~~obligations under energy supply ~~contracts and other purchase obligations.~~

contracts. At December 31, ~~2017,~~2023, required minimum annual payments due under operating leases and other similar contractual obligations aggregated ~~$37.6~~$35.7 million and ~~$167.5~~$14.4 million, respectively.

Fox River - Neenah, Wisconsin

~~Background.~~

Background We have ~~significant uncertainties~~previously reported that we face liabilities associated with environmental claims arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River, on which our former Neenah facility was located, and in the Bay of Green Bay, Wisconsin (collectively, the “Site”). Since the early 1990s, the United States, the State of Wisconsin and two Indian tribes (collectively, the “Governments”) have pursued a cleanup of a 39-mile

stretch of river from Little Lake Butte des Morts into Green Bay and natural resource damages (“NRDs”).

The Site has been subject to certain studies, demonstration projects and interim cleanups. The permanent cleanup, known as a “remedial action” under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), consists of sediment dredging, installation of engineered caps and placement of sand covers in various areas in the bed of the river.

The United States originally notified several entities that they were potentially responsible parties (“PRPs”); however, after giving effect to settlements reached with the Governments, the remaining PRPs exposed to continuing obligations to implement the remainder of the cleanup consist of us, ~~Georgia Pacific~~Georgia-Pacific Consumer Products, L.P. (“~~Georgia Pacific”~~Georgia-Pacific”) and NCR ~~Corporation (“NCR”).~~

Corporation. The United States Environmental Protection Agency (“EPA”) has divided the Site into five “operable units,” including the most upstream portion of the Site on which our facility was located (“OU1”) and four downstream reaches of the river and bay (“OU2-5”).

Over the past several years, we and ~~WTM I Company, one of the~~certain other PRPs ~~implemented the~~completed all remedial ~~action in OU1 under a~~actions pursuant to applicable consent ~~decree with the Governments; Menasha Corporation made a financial contribution to that work. That project began in 2004 and the work is complete, other than on-going monitoring and maintenance.~~

~~For OU2-5, work has proceeded primarily under~~decrees or a Unilateral Administrative ~~Order (“UAO”) issued in November 2007 by the EPA to us and seven other respondents. The majority of that work to date has been funded or conducted by parties other than us. Prior to the UAO~~Order. In January 2019, we ~~contributed to a project in that area. Since the issuance of the UAO we have conducted about $13.4~~

~~GLATFELTER 2017 FORM 10-K~~

~~million of cleanup work under the UAO in 2015 and 2016. The cleanup is expected to continue through 2019. However, as discussed below, under a consent decree between~~reached an agreement with the United States, the State of Wisconsin, ~~NCR~~ and ~~Appvion~~Georgia-Pacific to resolve all remaining claims among those parties. Under the Glatfelter consent decree, we are ~~not~~primarily responsible for ~~any additional cleanup at the Site.~~

~~Litigation and Settlement~~. In 2008, in an allocation action, NCR and Appvion sued us and many other defendants in an effort to allocate among the liable parties the costs of cleaning up this Site and compensating the Governments for their costs and the natural resource trustees for NRDs. This case has been called the “Whiting litigation.” After several summary judgment rulings and a trial, the trial court entered judgment in the Whiting Litigation allocating to NCR 100% of the costs of (a) the OU2-5 cleanup, (b) NRDs, (c) past and future costs incurred by the Governments in OU2-5, and (d) past and future costs incurred by any of the other parties net of an appropriate equitable adjustment for insurance recoveries.

On appeal, the United States Court of Appeals for the Seventh Circuit affirmed the district court’s ruling, holding that if knowledge and fault were the only equitable factors governing allocation of costs and NRDs at the Site, NCR would owe 100% of all costs and damages in OU2-5, but would not have a share of costs in OU1 -- which is upstream of the outfall of the facilities for which NCR is responsible -- solely as an “arranger for disposal” of PCB-containing waste paper by recycling it at our mill. However, the court of appeals vacated the judgment and remanded the case for the district court’s further consideration of whether any other equitable factors might cause the district court to alter its allocation to something less than 100% to NCR.

In 2010, in an enforcement action, the Governments sued us and other defendants for (a) an injunction to require implementation of the cleanup ordered by the 2007 UAO, (b) recovery of the Governments’ past and future costs of response, (c) recovery of NRDs, and (d) recovery of a declaration of liability for the Site. After appeals, the Governments did not obtain an injunction and they withdrew their claims for NRDs. The Governments obtained a declaration of our liability to comply with the 2007 UAO. The Governments’ costs claims remained pending.

On January 17, 2017, the United States filed a consent decree with the federal district court among the United States, Wisconsin, NCR, and Appvion (the “NCR/Appvion consent decree”) under which NCR would agree to complete the remaining cleanup and both NCR and Appvion would agree not to seek to recover from us or anyone else any amounts they have spent or will spend, and we and others would be barred from seeking claims against NCR or Appvion. On March 29, 2017, the United States moved for entry of a somewhat revised version of the NCR/Appvion consent decree, which the federal district court entered on August 23, 2017. Under the consent decree, if it were to withstand appeal, we would only face exposure to: (i) government past oversight costs, (ii) government future oversight costs, (iii) long term monitoring and maintenance, and (iv) depending on the reason, a further remedy if necessary in the event the currently ordered remedy fails, over 30 or more years, to achieve its objectives. As the result of earlier settlements, Georgia Pacific is only jointly liable with us to the Governments for monitoring and maintenance costs incurred in the most downstream three miles of the river (“OU4b”) and the bay of Green Bay (“OU5”).

In addition, we and Georgia Pacific had claims against each other to reallocate the costs that we have each incurred or will incur. We have settled those claims. Under this settlement, Georgia Pacific has agreed to implement thelong-term monitoring and maintenance in ~~OU4b~~OU2-OU4a and ~~OU5 and~~for reimbursement of government oversight costs paid after October 2018. Finally, we ~~would be~~remain responsible for our obligation to continue long-term monitoring and maintenance ~~of all other upstream Operable Units. We paid Georgia Pacific $9.5 million in August 2017.~~

~~The NCR/Appvion~~under our OU1 consent decree and our settlement with Georgia Pacific resulted in all claims among the responsible parties being barred, waived, or withdrawn. Accordingly, on October 10, 2017, the federal district court approved a stipulation dismissing alldecree.

Cost estimates Our remaining claims in the Whiting litigation. Therefore, unless certain limited circumstances occur permitting reassertion of claims, we are not subject to claims for reallocation of costs or damages incurred by any of the other parties and we cannot seek contribution or reallocation from them.

On October 20, 2017, we appealed the district court’s approval of the NCR/Appvion consent decree. We contend that the court did not do what was required to properly conclude that the NCR/Appvion consent decree was substantially fair to us. We contend that the consent decree was unfair to us because the costs we have already incurred and the costs that we would have to incur were the NCR/Appvion consent decree to remain in effect would exceed our fair share of costs for this site. If we prevail on appeal, the circumstances that caused us to prevail would lead us to anticipate that, while all costs would again be subject to reallocation, that reallocation to be in our favor.

~~Cost estimates.~~ The NCR/Appvion consent decree, as revised, states that all parties combined have spent more than $1 billion through March 2017 towards remedial actions and NRDs, of which we have contributed approximately $75 million. In addition, work to complete the remaining site remedy under the UAO was anticipated to cost approximately $200 million at the beginning of the 2017 remediation season. So long as the NCR/Appvion consent decree remains in effect, we are not exposed to reallocation of any of those amounts, and no other party will be exposed to reallocation of any of the amounts that we have incurred or may incur in the future.

