☒	Quarterly 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

Commission file

number

Exact name of registrant as

specified in its charter

IRS Employer

Identification No.

State or other jurisdiction of

incorporation or organization

1-03560

P. H. Glatfelter Company

23-0628360

Pennsylvania

Large accelerated filer	☒			Accelerated filer	☐
Non-accelerated filer	☐	~~(Do not check if a smaller reporting company)~~		Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Three months ended
September 30

Nine months ended
September 30

In thousands

2017

2016

2017

2016

Net income

$
12,105

$
19,601

$
17,994

$
37,734

Foreign currency translation adjustments

16,559

(1,530
)

50,128

(2,975
)
Net change in:

Deferred (gains) losses on cash flow hedges, net of taxes

of $111, $289, $2,031 and $88, respectively

(1,514
)

(858
)

(6,111
)

152

Unrecognized retirement obligations, net of taxes

of $(1,340), $(1,405), $(4,018) and $(4,214), respectively

2,285

2,319

6,838

6,957

Other comprehensive income (loss)

17,330

(69
)

50,855

4,134

Comprehensive income

$
29,435

$
19,532

$
68,849

$
41,868

	Three months ended September 30						Nine months ended September 30
In thousands	2018			2017			2018			2017
Net income (loss)	$	(95,831	)	$	12,105		$	(97,512	)	$	17,994
Foreign currency translation adjustments		(3,217	)		16,559			(23,693	)		50,128
Net change in:
Deferred gains (losses) on cash flow hedges, net of taxes
of $(582), $111, $(1,718) and $2,031, respectively		1,616			(1,514	)		4,363			(6,111	)
Unrecognized retirement obligations, net of taxes
of $(1,932), $(1,340), $(3,874) and $(4,018), respectively		21,572			2,285			27,668			6,838
Other comprehensive income		19,971			17,330			8,338			50,855
Comprehensive income (loss)	$	(75,860	)	$	29,435		$	(89,174	)	$	68,849

P. H. GLATFELTER COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.	ORGANIZATION

P. H. Glatfelter Company and subsidiaries ~~(“Glatfelter”)~~ is a ~~manufacturer~~leading global supplier of ~~specialty papers~~high-quality, innovative and ~~fiber-based engineered materials. Headquartered~~customizable solutions found in tea and single-serve coffee filtration, personal hygiene and packaging products as well as home improvement and industrial applications. We are headquartered in York, PA, ~~U.S. operations include~~and operate facilities in ~~Spring Grove, PA and Chillicothe and Fremont, OH. International operations include facilities in~~the United States, Canada, Germany, France, the United Kingdom and the ~~Philippines, and~~Philippines. We have sales and distribution offices in the U.S., Europe, Russia and ~~China.~~China and our products are marketed worldwide, either directly to customers or through brokers and agents. The terms “we,” “us,” “our,” “the Company,” or “Glatfelter,” refer to P. H. Glatfelter Company and subsidiaries unless the context indicates otherwise. ~~Our products are marketed worldwide, either through wholesale paper merchants, brokers and agents, or directly to customers.~~

2.	ACCOUNTING POLICIES

Basis of Presentation The unaudited condensed consolidated financial statements (“financial statements”) include the accounts of Glatfelter and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

We prepared these financial statements in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. In our opinion, the financial statements reflect all normal, recurring adjustments needed to present fairly our results for the interim periods. When preparing these financial statements, we have assumed that you have read the audited consolidated financial statements included in our ~~2016~~2017 Annual Report on Form 10-K.

Discontinued Operations The results of operations for our Specialty Papers Business Unit have been classified as discontinued operations for all periods presented in the condensed consolidated statements of income. In addition, the related assets and liabilities of this business unit have been classified as held for sale in the condensed consolidated balance sheets for all periods presented.

Reclassification As a result of adopting the provisions of Accounting Standards Update (“ASU”) No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Cost we reclassified certain amounts of periodic benefit expense for previously reported periods from Cost of products sold and Selling, general and administrative expense to Non-operating Expense.

Accounting Estimates The preparation of financial statements in conformity with GAAP 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 and expenses during the reporting period. Management believes the estimates and assumptions used in the preparation of these financial statements are reasonable, based upon currently available facts and known circumstances, but recognizes that actual results may differ from those estimates and assumptions.

~~Recently Issued Accounting Pronouncements~~Revenue Recognition ~~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, the FASB issued~~ ASU No. 2014-09, Revenue from Contracts with Customers ~~which~~ in the first quarter of 2018. This ASU clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards. The new standard is required to be adopted retrospectively for fiscal years beginning after December 15, 2017. Theestablishes expanded disclosure requirements; however, the adoption of ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The guidance allows for both retrospective and modified retrospective methods of adoption. We will apply the modified retrospective method of adoption. We continue to perform our assessment of the impact of the ASU on our policies, processes, systems and controls and are developing processes to obtain the information necessary for the new disclosures. This assessment requires, among others, a review of a substantial amount of the contracts we have with our customers.

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 a substantial portion of our contracts and we do not expect this ASU will have a significantNo. 2014-09 had no impact on the timing or amount of revenue ~~recognition,~~recognized for any period presented. Refer to Note 4 for additional information about the disaggregation of our ~~results~~net sales.

Our revenue is earned primarily from the manufacture and sale of ~~operations or~~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 ~~financial position.~~performance obligation and control of the product has passed to the customer 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.

The prices are fixed at the time the sales arrangement is entered into and payment terms are customary for similar arrangements in our industry. Many of our agreements include customary provisions for volume rebates, discounts and similar incentives. In ~~March 2017,~~addition, we are obligated for products that fail to meet agreed upon specification. Provisions for such items are estimated and recorded as sales deductions in the period in which the related revenue is recognized.

Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU No. ~~2017-07,~~ 2018-02, ~~Improving the Presentation~~“Reclassification of ~~Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~Certain Tax Effects From Accumulated Other Comprehensive Income. (“ASU ~~2017-07”~~No. 2018-02”).” In December 2017, Tax Cuts and Jobs Act (“TCJA”) was passed into law and, among other provisions, reduced the statutory federal tax rate from 35% to 21%. The ~~update requires entities to present the service cost component of the net periodic benefit cost~~change in the ~~same~~tax rate impacted the carrying value of deferred tax assets and liabilities. ASU No. 2018-02 allows a reclassification from accumulated other comprehensive income ~~statement line item as other employee compensation costs arising~~(“AOCI”) to retained earnings for stranded tax effects resulting from ~~services rendered during~~ the ~~period. All other components are~~TCJA. We elected to ~~be presented below~~adopt ASU No. 2018-02 in the ~~determination~~first quarter of 2018, and we reclassified $22.3 million of net deferred tax benefits from AOCI to Retained earnings.

- 6 -

GLATFELTER

~~09.30.17~~09.30.18 Form 10-Q

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 do not expect the adoption of ASU 2017-07 will have a material impact on our consolidated financial statements.

In February 2016, the FASB issued 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 be 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. The adoption of this standard is not expected to have a material impact on our results of operations.

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging ~~Activities~~Activities"" (“ASU No. 2017-12”), which simplifies the application of hedge accounting and more closely aligns hedge accounting with an entity’s risk management strategies. ASU No. 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 No. 2017-12 is effective for us beginning January 1, 2019, with early adoption permitted. ASU No. 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. We are currently evaluating the impact the adoption of ASU No. 2017-12 will have on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial ~~Instruments~~Instruments” that changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. Under the new guidance, an allowance is recognized based on an estimate of expected credit losses. This standard is effective for us in the first quarter of 2020 and must be adopted using a modified retrospective ~~transition~~ approach. We are currently assessing the impact this standard may have on our results of operations and financial position.

3.	ACQUISITION

On October 1, 2018, we completed our acquisition of Georgia-Pacific’s European nonwovens business (the “GP Business”) for $186 million including a working capital adjustment and subject to customary post-closing purchase price adjustments.

The acquisition consisted of Georgia-Pacific’s operations located in Steinfurt, Germany, along with sales offices located in France and Italy. The Steinfurt facility produces high-quality airlaid products for the table-top, wipes, hygiene, food pad, 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 is a state-of-the-art, 32,000-metric-ton-capacity manufacturing facility that employs approximately 220 people. Steinfurt’s results will be reported

prospectively from the acquisition date as part of our Advanced Airlaid Materials business unit.

In 2017, the GP Business had net sales of $99 million. We financed the transaction through a combination of cash on hand and borrowings under our revolving credit facility. We have not provided the additional disclosure requirements required under ASC No. 805 “Business Combinations” as it was deemed impractical to do so considering the recent timing of the transaction.