So long as the NCR/Appvion consent decree remains in effect, we (and not NCR) would remain responsible for the Governments’ unreimbursed past costs. Many parties have entered into settlements with the Governments over time, including us, that have called for payments of cash or in-kind provision of natural resource restoration projects. Certain amounts were allocated to the United States and the State to reimburse their costs, and other amounts were allocated to the Natural Resource Damages Assessment and Restoration (“NRDAR”) Fund to pay for natural resource damages assessment, if any, and restoration projects. The Governments may not recover costs from us that anyone has reimbursed previously. As of the end of 2015, the United States claimed to have

incurred about $34 million in unreimbursed costs, an amount that we dispute. The State had no unreimbursed costs, and had on hand approximately $4 million of unspent settlement money. Further, the NRDAR Fund had received what the Governments claim to have been approximately $104 million in settlement payments, of which more than $60 million remained unspent. On February 5, 2018, the district court decided that the Governments’ recovery of costs would be reduced by the funds held by the State at the end of 2015 and by any amount by which the Governments had applied settlement payments to natural resource damages in excess of the actual amount of natural resource damages. We contend that the natural resource restoration projects already constructed fully compensate the public for any natural resource damages, and therefore that the entire unspent balance in the NRDAR Fund remains as an off-set, an amount likely to exceed all of the Governments’ past and future costs of response. The Governments disagree. No date has yet been set for trial of the issue.

~~So long as the NCR/Appvion consent decree remains in effect, we would also remain subject to our~~ obligations under the OU1 consent decree ~~which now~~ consist of ~~long term~~long-term monitoring and maintenance. Furthermore, we are primarily responsible for long-term monitoring and maintenance that we expect earlier contributions to the OU1 escrow account to fund these costs. Furthermore, we, along with Georgia Pacific, but not NCR, would be responsible for long term monitoring and maintenance required pursuant to the Lower Fox River 100% Remedial Design Report dated December 2009 – Long Term Monitoring Plan (the “Plan”). The Plan requires long term monitoring of each of OU2 through OU5in OU2-OU4a over a period of at least 30 years. The monitoring activities consist of, among others, testing fish tissue, sampling water quality and sediment, and inspections of the engineered caps. ~~Each operable unit is required to be monitored; however, because~~In 2018, we entered into a fixed-price, 30-year agreement with a third party for the performance of all of our ~~settlement~~monitoring and maintenance obligations in OU1 through OU4a with ~~Georgia Pacific,~~limited exceptions, such as, for extraordinary amounts of cap maintenance or replacement. Our obligation under this agreement is included in our ~~obligations~~total reserve for the Site. We are obligated to make the regular payments under that fixed-price contract until the remaining amount due is less than the OU1 escrow account balance. We are permitted to pay for this contract using the remaining balance of the escrow account established by us and WTM I Company (“WTM I”) another PRP, under the OU1 consent decree during any period that the balance in ~~OU1-OU4a. Although~~the escrow account exceeds the amount due under our fixed-price contract. As of December 31, 2023, the escrow account balance, which is included in the consolidated balance sheet under the caption “Other assets” totaled $9.0 million which is less than amounts due under the fixed-price contract by approximately $0.9 million. Our obligation to pay this difference is secured by a letter of credit.

Under the consent decree, we are ~~unable to determine with certainty~~responsible for reimbursement of government oversight costs paid from October 2018 and later over approximately the ~~timing of cash expenditures for the above matters, they are reasonably likely to extend over a period of at least~~next 30 years.

Reserves for the ~~Site.~~ Site Our reserve for ~~all remaining claims against us relating to PCB contamination~~past and future government oversight costs and long-term monitoring is set forth below:

		Year ended December 31
	Year ended December 31,										Year ended December 31,
In thousands			2017			2016		In thousands	2023	2022
Balance at January 1,		$	52,788		$	17,105
Payments			(9,644	)		(4,317	)
Accruals			-			40,000
Accretion
Balance at December 31,		$	43,144		$	52,788

The payments set forth above represent ~~cash paid towards completion of remediation activities in connection with~~payments for government oversight costs for amounts due under the ~~2016~~long-term monitoring and ~~2015 Work Plans, the Georgia-Pacific settlement and ongoing monitoring activities.~~maintenance agreement. Of our total reserve for the Fox River, ~~$28.5~~$2.0 million is recorded in the accompanying December 31,

~~GLATFELTER 2017 FORM 10-K~~

~~2017~~ 2023, consolidated balance sheet under the caption “Environmental liabilities” and the remaining ~~$14.6~~$11.7 million is recorded under the caption “Other ~~long term~~long-term liabilities.”

Range of Reasonably Possible Outcomes. Based on our analysis of all available information, including but not limited to decisions of the courts, official documents such as records of decision, discussions with legal counsel, cost estimates for future monitoring and maintenance and other post-remediation costs to be performed at the Site, we do not believe ~~it is reasonably possible~~ that our costs associated with the Fox River matter could exceed the aggregate amounts accrued by ~~amounts ranging from insignificant to approximately $30 million. We believe~~a material amount.

On February 9, 2024, the ~~likelihood~~Wisconsin Department of ~~an outcome in the upper end~~Natural Resources (“WDNR”) confirmed final completion of remediation activities for OU1 and OU2-5 of the ~~monetary range is less than other possible outcomes within the range~~lower Fox River and ~~the possibility~~Bay of ~~an outcome in excess of the upper end of the monetary range is remote.~~

Green Bay. However, as indicated above, we are still responsible for continuing obligations to include government oversight costs and long-term monitoring.

~~Summary~~. Our current assessment is we will be able to manage this environmental matter without a long-term, material adverse impact on the Company. This matter could, however, at any particular time or for any particular year or years, have a material adverse effect on our consolidated financial position, liquidity and/or results of operations or could result in a default under our debt covenants. Moreover, there can be no assurance our reserves will be adequate to provide for future obligations related to this matter, or our share of costs and/or damages will not exceed our available resources, or those obligations will not have a material adverse effect on our consolidated financial position, liquidity and results of operations and might result in a default under our loan covenants.

~~21.~~
GLATFELTER 2023 FORM 10-K			~~SEGMENT AND GEOGRAPHIC INFORMATION~~ 67

25. SEGMENT AND GEOGRAPHIC INFORMATION

The following ~~tables set~~table sets forth net sales, profitability and other information by ~~business unit:~~

segment:

For the year ended December 31, 2017
Composite

Advanced
Airlaid

Specialty

Other and

In millions
Fibers

Materials

Papers

Unallocated

Total

Net sales
$
544.3

$
256.1

$
790.9

$
—

$
1,591.3

Energy and related sales, net

—

—

5.1

—

5.1

Total revenue

544.3

256.1

796.0

—

1,596.4

Cost of products sold

437.6

216.7

734.2

15.4

1,403.9

Gross profit

106.7

39.4

61.8

(15.4
)

192.5

SG&A

44.4

9.3

46.4

34.3

134.4

Loss on dispositions of plant, equipment
and timberlands, net

—

—

—

��

—

Total operating income (loss)

62.3

30.1

15.4

(49.7
)

58.1

Non-operating expense

—

—

—

(18.8
)

(18.8
)
Income (loss) before income taxes
$
62.3

$
30.1

$
15.4

$
(68.5
)

$
39.3

Supplementary Data

Plant, equipment and timberlands, net
$
254.0

$
235.6

$
360.5

$
15.6

$
865.7

Depreciation, depletion and amortization

28.3

9.6

30.8

7.3

76.0

Capital expenditures

15.9

50.6

51.5

14.3

132.3


	Year ended December 31,
In thousands, except per share	2023		2022		2021

Net Sales
Airlaid Material	$	586,480	$	601,514	$	470,250
Composite Fibers	483,517		523,863		556,807
Spunlace	317,916		365,949		57,637
Inter-segment sales elimination	(2,397)		—		—
Total	$	1,385,516	$	1,491,326	$	1,084,694

Operating income (loss)
Airlaid Material	$	43,207	$	54,809	$	42,244
Composite Fibers	21,347		16,923		37,422
Spunlace	(2,068)		(9,289)		(1,338)
Other and unallocated	(59,774)		(226,394)		(49,714)
Total	$	2,712	$	(163,951)	$	28,614

Depreciation and amortization
Airlaid Material	$	30,464	$	30,114	$	28,101
Composite Fibers	15,665		19,632		27,690
Spunlace	13,245		11,850		1,693
Other and unallocated	3,873		5,128		3,937
Total	$	63,247	$	66,724	$	61,421

Capital expenditures
Airlaid Material	$	9,885	$	9,691	$	8,431
Composite Fibers	12,286		15,730		11,912
Spunlace	9,047		6,689		3,810
Other and unallocated	2,552		5,630		5,884
Total	$	33,770	$	37,740	$	30,037

Tons shipped (metric)
Airlaid Material	156,442		164,844		148,134
Composite Fibers	94,742		103,092		132,196
Spunlace	61,618		72,725		12,514
Inter-segment sales elimination	(1,258)		—		—
Total	311,544		340,661		292,844

Plant, equipment and timberlands, net
Airlaid Material	$	335,456	$	347,142	$	371,324
Composite Fibers	146,022		145,959		202,445
Spunlace	160,294		159,648		161,478
Other and unallocated	21,144		23,062		23,565
Total	$	662,916	$	675,811	$	758,812

For the year ended December 31, 2016
Composite

Advanced
Airlaid

Specialty

Other and

In millions
Fibers

Materials

Papers

Unallocated

Total

Net sales
$
517.0

$
244.3

$
843.6

$
—

$
1,604.8

Energy and related sales, net

—

—

6.1

—

6.1

Total revenue

517.0

244.3

849.7

—

1,610.9

Cost of products sold

416.4

209.5

752.6

13.9

1,392.3

Gross profit

100.6

34.8

97.1

(13.9
)

218.7

SG&A

46.3

8.4

55.9

80.1

190.7

Gains on dispositions of plant, equipment
and timberlands, net

—

—

—

0.2

0.2

Total operating income (loss)

54.3

26.4

41.2

(94.2
)

27.8

Non-operating expense

—

—

—

(16.9
)

(16.9
)
Income (loss) before income taxes
$
54.3

$
26.4

$
41.2

$
(111.1
)

$
10.9

Supplementary Data

Plant, equipment and timberlands, net
$
235.1

$
179.3

$
352.9

$
8.6

$
775.9

Depreciation, depletion and amortization

27.8

9.0

26.3

2.7

65.8

Capital expenditures

18.8

36.8

99.0

5.6

160.2

For the year ended December 31, 2015
Composite

Advanced
Airlaid

Specialty

Other and

In millions
Fibers

Materials

Papers

Unallocated

Total

Net sales
$
541.5

$
244.6

$
875.0

$
—

$
1,661.1

Energy and related sales, net

—

—

5.7

—

5.7

Total revenue

541.5

244.6

880.7

—

1,666.8

Cost of products sold

434.4

215.7

804.5

9.2

1,463.8

Gross profit

107.1

28.9

��

76.2

(9.2
)

203.0

SG&A

45.7

7.6

43.3

31.0

127.7

Gains on dispositions of plant, equipment
and timberlands, net

—

—

—

(21.1
)

(21.1
)
Total operating income (loss)

61.4

21.3

32.9

(19.1
)

96.4

Non-operating expense

—

—

—

(17.8
)

(17.8
)
Income (loss) before income taxes
$
61.4

$
21.3

$
32.9

$
(36.9
)

$
78.6

Supplementary Data

Plant, equipment and timberlands, net
$
258.1

$
153.5

$
282.0

$
5.7

$
698.9

Depreciation, depletion and amortization

26.2

8.8

26.0

2.2

63.2

Capital expenditures

26.8

7.8

63.5

1.8

99.9

~~The sum of individual amounts set forth above may not agree to the consolidated financial statements included herein due to rounding.~~

~~GLATFELTER 2017 FORM 10-K~~

Results of individual ~~business units~~operating segments are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual ~~business units~~segments are not necessarily comparable with similar information for any other company. The management accounting

process uses assumptions and allocations to measure performance of the ~~business units.~~operating segments. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the ~~business unit~~operating segments are allocated primarily based on an estimated utilization of support area services.

Management evaluates results of operations of the ~~business units~~operating segments before pension expense, certain corporate level costs, and the effects of certain gains or losses not considered to be related to the core business operations. Management believes that this is a more meaningful representation of the operating performance of its core businesses, the profitability of ~~business units~~segments and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” In the evaluation of ~~business unit~~operating segment results, management does not use any measures of total assets. This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors.

Our Airlaid Materials segment is a leading global supplier of highly absorbent cellulose-based airlaid nonwoven materials used in the following categories:

•Feminine hygiene and other hygiene applications;

•Specialty wipes;

•Tabletop;

•Adult incontinence;

•Home care;

•Food pads; and

•Other consumer and industrial products.

The Composite Fibers ~~business unit~~segment serves customers globally and focuses on higher value-added products in the following ~~markets:~~

categories:

•Food & ~~Beverage~~ ~~filtration paper primarily used~~beverage;

•Technical specialties;

•Wallcovering;

•Composite laminates; and

•Metallized products.

The Spunlace segment is a global leading specialist manufacturer of premium quality spunlace nonwovens for ~~single-serve coffee~~critical cleaning, high-performance materials, personal care, hygiene and ~~tea products;~~

medical applications. The categories served by Spunlace include:

~~Wallcovering~~ ~~base materials used~~•Consumer wipes;

•Critical cleaning;

•Health care;

•Hygiene;

•High performance; and

•Beauty care.

Disaggregated net sales by ~~the world’s largest wallpaper manufacturers;~~

~~Technical Specialties~~ ~~a diverse line of special paper products used in applications such as electrical energy storage, transport~~categories and ~~transmission, wipes, and other highly-engineered fiber-based applications;~~

~~Composite Laminate~~ ~~paper used in production of decorative laminates, furniture, and flooring applications; and~~

~~Metallized~~ ~~products used in labels, packaging liners, gift wrap, and other consumer product applications.~~

~~Composite Fibers’ revenue composition by market consisted of the following~~geographic region for the ~~years indicated:~~

In thousands
2017

2016

2015

Food & beverage
$
268,474

$
258,463

$
274,865

Wallcovering

103,011

90,767

91,620

Technical specialties and
other

76,991

71,558

71,689

Composite laminates

38,696

35,107

34,897

Metallized

57,088

61,059

68,397

Total
$
544,260

$
516,954

$
541,468

~~The Advanced Airlaid Materials business unit~~segments is ~~a leading global supplier of highly absorbent cellulose-based airlaid nonwoven materials primarily used to manufacture consumer products for growing global end-user markets. These products include:~~

~~feminine hygiene;~~

presented in Item 8 Financial Statements and Supplementary Data, Note 8 – “Revenue.”

~~specialty wipes;~~

~~adult incontinence;~~

~~home care;~~In 2023, 2022 and

~~other consumer products.~~

~~Advanced Airlaid Materials’ revenue composition by market consisted of the following for the years indicated:~~

~~Our Specialty Papers business unit focuses on producing papers for the following markets:~~

~~Carbonless & non-carbonless forms~~ ~~papers for credit card receipts, multi-part forms, security papers~~ 2021, approximately 16%, 15% and ~~other end-user applications;~~

~~Engineered products~~ ~~for high speed ink jet printing, office specialty products, greeting cards, and other niche specialty applications;~~

~~Envelope and converting~~ ~~papers primarily utilized for transactional and direct mail envelopes; and~~

~~Book publishing~~ ~~papers for the production of high quality hardbound books and other book publishing needs.~~

~~Specialty Papers’ revenue composition by market consisted of the following for the years indicated:~~

~~No individual customer accounted for more than 10%~~16%, respectively, of our consolidated net sales were from sales to Procter & Gamble Company, a customer in ~~2017, 2016~~the Airlaid Materials and ~~2015. However, one customer accounted for the majority~~

Spunlace segments.