REVENUE

The following tables set forth disaggregated information pertaining to our net sales:

	Three months ended September 30				Nine months ended September 30
In thousands	2018		2017		2018		2017
Composite Fibers
Food & beverage	$	68,534	$	66,539	$	209,117	$	194,575
Wallcovering		26,135		28,365		82,056		76,993
Technical specialties		20,615		21,309		63,182		56,692
Composite laminates		10,544		10,558		28,902		28,652
Metallized		13,348		15,578		40,450		43,678
		139,176		142,349		423,707		400,590
Advanced Airlaid Materials
Feminine hygiene		46,054		46,623		141,464		133,550
Specialty wipes		11,104		8,899		29,366		21,941
Adult incontinence		5,036		3,761		14,658		10,625
Home care		4,009		3,715		11,911		9,642
Other		4,476		4,773		15,700		14,687
		70,679		67,771		213,099		190,445

TOTAL	$	209,855	$	210,120	$	636,806	$	591,035

	Three months ended September 30				Nine months ended September 30
In thousands	2018		2017		2018		2017
Composite Fibers
Europe, Middle East and Africa	$	87,870	$	91,944	$	274,442	$	259,532
Americas		30,205		26,198		83,245		76,734
Asia Pacific		21,101		24,207		66,020		64,324
		139,176		142,349		423,707		400,590

Advanced Airlaid Materials
Europe, Middle East and Africa		35,283		36,025		107,416		98,158
Americas		34,899		31,297		104,027		91,229
Asia Pacific		497		449		1,656		1,058
		70,679		67,771		213,099		190,445

TOTAL	$	209,855	$	210,120	$	636,806	$	591,035

- 7 -

GLATFELTER

09.30.18 Form 10-Q

5.	DISCONTINUED OPERATIONS

On October 31, 2018, we completed the previously announced sale of our Specialty Papers Business Unit on a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million. Cash proceeds from the sale were approximately $323 million in cash reflecting estimated purchase price adjustments as of the closing date and the assumption by the Purchaser of approximately $38 million in retiree healthcare liabilities. In addition, the Purchaser assumed approximately $220 million of pension liabilities relating to Specialty Papers’ employees and will receive approximately $270 million of related assets from the Company’s existing pension plan.

In connection with the sale of Specialty Papers, we entered into a Transition Services Agreement with Purchaser pursuant to which we agreed to provide various back-office and information technology support until the business is fully separated from us.

The following table sets forth a summary of discontinued operations included in the condensed consolidated statements of income:

	Three months ended September 30						Nine months ended September 30
In thousands	2018			2017			2018			2017
Net sales	$	201,288		$	203,206		$	590,757		$	600,346
Energy and related sales, net		844			1,236			3,217			3,346
Total revenues		202,132			204,442			593,974			603,692
Costs of products sold		181,628			188,076			572,820			569,840
Gross profit		20,504			16,366			21,154			33,852
Selling, general and administrative expenses		6,058			5,997			18,566			17,971
(Gains) losses on dispositions of plant, equipment and timberlands, net		3			70			(440	)		118
Operating income		14,443			10,299			3,028			15,763
Non-operating income (expense)
Interest expense		(2,281	)		(1,221	)		(6,017	)		(3,005	)
Other, net		(1,174	)		583			(81	)		1,664
Impairment charge		(125,644	)		—			(125,644	)		—
Income (loss) before income taxes		(114,656	)		9,661			(128,714	)		14,422
Income tax provision (benefit)		(19,530	)		2,601			(28,361	)		5,515
Income (loss) from discontinued operations	$	(95,126	)	$	7,060		$	(100,353	)	$	8,907

The amounts presented above are derived from the segment reporting for Specialty Papers adjusted to include certain retirement benefit costs and to exclude corporate shared services costs which are required to remain in continuing operations. Interest expense was allocated to discontinued operations based on borrowings under the revolving credit facility required to be repaid with proceeds from the sale of Specialty Papers. The amounts set forth above include the recognition of a $1.8 million, pre-tax, pension curtailment charge related to the transfer and discontinuance of future service of Specialty Papers’ employees. We also recognized an impairment charge representing an estimate of the amount by which the carrying value of Specialty Papers’ net assets exceeded their fair value based on the estimated net proceeds to be received from the sale.

- 8 -

GLATFELTER

09.30.18 Form 10-Q

The following table sets forth the carrying amounts of Specialty Papers’ major asset and liabilities, which were classified as held for sale in the condensed consolidated balance sheets:

	September 30		December 31
In thousands	2018		2017
Assets
Accounts receivable, net	$	73,608	$	63,567
Inventories		105,311		115,858
Prepaid expenses and other current assets		9,403		10,527
Current assets held for sale	$	188,322	$	189,952

Plant, equipment and timberlands, net		210,891		350,560
Other assets		60,840		57,351
Noncurrent assets held for sale	$	271,731	$	407,911

Liabilities
Accounts payable	$	76,257	$	77,266
Other current liabilities		33,906		35,554
Current liabilities held for sale	$	110,163	$	112,820

Long-term liabilities held for sale	$	40,480	$	41,373

The following table sets forth a summary of cash flows from discontinued operations which is included in the condensed consolidated statements of cash flows:

	Nine months ended September 30
In thousands	2018			2017
Net cash provided by operating activities	$	33,721		$	32,295
Net cash used in investing activities		(14,018	)		(44,186	)
Net cash provided by financing activities		125		$	—
Change in cash and cash equivalents from discontinued operations	$	19,828		$	(11,891	)

- 9 -

GLATFELTER

09.30.18 Form 10-Q

6.	GAINS ON DISPOSITION OF PLANT, EQUIPMENT AND TIMBERLANDS

During the first nine months of 2018 and 2017 we completed the following sales of timberlands and other assets:

Dollars in thousands	Acres		Proceeds		Gain (loss)
2018
Timberlands		1,103	$	2,046	$	1,929
Other	n/a			27		10
Total			$	2,073	$	1,939
2017
Timberlands		332	$	209	$	188
Other	n/a			-		(20	)
Total			$	209	$	168

7.	EARNINGS PER SHARE

The following table sets forth the details of basic and diluted earnings per share (“EPS”): from continuing operations:

	Three months ended September 30				Three months ended September 30
In thousands, except per share	2017		2016		2018			2017
Net income	$	12,105	$	19,601
Income (loss) from continuing operations					$	(705	)	$	5,045
Weighted average common shares
outstanding used in basic EPS		43,617		43,576		43,792			43,617
Common shares issuable upon
exercise of dilutive stock options
and PSAs / RSUs		565		557
Effect of dilutive SOSARs,
PSAs and RSUs						—			565
Weighted average common shares
outstanding and common share
equivalents used in diluted EPS		44,182		44,133		43,792			44,182
Earnings per share
Earnings (loss) per share from continuing operations
Basic	$	0.28	$	0.45	$	(0.02	)	$	0.12
Diluted		0.27		0.44		(0.02	)		0.11

Nine months ended
September 30

In thousands, except per share
2017

2016

Net income
$
17,994

$
37,734

Weighted average common shares

outstanding used in basic EPS

43,601

43,552

Common shares issuable upon

exercise of dilutive stock options

and PSAs / RSUs

809

507

Weighted average common shares

outstanding and common share

equivalents used in diluted EPS

44,410

44,059

Earnings per share

Basic
$
0.41

$
0.87

Diluted

0.41

0.86

	Nine months ended September 30
In thousands, except per share	2018		2017
Income from continuing operations	$	2,841	$	9,087
Weighted average common shares
outstanding used in basic EPS		43,754		43,601
Effect of dilutive SOSARs,
PSAs and RSUs		—		809
Weighted average common shares
outstanding and common share
equivalents used in diluted EPS		43,754		44,410
Earnings per share from continuing operations
Basic	$	0.06	$	0.21
Diluted		0.06		0.21

The denominator used to compute per share amounts of loss from discontinued operations is the same as the denominator used for per share amount of income from continuing operations. The numerator used to compute per share income or loss from discontinued operations is summarized below:

	2018			2017
In thousands	Three months ended September 30
Income (loss)	$	(95,126	)	$	7,060

	Nine months ended September 30
Income (loss)	$	(100,353	)	$	8,907

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

	September 30				September 30
In thousands	2017		2016		2018		2017
Three months ended		967		681		2,393		967
Nine months ended		593		683		2,393		593

- 710 -

GLATFELTER

~~09.30.17~~09.30.18 Form 10-Q

4.8.	ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table sets forth details of the changes in accumulated other comprehensive income (losses) for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