~~of Advanced Airlaid Materials’ net sales in each of the past three years ended December 31, 2017.~~


GLATFELTER 2023 FORM 10-K			69

Our net sales to external customers and location of net plant, equipment and timberlands are summarized below. Net sales are attributed to countries based upon origin of shipment.


	2017				2016				2015					2023		2022		2021
In thousands	Net sales		Plant, Equipment and Timberlands – Net		Net sales		Plant, Equipment and Timberlands – Net		Net sales		Plant, Equipment and Timberlands – Net		In thousands	Net sales	Plant, Equipment and Timberlands – Net	Net sales	Plant, Equipment and Timberlands – Net	Net sales	Plant, Equipment and Timberlands – Net
United States	$	880,708	$	456,223	$	918,567	$	391,977	$	959,730	$	287,447
Germany		450,668		240,932		427,520		220,380		444,009		232,340
United Kingdom		76,594		55,495		78,759		51,903		86,442		62,931
Canada		120,434		78,220		115,902		79,727		118,568		81,201
Other		62,893		34,873		64,049		31,911		52,335		34,945
Total	$	1,591,297	$	865,743	$	1,604,797	$	775,898	$	1,661,084	$	698,864

~~22.~~

~~CONDENSED CONSOLIDATING FINANCIAL STATEMENTS~~

On February 6, 2024, we entered into certain definitive agreements with Berry Global Group, Inc. (“Berry”) for Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment including its Global Nonwovens and Films business (“HHNF”) with Glatfelter ~~Company~~ (the ~~“Parent”~~“Merger”) ~~are fully and unconditionally guaranteed, on a joint and several basis, by certain~~. The board of ~~our 100%-owned domestic subsidiaries, PHG Tea Leaves, Inc., Mollanvick, Inc., Glatfelter Composite Fibers N. A., Inc., Glatfelter Advance Materials N.A., Inc.,~~directors of both Berry and Glatfelter ~~Holdings, LLC.~~have unanimously approved the Merger. The ~~guarantees are~~Merger is expected to occur through a series of transactions, including a Reverse Morris Trust transaction such that HHNF will become a wholly owned subsidiary of Glatfelter. Upon completion of the Merger, Berry shareholders will hold 90% of the outstanding shares of Glatfelter and Glatfelter shareholders will continue to hold 10% of the outstanding shares of Glatfelter. The combined company’s Board of Directors will include 6 members chosen by Berry and 3 chosen from Glatfelter’s existing Board of Directors, with Curt Begle, the current president of the Health, Hygiene & Specialties Division of Berry becoming the Chief Executive Officer. The transaction is expected to close in the second half of 2024, subject to ~~certain~~Glatfelter shareholder approval and customary ~~release provisions including i)~~closing conditions and regulatory approvals. Prior to the ~~designation of such subsidiary as an unrestricted or excluded subsidiary; (ii) in connection with any sale or disposition~~completion of the ~~capital stock~~Merger, Glatfelter and HHNF will continue to operate as independent companies.

On February 6, 2024, our Board of Directors, following approval by the Compensation Committee, approved a cash retention program with respect to the Merger for our executive officers and other key employees. The total amount of cash retention bonuses to be paid is $6.0 million, half of which will be paid at closing of the ~~subsidiary guarantor; and (iii) upon our exercise of our legal defeasance option or our covenant defeasance option, all of which are more fully described in the Indenture dated as of October 3, 2012~~Merger and the ~~First Supplemental Indenture dated as of October 27, 2015, among us, the Guarantors and US Bank National Association, as Trustee, relating to the 5.375% Notes.~~

The following presents our condensed consolidating statements of income, including comprehensive income and cash flows for the years ended December 31, 2017, 2016 and 2015 and our condensed consolidating balance sheets as of December 31, 2017 and 2016.

~~Condensed Consolidating Statement of Income for the~~

~~year ended December 31, 2017~~

remainder six months after close.

In thousands
Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Net sales
$
790,933

$
89,787

$
798,603

$
(88,026
)

$
1,591,297

Energy and related sales, net

5,126

—

—

—

5,126

Total revenues

796,059

89,787

798,603

(88,026
)

1,596,423

Costs of products sold

747,736

85,196

659,007

(88,026
)

1,403,913

Gross profit

48,323

4,591

139,596

—

192,510

Selling, general and administrative

expenses

69,483

2,598

62,313

—

134,394

(Gain) loss on dispositions of plant

equipment and timberlands, net

223

(188
)

(9
)

—

26

Operating income (loss)

(21,383
)

2,181

77,292

—

58,090

Other non-operating

income (expense)

Interest expense

(20,394
)

(971
)

(1,801
)

5,394

(17,772
)

Interest income

599

4,947

85

(5,394
)

237

Equity in earnings of subsidiaries

18,864

60,871

—

(79,735
)

—

Other, net

2,241

(6,776
)

3,315

—

(1,220
)

Total other non-operating

income (expense)

1,310

58,071

1,599

(79,735
)

(18,755
)

Income (loss) before income taxes

(20,073
)

60,252

78,891

(79,735
)

39,335

Income tax provision (benefit)

(27,987
)

41,388

18,020

—

31,421

Net income

7,914

18,864

60,871

(79,735
)

7,914

Other comprehensive income

63,931

52,290

51,828

(104,118
)

63,931

Comprehensive income
$
71,845

$
71,154

$
112,699

$
(183,853
)

$
71,845

~~GLATFELTER 2017 FORM 10-K~~

In thousands
Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Net sales
$
843,582

$
75,000

$
755,860

$
(69,645
)

$
1,604,797

Energy and related sales, net

6,141

—

—

—

6,141

Total revenues

849,723

75,000

755,860

(69,645
)

1,610,938

Costs of products sold

763,109

70,991

627,880

(69,645
)

1,392,335

Gross profit

86,614

4,009

127,980

—

218,603

Selling, general and administrative

expenses

133,387

(156
)

57,463

—

190,694

Loss on dispositions of plant

equipment and timberlands, net

177

—

39

—

216

Operating income (loss)

(46,950
)

4,165

70,478

—

27,693

Other non-operating

income (expense)

Interest expense

(17,436
)

(41
)

(3,060
)

4,715

(15,822
)

Interest income

687

4,177

57

(4,715
)

206

Equity in earnings of subsidiaries

61,007

58,347

—

(119,354
)

—

Other, net

(2,312
)

(3,966
)

5,007

—

(1,271
)

Total other non-operating

income (expense)

41,946

58,517

2,004

(119,354
)

(16,887
)

Income (loss) before income taxes

(5,004
)

62,682

72,482

(119,354
)

10,806

Income tax provision (benefit)

(26,558
)

1,675

14,135

—

(10,748
)

Net income

21,554

61,007

58,347

(119,354
)

21,554

Other comprehensive loss

(14,120
)

(25,916
)

(25,176
)

51,092

(14,120
)

Comprehensive income
$
7,434

$
35,091

$
33,171

$
(68,262
)

$
7,434

~~Condensed Consolidating Statement of Income for the~~

~~year ended December 31, 2015~~

In thousands
Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Net sales
$
875,026

$
84,704

$
779,380

$
(78,026
)

$
1,661,084

Energy and related sales, net

5,664

—

—

—

5,664

Total revenues

880,690

84,704

779,380

(78,026
)

1,666,748

Costs of products sold

811,329

80,455

650,025

(78,026
)

1,463,783

Gross profit

69,361

4,249

129,355

—

202,965

Selling, general and administrative

   expenses

71,751

821

55,134

—

127,706

Gain on dispositions of plant

   equipment and timberlands, net

(19,720
)

(1,183
)

(210
)

—

(21,113
)

Operating income

17,330

4,611

74,431

—

96,372

Other non-operating

   income (expense)

Interest expense

(18,147
)

—

(36,859
)

37,542

(17,464
)

Interest income

673

37,127

26

(37,543
)

283

Equity in earnings of subsidiaries

61,946

24,737

—

(86,683
)

—

Other, net

(3,389
)

(1,471
)

4,245

—

(615
)

Total other non-operating

   income (expense)

41,083

60,393

(32,588
)

(86,684
)

(17,796
)

Income before income taxes

58,413

65,004

41,843

(86,684
)

78,576

Income tax provision (benefit)

(6,162
)

2,922

17,241

—

14,001

Net income

64,575

62,082

24,602

(86,684
)

64,575

Other comprehensive income (loss)

(35,616
)

(41,010
)

29,680

11,330

(35,616
)

Comprehensive income
$
28,959

$
21,072

$
54,282

$
(75,354
)

$
28,959

In thousands

Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Assets

Cash and cash equivalents

$
1,292

$
720

$
114,207

$
—

$
116,219

Other current assets

249,293

217,822

279,626

(277,989
)

468,752

Plant, equipment and timberlands, net

375,231

80,992

409,520

—

865,743

Investments in subsidiaries

829,895

653,128

—

(1,483,023
)

—

Other assets

139,552

—

140,529

—

280,081

Total assets

$
1,595,263

$
952,662

$
943,882

$
(1,761,012
)

$
1,730,795

Liabilities and Shareholders' Equity

Current liabilities

$
402,787

$
54,640

$
167,738

$
(277,989
)

$
347,176

Long-term debt

368,496

51,000

50,602

—

470,098

Deferred income taxes

14,081

16,814

52,676

—

83,571

Other long-term liabilities

100,971

313

19,738

—

121,022

Total liabilities

886,335

122,767

290,754

(277,989
)

1,021,867

Shareholders’ equity

708,928

829,895

653,128

(1,483,023
)

708,928

Total liabilities and shareholders’ equity

$
1,595,263

$
952,662

$
943,882

$
(1,761,012
)

$
1,730,795

In thousands

Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Assets

Cash and cash equivalents

$
5,082

$
1,461

$
48,901

$
—

$
55,444

Other current assets

206,002

256,289

242,187

(265,663
)

438,815

Plant, equipment and timberlands, net

360,521

31,455

383,922

—

775,898

Investments in subsidiaries

789,565

540,029

—

(1,329,594
)

—

Other assets

123,010

—

128,092

—

251,102

Total assets

$
1,484,180

$
829,234

$
803,102

$
(1,595,257
)

$
1,521,259

Liabilities and Shareholders' Equity

Current liabilities

$
426,628

$
26,085

$
135,961

$
(265,663
)

$
323,011

Long-term debt

283,686

14,000

65,961

—

363,647

Deferred income taxes

10,221

(729
)

45,503

—

54,995

Other long-term liabilities

109,819

313

15,648

—

125,780

Total liabilities

830,354

39,669

263,073

(265,663
)

867,433

Shareholders’ equity

653,826

789,565

540,029

(1,329,594
)

653,826

Total liabilities and shareholders’ equity

$
1,484,180

$
829,234

$
803,102

$
(1,595,257
)

$
1,521,259

~~Securities registered pursuant to Section 12(b) of the Act:~~

Title of Each Class	Trading Symbol(s)		Name of Each Exchange on which registered
Common Stock, par value $.01 per share		GLT		New York Stock Exchange

Short tons	2017		2016		2015
Composite Fibers		165,775		151,766		153,766
Advanced Airlaid Materials		102,110		99,037		95,957
Specialty Papers		764,437		794,318		802,188
Total		1,032,322		1,045,121		1,051,911

Quarter	High	Low	Dividend
2017
Fourth	$21.99	$18.54	$0.13
Third	20.72	16.53	0.13
Second	22.53	17.90	0.13
First	25.59	20.73	0.13
2016
Fourth	$25.49	$17.50	$0.125
Third	23.43	19.16	0.125
Second	23.81	18.50	0.125
First	20.94	14.09	0.125

Year ended December 31					Advanced Airlaid								Other and
Dollars in millions	Composite Fibers				Materials				Specialty Papers				Unallocated						Total
	2017		2016		2017		2016		2017		2016		2017			2016			2017			2016
Net sales	$	544.3	$	517.0	$	256.1	$	244.3	$	790.9	$	843.6	$	—		$	—		$	1,591.3		$	1,604.8
Energy and related sales, net		—	—			—	—			5.1		6.1		—			—			5.1			6.1
Total revenue		544.3		517.0		256.1		244.3		796.0		849.7		—			—			1,596.4			1,610.9
Cost of products sold		437.6		416.4		216.7		209.5		734.2		752.6		15.4			13.9			1,403.9			1,392.3
Gross profit (loss)		106.7		100.6		39.4		34.8		61.8		97.1		(15.4	)		(13.9	)		192.5			218.6
SG&A		44.4		46.3		9.3		8.4		46.4		55.9		34.3			80.1			134.4			190.7
(Gains) losses on dispositions of plant,
equipment and timberlands, net		—		—		—		—		—		—		—			0.2			—			0.2
Total operating income (loss)		62.3		54.3		30.1		26.4		15.4		41.2		(49.7	)		(94.2	)		58.1			27.7
Non-operating expense		—		—		—		—		—		—		(18.8	)		(16.9	)		(18.8	)		(16.9	)
Income (loss) before income taxes	$	62.3	$	54.3	$	30.1	$	26.4	$	15.4	$	41.2	$	(68.5	)	$	(111.1	)	$	39.3		$	10.8
Supplementary Data
Net tons sold (thousands)		165.8		151.8		102.1		99.0		764.4		794.3		—			—			1,032.3			1,045.1
Depreciation, depletion and amortization	$	28.3	$	27.8	$	9.6	$	9.0	$	30.8	$	26.3	$	7.3		$	2.7		$	76.0		$	65.8
Capital expenditures		15.9		18.8		50.6		36.8		51.5		99.0		14.3			5.6			132.3			160.2

In thousands	Year ended December 31, 2017
	Favorable (unfavorable)
Net sales		$	4,818
Costs of products sold			(2,782	)
SG&A expenses			(300	)
Income taxes and other			1,122
Net income		$	2,858

In thousands	Year ended December 31, 2016
	Favorable (unfavorable)
Net sales		$	(11,502	)
Costs of products sold			5,762
SG&A expenses			1,284
Income taxes and other			550
Net income		$	(3,906	)

	Year Ended December 31															December 31, 2017
Dollars in thousands	2018			2019			2020			2021			2022			Carrying Value		Fair Value
Long-term debt
Average principal outstanding
At fixed interest rates – Bond	$	250,000		$	250,000		$	218,750		$	—		$	—		$	250,000	$	253,823
At fixed interest rates – Term Loans		56,482			45,184			33,887			22,588			11,933			62,130		62,701
At variable interest rates		171,200			171,200			35,667			—			—			171,200		171,200
																$	483,330	$	487,724
Weighted-average interest rate
On fixed rate debt – Bond		5.375	%		5.375	%		5.375	%		—			—
On fixed rate debt – Term Loans		1.88	%		1.87	%		1.85	%		1.82	%		1.77	%
On variable rate debt		2.99	%		2.99	%		2.99	%		—			—

In thousands	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity
Balance at January 1, 2015	$	544	$	54,342		$	919,468		$	(154,870	)	$	(170,375	)	$	649,109
Net income							64,575									64,575
Other comprehensive loss										(35,616	)					(35,616	)
Comprehensive income																28,959
Tax effect on exercise of stock awards				843												843
Cash dividends declared ($0.48 per share)							(20,900	)								(20,900	)
Share-based compensation expense				4,403												4,403
Delivery of treasury shares
RSUs and PSAs				(5,078	)								3,102			(1,976	)
401 (k) plans				838									2,010			2,848
Employee stock options exercised — net				(436	)								397			(39	)
Balance at December 31, 2015		544		54,912			963,143			(190,486	)		(164,866	)		663,247