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 July 1, 2018	$	(62,315	)	$	(1,345	)	$	(115,167	)	$	4,221		$	(174,606	)
Other comprehensive income (loss) before reclassifications (net of tax)		(3,217	)		627			12,981			4,699			15,090
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			989			4,053			(161	)		4,881
Net current period other comprehensive income (loss)		(3,217	)		1,616			17,034			4,538			19,971
Balance at September 30, 2018	$	(65,532	)	$	271		$	(98,133	)	$	8,759		$	(154,635	)

Balance at July 1, 2017	$	(66,879	)	$	(3,097	)	$	(105,824	)	$	4,719		$	(171,081	)
Other comprehensive income (loss) before reclassifications (net of tax)		16,559			(1,533	)		—			—			15,026
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			19			2,424			(139	)		2,304
Net current period other comprehensive income (loss)		16,559			(1,514	)		2,424			(139	)		17,330
Balance at September 30, 2017	$	(50,320	)	$	(4,611	)	$	(103,400	)	$	4,580		$	(153,751	)

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 July 1, 2017
$
(66,879
)

$
(3,097
)

$
(105,824
)

$
4,719

$
(171,081
)
Other comprehensive income
   before reclassifications  (net of tax)

16,559

(1,533
)

—

—

15,026

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

—

19

2,424

(139
)

2,304

Net current period other comprehensive
   income (loss)

16,559

(1,514
)

2,424

(139
)

17,330

Balance at September 30, 2017
$
(50,320
)

$
(4,611
)

$
(103,400
)

$
4,580

$
(153,751
)
Balance at July 1, 2016
$
(74,486
)

$
785

$
(115,786
)

$
3,204

$
(186,283
)
Other comprehensive income
   before reclassifications  (net of tax)

(1,530
)

(1,195
)

—

—

(2,725
)
Amounts reclassified from accumulated
   other comprehensive income  (net of tax)

—

337

2,464

(145
)

2,656

Net current period other comprehensive
   income (loss)

(1,530
)

(858
)

2,464

(145
)

(69
)
Balance at September 30, 2016
$
(76,016
)

$
(73
)

$
(113,322
)

$
3,059

$
(186,352
)

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)

50,128

(4,868
)

—

1

45,261

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

—

(1,243
)

7,256

(419
)

5,594

Net current period other comprehensive
   income (loss)

50,128

(6,111
)

7,256

(418
)

50,855

Balance at September 30, 2017
$
(50,320
)

$
(4,611
)

$
(103,400
)

$
4,580

$
(153,751
)
Balance at January 1, 2016
$
(73,041
)

$
(225
)

$
(120,714
)

$
3,494

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

(2,975
)

(106
)

—

—

(3,081
)
Amounts reclassified from accumulated
   other comprehensive income  (net of tax)

—

258

7,392

(435
)

7,215

Net current period other comprehensive
   income (loss)

(2,975
)

152

7,392

(435
)

4,134

Balance at September 30, 2016
$
(76,016
)

$
(73
)

$
(113,322
)

$
3,059

$
(186,352
)

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, 2018	$	(41,839	)	$	(4,092	)	$	(98,295	)	$	3,551		$	(140,675	)
Amount reclassified for adoption of ASU No. 2018-02								(23,297	)		999			(22,298	)
Balance as adjusted at January 1, 2018		(41,839	)		(4,092	)		(121,592	)		4,550			(162,973	)
Other comprehensive income (loss) before reclassifications (net of tax)		(23,693	)		778			12,981			4,699			(5,235	)
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			3,585			10,478			(490	)		13,573
Net current period other comprehensive income (loss)		(23,693	)		4,363			23,459			4,209			8,338
Balance at September 30, 2018	$	(65,532	)	$	271		$	(98,133	)	$	8,759		$	(154,635	)

Balance at January 1, 2017	$	(100,448	)	$	1,500		$	(110,656	)	$	4,998		$	(204,606	)
Other comprehensive income (loss) before reclassifications (net of tax)		50,128			(4,868	)		—			1			45,261
Amounts reclassified from accumulated other comprehensive income (net of tax)		—			(1,243	)		7,256			(419	)		5,594
Net current period other comprehensive income (loss)		50,128			(6,111	)		7,256			(418	)		50,855
Balance at September 30, 2017	$	(50,320	)	$	(4,611	)	$	(103,400	)	$	4,580		$	(153,751	)

- 811 -

GLATFELTER

~~09.30.17~~09.30.18 Form 10-Q

Reclassifications out of accumulated other comprehensive income and into the condensed consolidated statements of income were as follows:

	Three months ended September 30						Nine months ended September 30
In thousands	2018			2017			2018			2017
Description													Line Item in Statements of Income
Cash flow hedges (Note 13)
(Gains) losses on cash flow hedges	$	1,344		$	29		$	4,939		$	(1,687	)	Costs of products sold
Tax expense (benefit)		(355	)		(10	)		(1,354	)		444		Income tax provision
Net of tax		989			19			3,585			(1,243	)
Retirement plan obligations (Note 8)
Amortization of deferred benefit pension plans
Prior service costs		5			7			16			17		Other, net
Actuarial losses		2,060			1,777			6,179			5,332		Other, net
Discontinued operations amortization of deferred benefit pension plans		2,171			2,002			6,515			5,982
Curtailment recognition		1,805			—			1,805			—		Discontinued operations
		6,041			3,786			14,515			11,331
Tax benefit		(1,988	)		(1,362	)		(4,037	)		(4,075	)	Income tax provision
Net of tax		4,053			2,424			10,478			7,256
Amortization of deferred benefit other plans
Prior service costs		—			—			—			—		Other, net
Actuarial gains		(16	)		(4	)		(49	)		(10	)	Other, net
Discontinued operations amortization of deferred benefit other plans		(201	)		(135	)		(604	)		(409	)
		(217	)		(139	)		(653	)		(419	)
Tax expense		56			—			163			—		Income tax provision
Net of tax		(161	)		(139	)		(490	)		(419	)
Total reclassifications, net of tax	$	4,881		$	2,304		$	13,573		$	5,594

Three months ended September 30

Nine months ended
September 30

In thousands

2017

2016

2017

2016

Description

Line Item in Statements of Income
Cash flow hedges (Note 12)

(Gains) losses on cash flow hedges

$
29

$
347

$
(1,687
)

$
264

Costs of products sold
Tax expense (benefit)

(10
)

(10
)

444

(6
)

Income tax provision
Net of tax

19

337

(1,243
)

258

Retirement plan obligations (Note 7)

Amortization of deferred benefit pension plans

Prior service costs

532

506

1,592

1,519

Costs of products sold

176

168

528

504

Selling, general and administrative
Actuarial losses

2,290

2,450

6,852

7,350

Costs of products sold

788

843

2,359

2,530

Selling, general and administrative

3,786

3,967

11,331

11,903

Tax benefit

(1,362
)

(1,503
)

(4,075
)

(4,511
)

Income tax provision
Net of tax

2,424

2,464

7,256

7,392

Amortization of deferred benefit other plans

Prior service costs

(37
)

(37
)

(112
)

(112
)

Costs of products sold

(8
)

(8
)

(24
)

(24
)

Selling, general and administrative
Actuarial losses

(77
)

(156
)

(233
)

(467
)

Costs of products sold

(17
)

(33
)

(50
)

(100
)

Selling, general and administrative

(139
)

(234
)

(419
)

(703
)

Tax expense

—

89

—

268

Income tax provision
Net of tax

(139
)

(145
)

(419
)

(435
)

Total reclassifications, net of tax

$
2,304

$
2,656

$
5,594

$
7,215

- 912 -

GLATFELTER

~~09.30.17~~09.30.18 Form 10-Q

9.	INCOME TAXES

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.

Our accounting for certain elements of the TCJA was incomplete as of December 31, 2017 and remains incomplete as of September 30, 2018. 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 filed our 2017 U.S. federal income tax return during the third quarter and reported the mandatory repatriation transition tax on the net earnings and profits of our foreign subsidiaries. As a result, we recorded an increase of $0.4 million to the provisional amount of repatriation transition tax previously recorded. However, uncertainties remain regarding proposed regulations issued by the Internal Revenue Service in August 2018, and pending legislation and interpretive guidance from state taxing authorities that could materially impact those provisional estimates.

During early 2018, the Internal Revenue Service issued additional guidance affecting the computation of our 2017 federal income tax liability. The ultimate impact of the TCJA may differ from current estimates, and such differences could be material, due to changes in interpretations or assumptions.

While the TCJA provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provision. We elected to account for 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 subsidiary’s tangible assets.