Net income							21,554									21,554
Other comprehensive loss										(14,120	)					(14,120	)
Comprehensive income																7,434
Tax effect on exercise of stock awards				58												58
Cash dividends declared ($0.50 per share)							(21,813	)								(21,813	)
Share-based compensation expense				5,889												5,889
Delivery of treasury shares
RSUs and PSAs				(2,375	)								1,624			(751	)
Employee stock options exercised — net				(567	)								329			(238	)
Balance at December 31, 2016		544		57,917			962,884			(204,606	)		(162,913	)		653,826

Previously unrecognized excess tax benefit on exercise of stock awards							317									317
Net income							7,914									7,914
Other comprehensive income										63,931						63,931
Comprehensive income																71,845
Cash dividends declared ($0.52 per share)							(22,704	)								(22,704	)
Share-based compensation expense				6,214												6,214
Delivery of treasury shares
RSUs and PSAs				(535	)								421			(114	)
Employee stock options exercised — net				(1,002	)								546			(456	)
Balance at December 31, 2017	$	544	$	62,594		$	948,411		$	(140,675	)	$	(161,946	)	$	708,928

In thousands	Currency translation adjustments			Unrealized gain (loss) on cash flow hedges			Change in pensions			Change in other postretirement defined benefit plans			Total

Balance at January 1, 2017	$	(100,448	)	$	1,500		$	(110,656	)	$	4,998		$	(204,606	)
Other comprehensive income before reclassifications (net of tax)		58,609			(5,182	)		2,981			(1,099	)		55,309
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			(410	)		9,380			(348	)		8,622
Net current period other comprehensive income (loss)		58,609			(5,592	)		12,361			(1,447	)		63,931
Balance at December 31, 2017	$	(41,839	)	$	(4,092	)	$	(98,295	)	$	3,551		$	(140,675	)

Balance at January 1, 2016	$	(73,041	)	$	(225	)	$	(120,714	)	$	3,494		$	(190,486	)
Other comprehensive income before reclassifications (net of tax)		(27,407	)		1,247			(4,334	)		2,086			(28,408	)
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			478			14,392			(582	)		14,288
Net current period other comprehensive income (loss)		(27,407	)		1,725			10,058			1,504			(14,120	)
Balance at December 31, 2016	$	(100,448	)	$	1,500		$	(110,656	)	$	4,998		$	(204,606	)

Balance at January 1, 2015	$	(34,224	)	$	2,356		$	(120,260	)	$	(2,742	)	$	(154,870	)
Other comprehensive income before reclassifications (net of tax)		(38,817	)		1,620			(12,995	)		6,266			(43,926	)
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			(4,201	)		12,541			(30	)		8,310
Net current period other comprehensive income (loss)		(38,817	)		(2,581	)		(454	)		6,236			(35,616	)
Balance at December 31, 2015	$	(73,041	)	$	(225	)	$	(120,714	)	$	3,494		$	(190,486	)

	2017			2016
Health care cost trend rate assumed for next year		6.20	%		6.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.50			4.50
Year that the rate reaches the ultimate rate	2037			2037

	One Percentage Point
In millions	Increase		Decrease
Effect on:
Post-retirement benefit obligation	$	3.9	$	(3.5	)
Total of service and interest cost components		0.3		(0.3	)

	Range
Domestic Equity		35	%	-		45	%
International equity	8			-	14
Real Estate Investment Trusts (REIT)	2			-	6
Fixed income, cash and cash equivalents	55			-	35

	December 31, 2016
In millions	Total		Level 1		Level 2		Level 3
Domestic Equity
Large cap	$	201.9	$	7.1	$	194.8	$	—
Small and mid cap		50.9		50.9		—		—
International equity		79.5		38.8		40.7		—
REIT		27.9		27.9		—		—
Fixed income		237.7		28.5		209.2		—
Cash and equivalents		12.8		—		12.8		—
Total	$	610.7	$	153.2	$	457.5	$	—

In thousands
Nonqualified pension plans	$	2,160
Other benefit plans		3,500

Amounts in thousands	Original Principal		Interest Rate			Maturity
Borrowing date
Apr. 11, 2013	€	42,700		2.05	%	Mar. 2023
Sep. 4, 2014		10,000		2.40	%	Jun. 2022
Oct. 10, 2015		2,608		1.55	%	Sep. 2025
Apr. 26, 2016		10,000		1.30	%	Jun. 2023
May 4, 2016		7,195		1.55	%	Sep. 2025

In thousands	Leases		Other
2018	$	12,683	$	115,710
2019		5,926		31,415
2020		4,393		18,674
2021		3,276		1,705
2022		2,932		4
Thereafter		8,431		1

For the year ended December 31, 2017	Composite		Advanced Airlaid		Specialty		Other and
In millions	Fibers		Materials		Papers		Unallocated			Total
Net sales	$	544.3	$	256.1	$	790.9	$	—		$	1,591.3
Energy and related sales, net		—		—		5.1		—			5.1
Total revenue		544.3		256.1		796.0		—			1,596.4
Cost of products sold		437.6		216.7		734.2		15.4			1,403.9
Gross profit		106.7		39.4		61.8		(15.4	)		192.5
SG&A		44.4		9.3		46.4		34.3			134.4
Loss on dispositions of plant, equipment and timberlands, net		—		—		—		��			—
Total operating income (loss)		62.3		30.1		15.4		(49.7	)		58.1
Non-operating expense		—		—		—		(18.8	)		(18.8	)
Income (loss) before income taxes	$	62.3	$	30.1	$	15.4	$	(68.5	)	$	39.3
Supplementary Data
Plant, equipment and timberlands, net	$	254.0	$	235.6	$	360.5	$	15.6		$	865.7
Depreciation, depletion and amortization		28.3		9.6		30.8		7.3			76.0
Capital expenditures		15.9		50.6		51.5		14.3			132.3

For the year ended December 31, 2016	Composite		Advanced Airlaid		Specialty		Other and
In millions	Fibers		Materials		Papers		Unallocated			Total
Net sales	$	517.0	$	244.3	$	843.6	$	—		$	1,604.8
Energy and related sales, net		—		—		6.1		—			6.1
Total revenue		517.0		244.3		849.7		—			1,610.9
Cost of products sold		416.4		209.5		752.6		13.9			1,392.3
Gross profit		100.6		34.8		97.1		(13.9	)		218.7
SG&A		46.3		8.4		55.9		80.1			190.7
Gains on dispositions of plant, equipment and timberlands, net		—		—		—		0.2			0.2
Total operating income (loss)		54.3		26.4		41.2		(94.2	)		27.8
Non-operating expense		—		—		—		(16.9	)		(16.9	)
Income (loss) before income taxes	$	54.3	$	26.4	$	41.2	$	(111.1	)	$	10.9
Supplementary Data
Plant, equipment and timberlands, net	$	235.1	$	179.3	$	352.9	$	8.6		$	775.9
Depreciation, depletion and amortization		27.8		9.0		26.3		2.7			65.8
Capital expenditures		18.8		36.8		99.0		5.6			160.2

For the year ended December 31, 2015	Composite		Advanced Airlaid			Specialty		Other and
In millions	Fibers		Materials			Papers		Unallocated			Total
Net sales	$	541.5	$	244.6		$	875.0	$	—		$	1,661.1
Energy and related sales, net		—		—			5.7		—			5.7
Total revenue		541.5		244.6			880.7		—			1,666.8
Cost of products sold		434.4		215.7			804.5		9.2			1,463.8
Gross profit		107.1		28.9	��		76.2		(9.2	)		203.0
SG&A		45.7		7.6			43.3		31.0			127.7
Gains on dispositions of plant, equipment and timberlands, net		—		—			—		(21.1	)		(21.1	)
Total operating income (loss)		61.4		21.3			32.9		(19.1	)		96.4
Non-operating expense		—		—			—		(17.8	)		(17.8	)
Income (loss) before income taxes	$	61.4	$	21.3		$	32.9	$	(36.9	)	$	78.6
Supplementary Data
Plant, equipment and timberlands, net	$	258.1	$	153.5		$	282.0	$	5.7		$	698.9
Depreciation, depletion and amortization		26.2		8.8			26.0		2.2			63.2
Capital expenditures		26.8		7.8			63.5		1.8			99.9

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	790,933		$	89,787		$	798,603		$	(88,026	)	$	1,591,297
Energy and related sales, net		5,126			—			—			—			5,126
Total revenues		796,059			89,787			798,603			(88,026	)		1,596,423
Costs of products sold		747,736			85,196			659,007			(88,026	)		1,403,913
Gross profit		48,323			4,591			139,596			—			192,510
Selling, general and administrative
expenses		69,483			2,598			62,313			—			134,394
(Gain) loss on dispositions of plant
equipment and timberlands, net		223			(188	)		(9	)		—			26
Operating income (loss)		(21,383	)		2,181			77,292			—			58,090
Other non-operating
income (expense)
Interest expense		(20,394	)		(971	)		(1,801	)		5,394			(17,772	)
Interest income		599			4,947			85			(5,394	)		237
Equity in earnings of subsidiaries		18,864			60,871			—			(79,735	)		—
Other, net		2,241			(6,776	)		3,315			—			(1,220	)
Total other non-operating
income (expense)		1,310			58,071			1,599			(79,735	)		(18,755	)
Income (loss) before income taxes		(20,073	)		60,252			78,891			(79,735	)		39,335
Income tax provision (benefit)		(27,987	)		41,388			18,020			—			31,421
Net income		7,914			18,864			60,871			(79,735	)		7,914
Other comprehensive income		63,931			52,290			51,828			(104,118	)		63,931
Comprehensive income	$	71,845		$	71,154		$	112,699		$	(183,853	)	$	71,845

															Earnings (loss)
In thousands,	Net sales				Gross profit				Net income (loss)						per share
except per share	2017		2016		2017		2016		2017			2016			2017			2016
First	$	390,713	$	402,218	$	56,929	$	57,843	$	11,603		$	16,168		$	0.26		$	0.37
Second		387,342		406,413		30,436		42,723		(5,714	)		1,965			(0.13	)		0.04
Third		413,325		405,301		54,735		61,170		12,105			19,601			0.27			0.44
Fourth		399,917		390,865		50,410		56,867		(10,080	)		(16,180	)		(0.23	)		(0.37	)

~~ITEM 11~~
GLATFELTER 2023 FORM 10-K			~~EXECUTIVE COMPENSATION~~ 71


Exhibit			Incorporated by Reference to
Number	Description of Documents	Exhibit	Filing

2.1	Share Purchase Agreement, dated July 22, 2021, by and among Glatfelter Corporation, PHG Tea Leaves, Inc., Ammon Ammon AG and the ultimate owners of Ammon Ammon AG ‡	2.1	Form 8-K filed July 23, 2021
2.2	Share Purchase Agreement, dated January 5, 2021, by and between GPPC Equity Holdings LLC and Glatfelter Corporation †	2.3	Form 10-K filed Feb. 25, 2021
3.1	Glatfelter Corporation Amended and Restated Articles of Incorporation	3.2	Form 8-K filed November 18, 2022
3.2	Glatfelter Corporation Amended and Restated By-Laws (Amended and Restated as of December 2, 2022)	3.1	Form 8-K/A filed December 6, 2022
3.3	Glatfelter Corporation Amended and Restated By-Laws (Amended and Restated as of April 5, 2023)	3.1	Form 10-Q filed May 4, 2023
4.1	Indenture, dated as of October 25, 2021, among Glatfelter Corporation, the subsidiaries of Glatfelter Corporation party thereto and Wilmington Trust, National Association, as trustee.	4.1	Form 8-K filed Oct. 25, 2021
4.2	Supplemental Indenture, dated as of October 25, 2021, among Glatfelter Corporation, the subsidiaries of Glatfelter Corporation party thereto and Wilmington Trust, National Association, as trustee.	4.2	Form 8-K filed Oct. 25, 2021
4.3	Form of 4.750% Senior Note due 2029 (included as Exhibit A to the Supplemental Indenture filed as Exhibit 4.2).	4.2	Form 8-K filed Oct. 25, 2021
4.4	Description of securities	4.1	Form 10-K filed Feb. 27, 2023
10.1	Amended and Restated 2022 Long-Term Incentive Plan**	10.1	Form 10-Q filed August 3, 2023
10.2	Form of Restricted Stock Unit Award Certificate (form effective as of May 5, 2023)**	10.3	Form 10-Q filed August 3, 2023
10.3	Form of Performance Share Award Certificate (form effective as of May 5, 2023)**	10.4	Form 10-Q filed August 3, 2023
10.4	Form of Non-Employee Director Restricted Stock Unit Award Certificate (form effective as of May 5, 2023)**	10.5	Form 10-Q filed August 3, 2023
10.5	Form of Performance Share Award Certificate for CEO (form effective as of May 5, 2022)	10.6	Form 10-Q filed August 2, 2022
10.6	Fourth Restatement Agreement, dated September 2, 2021, by and among Glatfelter Corporation, PNC Bank National Association, and the other lenders party thereto (the Fourth Amended and Restated Credit Agreement is appended as Exhibit A to the Fourth Restatement Agreement).	10.1	Form 8-K filed Sep. 2, 2021

Exhibit Number	Description of Documents	Incorporated by Reference to
		Exhibit	Filing
2.1	Share Purchase Agreement, dated March 13, 2013, by and among Glatfelter Gernsbach GmbH & Co. KG. (as purchaser), P H. Glatfelter Company (as purchaser guarantor), Fortress Security Papers AG (as vendor) and Fortress Paper Ltd. (as vendor guarantor) (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request).	2.1	Form 10-Q filed May 9, 2013
3.1	Articles of Incorporation, as amended through December 20, 2007 (restated for the purpose of filing on EDGAR).	3(b)	Form 10-K filed March 13, 2008
3.2	Amended and Restated By‑Laws of P. H. Glatfelter Company, as amended, dated December 15, 2016	3.2	Form 10-K filed February 24, 2017
4.1	Indenture, dated as of October 3, 2012, by and among P. H. Glatfelter Company, the Subsidiary Guarantors named therein and U.S. Bank National Association, as Trustee, relating to 5.375% Senior Notes due 2020.	4.1	Form 8-K filed October 3, 2012
4.2	First Supplemental Indenture dated as of October 27, 2015 by and among P. H. Glatfelter Company, the Subsidiary Guarantors named therein and US Bank National Association, as Trustee.	4.2	Form 10-K filed February 26, 2016
10.1	Second Amended and Restated Credit Agreement, dated as of March 12, 2015, by and among the Company, certain of its subsidiaries as borrowers and certain of its subsidiaries as guarantors and PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, J.P. Morgan Securities LLC and HSBC Bank USA, N.A., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and HSBC Bank USA, N.A., as co-syndication agents, and Cobank, ACB, Bank of America, N.A. and Manufacturers and Traders Trust Company, as co-documentation agents.	10.1	Form 8-K filed March 16, 2015
10.2	First Amendment to Second Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among P. H. Glatfelter Company, the Lenders party thereto, and PNC Bank, National Association, in its capacity as administrative agent for the Lenders.	10.1	Form 8-K filed on February 6, 2017
10.3	Loan Agreement, dated April 11, 2013, by and among Glatfelter Gernsbach GmbH & Co. KG. and IKB Deutsche Industriebank AG, Düsseldorf	10.1	Form 10-Q filed May 9, 2013
10.4	Guaranty, dated April 17, 2013, executed by P. H. Glatfelter Company (as Guarantor) in favor of IKB Deutsche Industriebank AG.	10.2	Form 10-Q filed May 9, 2013
10.5	P. H. Glatfelter Company Amended and Restated Long-Term Incentive Plan, as amended and restated effective February 23, 2017 **	10.1	Form 8-K filed May 4, 2017
10.6	P. H. Glatfelter Company Amended and Restated 2005 Management Incentive Plan, effective January 1, 2015 **	10.1	Form 8-K filed May 8, 2015
10.7	P. H. Glatfelter Company Supplemental Long Term Disability Plan, dated February 25, 2014, between the registrant and certain employees **	10.1	Form 10-Q filed May 2, 2014
10.8	P. H. Glatfelter Company Supplemental Executive Retirement Plan (amended and restated effective January 1, 2010) **	10(c)	Form 10-K filed March 8, 2013
10.9	P. H. Glatfelter Company Supplemental Management Pension Plan (amended and restated effective January 1, 2008) **	10(d)	Form 10-K filed March 8, 2013
10.10	Form of Non-Employee Director Restricted Stock Unit Award Certificate (form effective May 4, 2017) **	10.4	Form 8-K filed May 4, 2017
10.11	Form of Stock-Only Stock Appreciation Right Award Certificate (form effective February 26, 2014) **	10.3	Form 10-Q filed May 2, 2014
10.12	Form of Performance Share Award Certificate (form effective February 23, 2017) **	10.2	Form 8-K filed May 4, 2017
10.13	Form of Performance Share Award Certificate (form effective February 26, 2014) **	10.2	Form 10-Q filed May 2, 2014
10.14	Form of Restricted Stock Unit Award Certificate (form effective as of February 23, 2017) **	10.3	Form 8-K filed May 4, 2017
10.15	Form of Restricted Stock Unit Award Certificate (form effective as of December 13, 2013) **	10(l)	Form 10-K filed March 3, 2014
10.16	Restricted Stock Unit Award Certificate, dated as of December 13, 2013, for Dante C. Parrini **	10.1	Form 8-K filed December 17, 2013