5.~~INCOME TAXES~~For the nine months ended September 30, 2018, our effective tax rate increased by approximately 11% as a result of the GILTI provisions due to our utilization of U.S. federal tax loss carryforward, which restricts our ability to recognize the associated foreign tax credits and a deduction of up to 50% of the GILTI income. Since we are using U.S. federal tax loss carryforwards, there is no impact to cash taxes related to the GILTI provisions.

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.

In the third quarter of 2018, we recorded a valuation allowance of $5.7 million against our net deferred tax assets primarily due to uncertainty regarding the ability to utilize federal net operating losses and credit carryforwards. 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 the evidence indicated it is more likely than not that the deferred tax assets will not be realized.

As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, we had ~~$17.1~~$28.7 million and ~~$14.2~~$26.9 million, respectively, of gross unrecognized tax benefits. As of September 30, ~~2017,~~2018, if such benefits were to be recognized, approximately ~~$11.5~~$18.6 million would be recorded as a component of income tax expense, thereby affecting our effective tax rate.

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, by major jurisdiction, tax years that remain subject to examination:

	Open Tax Years
Jurisdiction	Examinations not yet initiated	Examination in progress
United States
Federal	~~2014~~2015 - ~~2016~~2017	N/A
State	~~2012~~2013 - ~~2016~~2017	~~2013 -2014~~2014
Canada⁽¹⁾	~~2010-2013; 2016~~2010-2013	2014 - ~~2015~~2017
Germany⁽¹⁾	2016 - 2017	~~2012~~2011 - 2015
France	~~2014 - 2016~~N/A	~~2011 - 2012~~2012; 2015-2017
United Kingdom	~~2015~~2016 - ~~2016~~2017	N/A
Philippines	2015, ~~-2016~~2017	~~N/A~~2016

(1)	includes provincial or similar local jurisdictions, as applicable

- 13 -

GLATFELTER

09.30.18 Form 10-Q

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 or as such statutes are closed. Due to potential for resolution of federal, state and foreign examinations, and the lapse 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 ~~$0.7~~$6.9 million. Substantially all of this range relates to tax positions taken in ~~the United Kingdom~~Germany and the U.S.

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:

	Nine months ended September 30				Nine months ended September 30
In millions	2017		2016		2018		2017
Interest expense (income)	$	0.3	$	0.2	$	0.3	$	0.3
Penalties		—		—		—		—

September 30

December 31

2017

2016

Accrued interest payable
$
0.8

$
0.5

	September 30		December 31
	2018		2017
Accrued interest payable	$	1.1	$	0.8

6.	10.STOCK-BASED COMPENSATION

The P. H. Glatfelter Amended and Restated Long Term Incentive Plan (the “LTIP”) provides 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.

Pursuant to terms of the LTIP, we have issued to eligible participants restricted stock units, performance share awards and stock only stock appreciation rights.

Restricted Stock Units (“RSU”) and Performance Share Awards (“PSAs”) Awards of RSUs and PSAs are made under our ~~LTIP. On May 4, 2017, our shareholders approved a 1,840,000 share increase in the shares available to be awarded under the~~ LTIP. The RSUs vest on the passage of time, generally on a graded scale over a three, four, and five-year period, or in certain instances the RSUs were issued with five year cliff vesting. PSAs are issued to members of management and vesting is based on achievement of cumulative financial performance targets covering a two year period followed by an additional one-year service period. In addition, beginning in 2018, PSA awards include a modifier based on our three-year total shareholder return (“TSR”) relative to the TSR of the

S&P SmallCap 600 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, the number of shares earned may be further increased or decreased based on our TSR relative to the S&P SmallCap 600 Index.

For ~~both~~ RSUs, ~~and PSAs,~~ the grant date fair value of the awards, which is equal to 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.

~~- 10 -~~

~~GLATFELTER~~

~~09.30.17 Form 10-Q~~

The following table summarizes RSU and PSA activity during periods indicated:

Units	2017			2016			2018			2017
Balance at January 1,		679,038			674,523			929,386			679,038
Granted		370,458			298,832			398,005			370,458
Forfeited		(93,045	)		(146,327	)		(73,673	)		(93,045	)
Shares delivered		(26,352	)		(149,975	)		(151,371	)		(26,352	)
Balance at September 30,		930,099			677,053			1,102,347			930,099

The amount granted in 2018 and 2017 includes 184,121 and ~~2016 includes~~163,274, respectively, of PSAs ~~of 163,274 and 199,693, respectively,~~ exclusive of reinvested dividends.

The following table sets forth aggregate RSU and PSA compensation expense included in continuing operations for the periods indicated:

	September 30				September 30
In thousands	2017		2016		2018		2017
Three months ended	$	1,658	$	765	$	1,146	$	1,494
Nine months ended		3,746		2,167		4,283		3,293

Stock Only Stock Appreciation Rights (“SOSARs”) Under terms of the SOSAR, a recipient receives the right to 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 and have a term of ten years.

No SOSARs were ~~granted in~~awarded during the first nine months of 2018 or 2017.

The following table sets forth information related to outstanding SOSARS for the nine months ended September ~~30, 2017 and 2016;~~30:

2017

2016

SOSARS
Shares

Wtd Avg
Exercise
Price

Shares

Wtd Avg
Exercise
Price

Outstanding at January 1,

2,736,616

$
17.64

2,199,742

$
17.82

Granted

—

—

743,925

17.54

Exercised

(33,050
)

14.65

(61,190
)

10.70

Canceled / forfeited

(17,630
)

18.46

(143,932
)

17.87

Outstanding at September 30,

2,685,936

$
17.67

2,738,545

$
17.64

SOSAR Grants

Weighted average grant date
fair value per share
$
-

$
4.07

Aggregate grant date
fair value (in thousands)
$
-

$
3,013

Black-Scholes assumptions

Dividend yield

-

2.85
%

Risk free rate of return

-

1.34
%

Volatility

-

31.97
%

Expected life
-

6 yrs

	2018					2017
SOSARS	Shares			Wtd Avg Exercise Price		Shares			Wtd Avg Exercise Price
Outstanding at January 1,		2,561,846		$	17.87		2,736,616		$	17.64
Granted		—			—		—			—
Exercised		(158,545	)		13.31		(33,050	)		14.65
Canceled / forfeited		(51,285	)		22.35		(17,630	)		18.46
Outstanding at September 30,		2,352,016		$	18.08		2,685,936		$	17.67

The following table sets forth SOSAR compensation expense included in continuing operations for the periods indicated:

	September 30				September 30
In thousands	2017		2016		2018		2017
Three months ended	$	254	$	650	$	67	$	233
Nine months ended		1,122		2,051		311		1,038

7.11.

RETIREMENT PLANS AND OTHER POST-RETIREMENT BENEFITS

The following tables provide information with respect to the net periodic costs of our pension and post-retirement medical benefit ~~plans.~~plans included in continuing operations.

	Three months ended September 30						Three months ended September 30
In thousands	2017			2016			2018			2017
Pension Benefits
Service cost	$	2,695		$	2,614		$	595		$	487
Interest cost		5,929			6,120			3,241			3,413
Expected return on plan assets		(10,749	)		(11,331	)		(5,531	)		(5,514	)
Amortization of prior service cost		708			674			5			7
Amortization of unrecognized loss		3,078			3,293			2,060			1,777
Total net periodic benefit cost	$	1,661		$	1,370		$	370		$	170

Other Benefits
Service cost	$	289		$	287		$	16		$	16
Interest cost		499			498			80			91
Amortization of prior service credit		(45	)		(45	)
Amortization of actuarial gain		(94	)		(189	)		(16	)		(4	)
Total net periodic benefit cost	$	649		$	551
Total net periodicbenefit cost							$	80		$	103

	Nine months ended September 30
In thousands	2018			2017
Pension Benefits
Service cost	$	1,784		$	1,462
Interest cost		9,723			10,240
Expected return on plan assets		(16,592	)		(16,542	)
Amortization of prior service cost		16			17
Amortization of unrecognized loss		6,179			5,332
Total net periodic benefit cost	$	1,110		$	509

Other Benefits
Service cost	$	46		$	49
Interest cost		239			275
Amortization of actuarial gain		(49	)		(10	)
Total net periodic benefit cost	$	236		$	314

Nine months ended
September 30

In thousands

2017

2016

Pension Benefits

Service cost

$
8,065

$
7,855

Interest cost

17,825

18,360

Expected return on plan assets

(32,246
)

(33,992
)
Amortization of prior service
   cost

2,120

2,023

Amortization of unrecognized
   loss

9,211

9,880

Total net periodic benefit cost

$
4,975

$
4,126

Other Benefits

Service cost

$
868

$
860

Interest cost

1,497

1,494

Amortization of prior
   service credit

(136
)

(136
)
Amortization of
   actuarial gain

(283
)

(567
)
Total net periodic
   benefit cost

$
1,946

$
1,651

In the first quarter of 2018, we adopted the provisions of ASU No. 2017-07 which requires entities to present the service cost component of net periodic benefit costs in operating profit along with other employee compensation costs. All other components of net periodic benefit costs are to be presented below the determination of operating income in “Other, net”.

8.12.

~~INVENTORIES~~INVENTORIES

Inventories, net of reserves, were as follows:

	September 30		December 31		September 30		December 31
In thousands	2017		2016		2018		2017
Raw materials	$	64,088	$	66,359	$	45,595	$	39,797
In-process and finished		117,490		112,507		90,113		65,277
Supplies		75,186		70,803		35,278		31,127
Total	$	256,764	$	249,669	$	170,986	$	136,201

9.13.

CAPITALIZED INTEREST

The following table sets forth details of interest incurred, capitalized and ~~expensed:~~expensed included in continuing operations:

	Three months ended September 30				Nine months ended September 30				Three months ended September 30				Nine months ended September 30
In thousands	2017		2016		2017		2016		2018		2017		2018		2017
Interest cost incurred	$	5,079	$	4,334	$	14,556	$	12,962	$	3,965	$	3,856	$	11,633	$	11,219
Interest capitalized		532		439		1,525		998		-		532		396		1,194
Interest expense	$	4,547	$	3,895	$	13,031	$	11,964	$	3,965	$	3,324	$	11,237	$	10,025

~~10.~~14.

LONG-TERM DEBT

Long-term debt is summarized as follows:

	September 30			December 31			September 30			December 31
In thousands	2017			2016			2018			2017
Revolving credit facility, due Mar. 2020	$	158,298		$	61,595		$	345,962		$	171,200
5.375% Notes, due Oct. 2020		250,000			250,000			250,000			250,000
2.40% Term Loan, due Jun. 2022		8,012			8,282			6,201			7,710
2.05% Term Loan, due Mar. 2023		34,659			35,163			27,802			33,607
1.30% Term Loan, due Jun. 2023		9,698			9,788			7,855			9,423
1.55% Term Loan, due Sep. 2025		11,574			10,333			9,928			11,390
Total long-term debt		472,241			375,161			647,748			483,330
Less current portion		(11,122	)		(8,961	)		(10,904	)		(11,298	)
Unamortized deferred issuance costs		(2,094	)		(2,553	)		(1,438	)		(1,934	)
Long-term debt, net of current portion	$	459,025		$	363,647		$	635,406		$	470,098

On March 12, 2015, we amended our revolving credit agreement with a consortium of banks (the “Revolving Credit Facility”) which increased the amount available for borrowing to $400 million, extended the maturity of the facility to March 12, 2020, and instituted a revised interest rate pricing grid. On February 1, 2017 and September 7, 2018, the Revolving Credit Facility was further amended to, among other, ~~things,~~(a) increase the maximum leverage ratio financial covenant to 4.0x and (b) 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 the Revolving Credit Facility, 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 rate plus 50 basis points; or iii) the daily Euro-rate plus 100 basis points plus an applicable spread over either i), ii) or iii) ranging from 12.5 basis points to 100 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”); or (b) the daily Euro-rate plus an applicable margin ranging from 112.5 basis points to 200 basis points based on the Company’s leverage ratio and the Corporate Credit Rating. For non-US dollar denominated borrowings, interest is based on (b) above.

The Revolving Credit Facility 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 also required to comply with specified financial tests and ratios including: i) maximum net debt to EBITDA ratio (the “leverage ratio”); and ii) a consolidated EBITDA to interest expense ratio. The most restrictive of our covenants is a maximum leverage ratio of ~~3.5x.~~4.0x. As of September 30, ~~2017,~~2018, the leverage ratio, as calculated in accordance with the definition in our amended credit

agreement, was ~~2.6x.~~2.9x. 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 facility.

On October 3, 2012, we completed a private placement offering of $250.0 million aggregate principal amount of 5.375% Senior Notes due 2020 (the “5.375% Notes”). The 5.375% Notes, which are ~~now~~ publically registered, are fully and unconditionally guaranteed, jointly and severally, by PHG Tea Leaves, Inc., Mollanvick, Inc., Glatfelter Composite Fibers N. A., Inc., Glatfelter Advanced Materials N.A., LLC., and Glatfelter Holdings, LLC (the “Guarantors”). Interest on the 5.375% Notes is payable semiannually in arrears on April 15 and October 15.

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 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.

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 Facility at maturity or a default under the Revolving Credit Facility that accelerates the debt outstanding thereunder. As of September 30, ~~2017,~~2018, 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	Original Principal		Interest Rate			Maturity
Borrowing date
Apr. 11, 2013	€	42,700		2.05	%	Mar. 2023	€	42,700		2.05	%	Mar. 2023
Sep. 4, 2014		10,000		2.40	%	Jun. 2022		10,000		2.40	%	Jun. 2022
Oct. 10, 2015		2,608		1.55	%	Sep. 2025		2,608		1.55	%	Sep. 2025
Apr. 26, 2016								10,000		1.30	%	Jun. 2023
May 4, 2016		7,195		1.55	%	Sep. 2025		7,195		1.55	%	Sep. 2025
Apr. 26, 2016		10,000		1.30	%	Jun. 2023

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, are calculated by reference to our Revolving Credit Facility.

P. H. Glatfelter Company guarantees all debt obligations of its subsidiaries. All such obligations are recorded in these condensed consolidated financial statements.

Letters of credit issued to us by certain financial institutions totaled $5.2 million as of September 30, ~~2017~~2018 and ~~$5.1 million as of~~ December 31, ~~2016.~~2017. The letters of credit, which reduce amounts available under our revolving credit facility, primarily provide financial assurances 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.

~~11.~~15.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The amounts reported on the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value. The following table sets forth carrying value and fair value of long-term debt:

��

	September 30, 2017				December 31, 2016				September 30, 2018				December 31, 2017
In thousands	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Variable rate debt	$	158,298	$	158,298	$	61,595	$	61,595	$	345,962	$	345,962	$	171,200	$	171,200
Fixed-rate bonds		250,000		254,265		250,000		256,563		250,000		250,633		250,000		253,823
2.40% Term loan		8,012		8,207		8,282		8,877		6,201		6,332		7,710		7,889
2.05% Term loan		34,659		35,223		35,163		37,089		27,802		28,206		33,607		34,122
1.30% Term Loan		9,698		9,644		9,788		10,062		7,855		7,825		9,423		9,370
1.55% Term loan		11,574		11,509		10,333		10,082		9,928		9,874		11,390		11,320
Total	$	472,241	$	477,146	$	375,161	$	384,268	$	647,748	$	648,832	$	483,330	$	487,724

As of September 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, 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 ~~12.~~16.

~~12.~~16.

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~~(“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~~(“foreign currency ~~hedges."~~hedges”).

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. Currency forward contracts involve fixing the exchange for delivery of a specified amount of foreign currency on a specified date. As of September 30, ~~2017,~~2018, the maturity of currency forward contracts ranged from one month to 18 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 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 of products sold in the period that inventory produced using the hedged transaction affects earnings. For hedged capital expenditures, deferred gains 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 condensed 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:

In thousands	September 30 2017		December 31 2016		September 30 2018		December 31 2017
Derivative
Sell/Buy - sell notional
Philippine Peso / British Pound		19,047		—		—		19,047
Euro / British Pound		11,428		10,373		16,130		13,586
Euro / U.S. Dollar						—		1,048
U.S. Dollar / Euro		1,471		—		414		946
Canadian Dollar / U.S. Dollar		20		—		168		—
Sell/Buy - buy notional
Euro / Philippine Peso		857,103		699,279		1,147,101		890,096
British Pound / Philippine Peso		644,076		557,025		1,026,551		797,496
U.S. Dollar / Euro		7,799		15,379		—		4,253
Euro / U.S. Dollar		54,135		43,951		74,569		60,519
U.S. Dollar / Canadian Dollar		32,760		35,290		31,394		32,265
British Pound / Euro		335		—		—		335

Derivatives Not Designated as Hedging Instruments - Foreign Currency Hedges We also ~~enter~~entered 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 condensed consolidated statements of income under the caption “Other, net.”