10.7	Commitment Letter for Term Loan with Angelo, Gordon & Co., L.P.	10.1	Ex. 10.1 to Form 8-K filed February 21, 2023
10.8	Term Loan Credit Agreement with Angelo, Gordon & Co., L.P.	10.2	Ex. 10.2 to Form 8-K filed March 31, 2023
10.9	Second Amendment to Fourth Amended and Restated Credit Agreement	10.1	Ex. 10.1 to Form 8-K filed March 31, 2023
10.10	First Amendment to Fourth Amended and Restated Credit Agreement	10.1	Form 8-K filed May 10, 2022
10.11	Loan Agreement, dated April 11, 2013, by and among Glatfelter Gernsbach GmbH & Co. KG. and IKB Deutsche Industriebank AG, Düsseldorf.	10.1	Form 10-Q filed May 9, 2013
10.12	Guaranty, dated April 17, 2013, executed by the P. H. Glatfelter Company (as Guarantor) in favor of IKB Deutsche Industriebank AG.	10.2	Form 10-Q filed May 9, 2013
10.13	P. H. Glatfelter Company Amended and Restated 2005 Management Incentive Plan, effective January 1, 2015. **	10.1	Form 8-K filed May 8, 2015
10.14	P. H. Glatfelter Company Supplemental Long Term Disability Plan, dated February 25, 2014, between P. H. Glatfelter Company and certain employees. **	10.1	Form 10-Q filed May 2, 2014
10.15	P. H. Glatfelter Company Supplemental Management Pension Plan (amended and restated effective January 1, 2008). **	10(d)	Form 10-K filed Mar. 8, 2013
10.16	P. H. Glatfelter Company Supplemental Executive Retirement Plan (Amended and Restated). **	10.1	Form 10-Q filed Jul. 30, 2019
10.17	Amendment No. 2019-1 to the P. H. Glatfelter Company Supplemental Management Pension Plan. **	10.2	Form 10-Q filed Jul. 30, 2019
10.18	Glatfelter Switzerland Sàrl Retirement Pension Plan for management employees. **	10.12	Form 10-K filed Feb. 26, 2020
10.19	Form of Stock-Only Stock Appreciation Right Award Certificate (form effective February 26, 2014). **	10.3	Form 10-Q filed May 2, 2014
10.20	Offer Letter to Boris Illetschko as Chief Operating Officer	10.4	Form 10-Q filed May 4, 2023
10.21	Form of Change in Control Employment Agreement by and between Glatfelter Corporation and certain employees (form effective as of July 1, 2023). **	10.1	Form 10-Q filed November 2, 2023
10.22	Schedule of Change in Control Employment Agreements. **
10.23	Summary of Non-Employee Director Compensation, effective January 1, 2020. **	10.25	Form 10-K filed Feb. 26, 2020
10.24	P. H. Glatfelter Company Deferred Compensation Plan for Directors, effective as of January 1, 2007. **	10(k)	Form 10-K filed Mar. 8, 2013
10.25	Form of Director’s and Officer’s Indemnification Agreement. **	10.1	Form 8-K filed Dec. 19, 2017
10.26	Guidelines for Executive Severance. **	10.2	Form 8-K filed . Jul. 6, 2010
10.27	Consent Decree between P. H. Glatfelter Company, Georgia-Pacific Consumer Products LP, the United States of America and the State of Wisconsin, dated March 14, 2019.	10.2	Form 10-Q filed Apr. 30, 2019
14.1	Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter.	14.1	Form 10-K filed Feb. 25, 2022
21.1	Subsidiaries of Glatfelter Corporation, filed herewith.
23.1	Consent of Independent Registered Public Accounting Firm, filed herewith.
31.1	Certification of Thomas M. Fahnemann, President and Chief Executive Officer of Glatfelter, pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certification of Ramesh Shettigar, Senior Vice President, Chief Financial Officer and Treasurer of Glatfelter, pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Certification of Thomas M. Fahnemann, President and Chief Executive Officer of Glatfelter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, furnished herewith.
32.2	Certification of Ramesh Shettigar, Senior Vice President, Chief Financial Officer and Treasurer of Glatfelter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, furnished herewith.
97.1	Dodd-Frank Compensation Recoupment Policy of Glatfelter Corporation, filed herewith.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its iXBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Extension Calculation Linkbase Document.


101.DEF			Inline XBRL Extension Definition Linkbase Document.
101.LAB			Inline XBRL Extension Label Linkbase Document.
101.PRE			Inline XBRL Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as an inline XBRL and contained in Exhibit 101).

	~~P. H.~~
			GLATFELTER ~~COMPANY~~ CORPORATION (Registrant)
February ~~23, 2018~~ 28, 2024
			By	By	/s/ ~~Dante C. Parrini~~ Thomas M. Fahnemann
					~~Dante C. Parrini~~ Thomas M. Fahnemann
					~~Chairman~~President and
		Chief Executive Officer

	Allowance for
	Allowance for																									Allowance for
In thousands	Doubtful Accounts									Sales Discounts and Deductions									In thousands	Doubtful Accounts			Sales Discounts and Deductions
	2017			2016			2015			2017			2016			2015
	2023																				2023	2022		2021	2023		2022	2021
Balance, beginning of year	$	1,719		$	2,239		$	2,703		$	1,462		$	1,593		$	1,809
Provision		49			32			7			4,610			4,283			3,856
Write-offs, recoveries and discounts allowed		(29	)		(497	)		(275	)		(4,697	)		(4,368	)		(3,649	)
Other ~~(a)~~(1)		218			(55	)		(196	)		68			(46	)		(423	)
Balance, end of year	$	1,957		$	1,719		$	2,239		$	1,443		$	1,462		$	1,593

~~(a)~~
GLATFELTER 2023 FORM 10-K			~~Relates primarily to changes in currency exchange rates.~~ 77