The following sets forth derivatives used to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities:

In thousands	September 30 2017		December 31 2016		September 30 2018		December 31 2017
Derivative
Sell/Buy - sell notional
U.S. Dollar / British Pound		17,500		10,500		22,500		17,500
British Pound / Euro		1,000		2,500		1,000		1,000
Canadian / U.S. dollar						2,500		-

Sell/Buy - buy notional
Euro / U.S. Dollar		4,500		3,500		11,000		4,500
British Pound / Euro		12,000		18,500		10,000		13,000

These contracts have maturities of one month from the date originally entered into.

Fair Value Measurements The following table summarizes the fair values of derivative instruments for the period indicated and the line items in the accompanying condensed consolidated balance sheets where the instruments are recorded:

In thousands	September 30 2017		December 31 2016		September 30 2017		December 31 2016		September 30 2018		December 31 2017		September 30 2018		December 31 2017
	Prepaid Expenses and Other				Other				Prepaid Expenses and Other				Other
Balance sheet caption	Current Assets				Current Liabilities				Current Assets				Current Liabilities
Designated as hedging:
Forward foreign currency
exchange contracts	$	1,416	$	2,625	$	5,672	$	1,493	$	1,489	$	1,066	$	522	$	4,787
Not designated as hedging:
Forward foreign currency
exchange contracts	$	679	$	60	$	780	$	104	$	203	$	151	$	309	$	43

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 condensed consolidated statements of income where the results are recorded:

	Three months ended September 30						Nine months ended September 30					Three months ended September 30						Nine months ended September 30
In thousands	2017			2016			2017		2016			2018			2017			2018			2017
Designated as hedging:
Forward foreign currency exchange contracts:
Effective portion – cost of products sold	$	(29	)	$	(347	)	$	1,687	$	(264	)	$	(1,344	)	$	(29	)	$	(4,939	)	$	1,687
Ineffective portion – other – net		40			(69	)		126		(399	)		207			40			(5	)		126
Not designated as hedging:
Forward foreign currency
exchange contracts:
Other – net	$	328		$	332		$	719	$	1,396		$	(477	)	$	328		$	(1,078	)	$	719

active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The fair values of the foreign exchange forward contracts are considered to be Level 2. Foreign currency forward 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 condensed 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 (loss) is as follows:

In thousands	2017			2016			2018			2017
Balance at January 1,	$	1,882		$	(178	)	$	(5,640	)	$	1,882
Deferred (losses) gains
on cash flow hedges		(6,455	)		(200	)		1,142			(6,455	)
Reclassified to earnings		(1,687	)		264			4,939			(1,687	)
Balance at September 30,	$	(6,260	)	$	(114	)	$	441		$	(6,260	)

We expect substantially all of the amounts recorded as a component of accumulated other comprehensive income will be recorded as a component of the capital asset or realized in results of operations within the next 12 to 18 months and the amount ultimately recognized will vary depending on actual market rates.

Credit risk related to derivative activity arises in the event the 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.

~~13.~~17.

COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Fox River - Neenah, Wisconsin

Background. We have significant uncertainties 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 Consumer Products, L.P. (“Georgia Pacific”) and NCR Corporation (“NCR”). ~~In addition to the government claims, Appvion, Inc. (“Appvion”) retains a claim against us and Georgia Pacific.~~

The United States Environmental Protection Agency (“EPA”) has divided the Site into five “operable ~~units,”~~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”).

We and WTM I Company (“WTM I”), one of the PRPs, implemented the remedial action in OU1 under a 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 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, although before~~us. Prior to the UAO, we contributed to a project in that ~~area and~~area. Since the issuance of the UAO we have conducted about $13.4 million of cleanup work under the UAO in 2015 and 2016. The cleanup is expected to continue through ~~2018.~~2019. However, as discussed below, under a consent decree between the United States, Wisconsin, NCR and Appvion, we are not 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.~~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 ~~any~~ 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 the monitoring and maintenance in OU4b and OU5 and we would be responsible for monitoring and maintenance of all other upstream Operable Units. We paid Georgia Pacific $9.5 million in August 2017.

The NCR/Appvion 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 all 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.~~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 would be in our favor.

Cost estimates.The proposed NCR/Appvion consent decree, as revised, states that all parties combined have spent more than ~~approximately~~ $1 billion ~~to date~~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. ~~With~~We believe NCR to have completed a full season of work in 2017 and to working during the 2018 season. So long as the NCR/Appvion consent decree ~~being entered,~~remains in effect, we are ~~no longer~~not exposed to reallocation of any of those ~~amounts.~~ 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.

~~Under~~So long as the NCR/Appvion consent decree remains in effect, we (and not NCR) would remain responsible for the Governments’ unreimbursed past ~~costs, which although in dispute, are represented~~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 ~~total approximately $34 million~~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 September 2018, the United States claims to have incurred about $38.5 million in unreimbursed recoverable costs including prejudgment interest, an amount that we dispute. As of June 30, 2018, the State had no unreimbursed recoverable costs, and now claims to have had on hand approximately $0.5 million of unspent settlement money, a claim that we also dispute. Further, the NRDAR Fund had received what the Governments claim to have been approximately $105 million in settlement payments, of which more than $60 million remained unspent as of 2015. 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. The Governments moved for reconsideration. On July 13, 2018, the district court denied that motion, holding that the United States’ right to recover should be reduced by (a) the amount by which the $105 million of settlement payments accounted as a recovery of NRDs exceeded the actual NRDs and (b) the amounts held as a balance by the State that the State has not subsequently spent. Both of those would be the subject of a trial. The Governments have requested permission to appeal that

determination, a motion that we oppose and the district court has not yet decided. 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 as of June 2015 in the NRDAR Fund remains as an offset, an amount likely to exceed all of the Governments’ past and future costs of response. No date has yet been set for trial of the issue. If at trial the actual amount of NRDs were determined to be more than the Governments have collected in settlements, we might be exposed to that shortfall.

So long as the NCR/Appvion consent decree remains in effect, we would also remain subject to our remaining obligations under the OU1 consent decree, which now consist of 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 ~~OU1~~OU2 through OU5 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 of our settlement with Georgia Pacific, our obligations are in OU1-OU4a. ~~Although~~In the first quarter of 2018, we ~~are unable to determine~~entered into a fixed-price, 30-year agreement with ~~certainty the timing of cash expenditures~~a third party for the ~~above matters, they are reasonably likely~~performance of all of our monitoring and maintenance obligations in OU1 through OU4a with limited exceptions, such as, for extraordinary amounts of cap maintenance or replacement. Our obligation under this agreement is included in our total reserve for the Site. The portion of this agreement that pertains to ~~extend over~~OU1 will be paid out of the previously funded OU1 escrow account.

We and WTM I executed documents for the withdrawal of WTM I from the entity we jointly formed for the performance of the OU1 work and for the release of all claims between us related to the Site, which were approved by the court overseeing WTM I’s bankruptcy in May 2018. As a ~~period~~result of this action, we assumed WTM I’s portion of the OU1 escrow account totaling approximately $4.7 million, which is included under the caption “Other assets” on the condensed consolidated balance sheet at ~~least~~June 30, ~~years.~~2018 and have increased our reserve for Fox River by an equal amount for potential liabilities associated with the river that we believe

may ultimately be satisfied with funds from the escrow account.

~~- 16 -~~

~~GLATFELTER~~

~~09.30.17 Form 10-Q~~

Reserves for the Site. Our reserve for all remaining claims against us relating to PCB contamination is set forth below:

	Nine months ended September 30						Nine months ended September 30
In thousands		2017			2016			2018			2017
Balance at January 1,	$	52,788		$	17,105		$	43,144		$	52,788
Payments		(9,581	)		(4,193	)		(3,014	)		(9,581	)
Accruals		-			-
Assumption of WTM I escrow								4,746			-
Accretion								115			-
Balance at September 30,	$	43,207		$	12,912		$	44,991		$	43,207

The payments set forth above primarily represent cash paid ~~towards completion of remediation activities in connection with~~under the ~~2016~~recently-entered 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, ~~$20.0~~$26.0 million is recorded in the accompanying September 30, ~~2017~~2018 condensed consolidated balance sheet under the caption “Environmental liabilities” and the remaining ~~$23.2~~$19.0 million is recorded under the caption “Other 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 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 the likelihood of an outcome in the upper end of the monetary range is less than other possible outcomes within the range and the possibility of an outcome in excess of the upper end of the monetary range is remote.

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~~or results of operations and might result in a default under our loan covenants.

- 1721 -

GLATFELTER

~~09.30.17~~09.30.18 Form 10-Q

~~14.~~18.

~~SEG~~SEGMENT ~~MENT~~ INFORMATION

The following tables set forth financial and other information by business unit for the period indicated:

Three months ended September 30					Advanced Airlaid								Other and																Advanced Airlaid				Other and
Dollars in millions	Composite Fibers				Materials				Specialty Papers				Unallocated						Total						Composite Fibers				Materials				Unallocated						Total
	2017		2016		2017		2016		2017		2016		2017			2016			2017			2016			2018		2017		2018		2017		2018			2017			2018			2017
Net sales	$	142.3	$	131.7	$	67.8	$	61.9	$	203.2	$	211.8	$	—		$	—		$	413.3		$	405.3		$	139.2	$	142.3	$	70.7	$	67.8	$	—		$	—		$	209.9		$	210.1
Energy and related sales, net		—	—			—	—			1.2		1.3		—			—			1.2			1.3
Total revenue		142.3		131.7		67.8	61.9			204.4		213.1		—			—			414.6			406.6
Cost of products sold		115.0		105.8		57.2		53.5		179.7		180.1		7.9			6.1			359.8			345.5			116.8		115.0		62.3		57.2		0.9			0.5			180.0			172.7
Gross profit (loss)		27.3		25.9		10.6		8.4		24.7		33.0		(7.9	)		(6.1	)		54.7			61.2			22.4		27.3		8.4		10.6		(0.9	)		(0.5	)		29.9			37.4
SG&A		10.9		11.9		2.4		2.0		12.2		14.3		7.9			7.5			33.4			35.7			10.5		10.9		2.9		2.4		12.4			13.8			25.8			27.1
(Gains) losses on dispositions of plant, equipment and timberlands, net		—		—		—		—		—		—		—			—			—			—			—		—		—		—		(0.2	)		(0.1	)		(0.2	)		(0.1	)
Total operating income (loss)		16.4		14.0		8.2		6.4		12.5		18.7		(15.8	)		(13.6	)		21.4			25.4			11.9		16.4		5.5		8.2		(13.1	)		(14.2	)		4.3			10.4
Non-operating expense		—		—		—		—		—		—		(5.0	)		(4.4	)		(5.0	)		(4.4	)		—		—		—		—		(1.6	)		(3.7	)		(1.6	)		(3.7	)
Income (loss) before income taxes	$	16.4	$	14.0	$	8.2	$	6.4	$	12.5	$	18.7	$	(20.8	)	$	(18.0	)	$	16.4		$	21.0		$	11.9	$	16.4	$	5.5	$	8.2	$	(14.7	)	$	(17.9	)	$	2.8		$	6.7
Supplementary Data
Net tons sold (thousands)		43.8		39.1		26.2		25.2		197.1		197.3		—			—			267.1			261.5			37.4		39.7		24.0		23.8		—			—			61.5			63.5
Depreciation, depletion and amortization	$	7.1	$	6.9	$	2.5	$	2.4	$	8.0	$	6.4	$	3.8		$	0.6		$	21.4		$	16.3		$	7.1	$	7.1	$	3.4	$	2.5	$	1.0		$	0.6		$	11.5		$	10.2
Capital expenditures		3.8		5.1		12.6		4.3		10.2		26.7		4.5			0.5			31.1			36.6			3.0		3.8		1.9		12.6		1.3			4.6			6.2			21.0

Business Units Results of individual business units 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 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. 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 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 set forth above.

Management evaluates results of operations of the business units 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 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 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.

Specialty Papers’ results of operations are reported as discontinued operations. In addition, corporate shared services costs previously included in Specialty Papers’ results are required to be included in income from continuing operations and are reported as “other and unallocated”.

~~15.~~19.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	-		$	35,285		$	203,910		$	(29,340	)	$	209,855
Costs of products sold		945			32,727			175,651			(29,340	)		179,983
Gross profit (loss)		(945	)		2,558			28,259			—			29,872
Selling, general and administrative
expenses		10,557			43			15,199			—			25,799
Gain on dispositions of plant
equipment and timberlands, net		—			(249	)		—			—			(249	)
Operating income (loss)		(11,502	)		2,764			13,060			—			4,322
Other non-operating
income (expense)
Interest expense		(4,439	)		(629	)		(446	)		1,549			(3,965	)
Interest income		134			1,528			34			(1,549	)		147
Equity in earnings of subsidiaries		13,217			10,783			—			(24,000	)		—
Other, net		341			1,077			835			—			2,253
Total other non-operating
income (expense)		9,253			12,759			423			(24,000	)		(1,565	)
Income (loss) from continuing operations before income taxes		(2,249	)		15,523			13,483			(24,000	)		2,757
Income tax provision (benefit)		(1,544	)		2,349			2,657			—			3,462
Income (loss) from continuing operations		(705	)		13,174			10,826			(24,000	)		(705	)

Discontinued operations:
Income (loss) from discontinued operations before income taxes		(114,656	)		—			—			—			(114,656	)
Income tax provision (benefit)		(19,530	)		—			—			—			(19,530	)
Income (loss) from discontinued operations		(95,126	)		—			—			—			(95,126	)
Net income (loss)		(95,831	)		13,174			10,826			(24,000	)		(95,831	)
Other comprehensive income (loss)		19,971			(1,767	)		(3,187	)		4,954			19,971
Comprehensive income (loss)	$	(75,860	)	$	11,407		$	7,639		$	(19,046	)	$	(75,860	)

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	-		$	20,588		$	211,331		$	(21,799	)	$	210,120
Costs of products sold		1,596			19,525			173,423			(21,799	)		172,745
Gross profit		(1,596	)		1,063			37,908			—			37,375
Selling, general and administrative
Expenses		12,414			536			14,133			—			27,083
(Gain) loss on dispositions of plant
equipment and timberlands, net		1			(114	)		20			—			(93	)
Operating income (loss)		(14,011	)		641			23,755			—			10,385
Other non-operating
income (expense)
Interest expense		(4,018	)		(300	)		(436	)		1,430			(3,324	)
Interest income		160			1,316			5			(1,430	)		51
Equity in earnings of subsidiaries		17,880			18,096			—			(35,976	)		—
Other, net		589			(1,920	)		944			—			(387	)
Total other non-operating
income (expense)		14,611			17,192			513			(35,976	)		(3,660	)
Income (loss) from continuing operations before income taxes		600			17,833			24,268			(35,976	)		6,725
Income tax provision (benefit)		(4,445	)		(47	)		6,172			—			1,680
Income (loss) from continuing operations		5,045			17,880			18,096			(35,976	)		5,045

Discontinued operations:
Income from discontinued operations before income taxes		9,661			—			—			—			9,661
Income tax provision		2,601			—			—			—			2,601
Income from discontinued operations		7,060			—			—			—			7,060
Net income		12,105			17,880			18,096			(35,976	)		12,105
Other comprehensive income		17,330			14,812			14,959			(29,771	)		17,330
Comprehensive income	$	29,435		$	32,692		$	33,055		$	(65,747	)	$	29,435

In thousands
Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Net sales
$
211,761

$
18,086

$
192,214

$
(16,760
)

$
405,301

Energy and related sales, net

1,346

—

—

—

1,346

Total revenues

213,107

18,086

192,214

(16,760
)

406,647

Costs of products sold

186,297

16,732

159,208

(16,760
)

345,477

Gross profit

26,810

1,354

33,006

—

61,170

Selling, general and administrative

expenses

21,048

(25
)

14,724

—

35,747

(Gain) loss on dispositions of plant

equipment and timberlands, net

7

—

(2
)

—

5

Operating income

5,755

1,379

18,284

—

25,418

Other non-operating

income (expense)

Interest expense

(4,332
)

(1
)

(751
)

1,189

(3,895
)
Interest income

173

1,063

5

(1,189
)

52

Equity in earnings of subsidiaries

17,228

16,225

—

(33,453
)

—

Other, net

(670
)

(819
)

916

—

(573
)
Total other non-operating

income (expense)

12,399

16,468

170

(33,453
)

(4,416
)
Income before income taxes

18,154

17,847

18,454

(33,453
)

21,002

Income tax provision (benefit)

(1,447
)

619

2,229

—

1,401

Net income

19,601

17,228

16,225

(33,453
)

19,601

Other comprehensive loss

(69
)

(2,307
)

(2,462
)

4,769

(69
)
Comprehensive income
$
19,532

$
14,921

$
13,763

$
(28,684
)

$
19,532

In thousands
Parent
Company

Guarantors

Non
Guarantors

Adjustments/
Eliminations

Consolidated

Net sales
$
638,918

$
54,293

$
573,355

$
(52,634
)

$
1,213,932

Energy and related sales, net

4,013

—

—

—

4,013

Total revenues

642,931

54,293

573,355

(52,634
)

1,217,945

Costs of products sold

582,751

51,493

474,599

(52,634
)

1,056,209

Gross profit

60,180

2,800

98,756

—

161,736

Selling, general and administrative

expenses

62,115

(246
)

42,927

—

104,796

Loss on dispositions of plant

equipment and timberlands, net

11

—

20

—

31

Operating income (loss)

(1,946
)

3,046

55,809

—

56,909

Other non-operating

income (expense)

Interest expense

(13,036
)

(1
)

(2,352
)

3,425

(11,964
)

Interest income

523

3,056

50

(3,425
)

204

Equity in earnings of subsidiaries

46,485

44,050

—

(90,535
)

—

Other, net

(1,787
)

(2,220
)

3,051

—

(956
)

Total other non-operating

income (expense)

32,185

44,885

749

(90,535
)

(12,716
)

Income before income taxes

30,239

47,931

56,558

(90,535
)

44,193

Income tax provision (benefit)

(7,495
)

1,446

12,508

—

6,459

Net income

37,734

46,485

44,050

(90,535
)

37,734

Other comprehensive income (loss)

4,134

(2,691
)

(2,835
)

5,526

4,134

Comprehensive income
$
41,868

$
43,794

$
41,215

$
(85,009
)

$
41,868

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Glatfelter’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2016~~2017 Annual Report on Form 10-K.

Forward-Looking Statements This Quarterly Report on Form 10-Q 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-Q 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, shipping volumes, selling prices, input costs, 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.	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 economic and political environments and fluctuations in currency exchange rates;

iv.	geopolitical matters, including any impact to our operations from events ~~including the impact of conflicts such as~~in Russia, Ukraine and ~~Ukraine;~~Philippines;

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

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

vii.	changes in energy-related ~~costs~~prices and 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 including an inability to renew our collective bargaining arrangement for the Spring Grove, PA facility which expired in February 2017;~~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.~~xi.

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.~~

~~our ability to successfully complete the implementation of new manufacturing and business systems to support Advanced Airlaid Materials;~~

~~xiv.~~xii.

adverse results in litigation in the Fox River matter;

~~xv.~~xiii.

the impact of war and terrorism;

~~xvi.~~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;

~~xvii.~~xv.

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

~~xviii.~~xvi.

our ability to finance, consummate and integrate acquisitions.

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

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

Advanced Airlaid Materials with revenue from the sale of airlaid nonwoven fabric-like materials used in feminine hygiene and adult incontinence products, specialty wipes, home care products and other airlaid ~~applications; and~~

~~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.

RESULTS OF OPERATIONS

Nine months ended September 30, ~~2017~~2018 versus the nine months ended September 30, ~~2016~~2017

Overview For the first nine months of ~~2017~~2018, we reported a net ~~income totaled $18.0~~loss of $97.5 million, or ~~$0.41~~$2.23 per ~~diluted~~ share compared with ~~$37.7~~net income of $18.0 million and ~~$0.86~~$0.41 per diluted share in the year earlier period. As part of our strategic transformation to becoming a leading global supplier of engineered materials, on August 21, 2018, we signed a definitive agreement, and on October 31, 2018, we completed the sale of our Specialty Papers business unit. Accordingly, Specialty Papers’ results are classified as discontinued operations for all periods presented including the recognition of an after-tax impairment charge of $97.5 million, in connection with the sale of the business unit. In addition, on October 1, 2018, we completed our acquisition of Georgia-Pacific’s European nonwovens business, with annual revenues of approximately $99 million.

Adjusted earnings from continuing operations for the first nine months of 2018 were $7.8 million, or $0.18 per diluted share compared with $17.8 million, or $0.40 per diluted share, for the same period a year ago. Our consolidated results in the first nine months of 2018 were adversely impacted, primarily, by rising input costs outpacing the realization of higher selling prices by $7.8 million, net. The following table sets forth summarized consolidated results of operations:

	Nine months ended September 30				Nine months ended September 30
In thousands, except per share	2017		2016		2018			2017
Net sales	$	1,191,380	$	1,213,932	$	636,806		$	591,035
Gross profit		142,100		161,736		99,733			105,252
Operating income		41,666		56,909		19,757			23,890
Net income		17,994		37,734
Earnings per diluted share		0.41	0.86
Continuing operations
Income						2,841			9,087
Earnings per share						0.06			0.21
Discontinued operations
Income (loss) from discontinued operations						(100,353	)		8,907
Earnings (loss) per share						(2.29	)		0.20
Net income (loss)						(97,512	)		17,994
Earnings (loss) per share					$	(2.23	)	$	0.41

Reported results in the first nine months of 2017 and 2016 include on a pre-tax basis $19.5 million and $8.0 million, respectively, of net costs considered to be unusual or non-core business in nature. The decline in our results summarized in the table above reflects the $11.5 million increase in such costs. Our Composite Fibers and Advanced Airlaid Materials businesses, which combined represented approximately 50% of consolidated net sales, reported higher operating income and operating margin expansion in the comparison driven by higher shipping volumes and improved productivity. Specialty Papers’ results declined significantly in the comparison reflecting challenging market conditions.

In addition to the results reported in accordance with GAAP, we evaluate our performance using adjusted earnings and adjusted earnings per diluted share. 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. Adjusted earnings consists of net income determined in accordance with GAAP adjusted to exclude the impact of the following:

Strategic initiatives. These adjustments primarily reflect one-time professional and legal fees incurred directly related to evaluating and executing certain strategic initiatives including a currency translation gain in the third quarter of 2018 related to acquisition financing.

Airlaid capacity expansion costs. These adjustments reflect non-capitalized, one-time costs incurred related to the start-up of a new airlaid production facility in Fort Smith, Arkansas and implementation of a new business system.

Cost optimization actions. ~~These adjustments~~This adjustment reflects charges incurred in connection with initiatives to optimize the cost structure of certain business units in response to changes in business conditions. The costs are primarily related to headcount reduction efforts, asset write-offs and certain contract termination costs.

~~Specialty Papers environmental compliance.~~ These adjustments reflect non-capitalized, one-time costs incurred by the business unit directly related to the compliance with the U.S. EPA Best Available Retrofit Technology rule and the Boiler Maximum Achievable Control Technology rule. This adjustment includes costs incurred during the transition period in which the newly installed equipment was brought on-line.

~~Airlaid capacity expansion costs.~~ ~~These adjustments reflect non-capitalized, one-time costs incurred related to the start-up of a new airlaid production facility in Fort Smith, Arkansas.~~

Timberland sales and related 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. These adjustments are irregular in timing and amount and may significantly impact our operating performance.

U.S. Tax Reform. These adjustments reflect amounts estimating the impact of the Tax Cuts and Jobs Act (“TCJA”) which was signed into law on December 22, 2017.

Adjusted earnings and adjusted earnings per ~~diluted~~ share 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 nine months ended September 30, ~~2017~~2018 and ~~2016:~~2017:

	Nine months ended September 30										Nine months ended September 30
	2017					2016					2018						2017
In thousands, except per share	Amount			Diluted EPS		Amount			Diluted EPS		Amount			EPS			Amount			Diluted EPS
Net income	$	17,994		$	0.41	$	37,734		$	0.86	$	(97,512	)	$	(2.23	)		17,994		$	0.41
Add: Loss from discontinued operations, net of tax												100,353			(2.29	)		(8,907	)		0.20
Income from continuing operations												2,841			0.06			9,087			0.21
Adjustments (pre-tax)
Strategic initiatives												853						-
Airlaid capacity expansion costs												5,572						7,034
Cost optimization actions		9,627					88					-						3,038
Specialty Papers' environmental compliance		3,076					6,645
Airlaid capacity expansion costs		7,034					1,308
Timberland sales and related costs		(188	)				-					(1,929	)					(188	)
Total adjustments (pre-tax)		19,549					8,041					4,496						9,884
Income taxes (1)		(1,122	)				(2,736	)				(191	)					(1,122	)
U.S. Tax Reform												604						-
Total after-tax adjustments		18,427			0.41		5,305			0.12		4,909			0.11			8,762			0.20
Adjusted earnings	$	36,421		$	0.82	$	43,039		$	0.98	$	7,750		$	0.18		$	17,849		$	0.40

Management evaluates results of operations of the business units 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 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 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.

Sales and Costs of Products Sold

	Nine months ended September 30									Nine months ended September 30
In thousands	2017			2016			Change			2018			2017			Change
Net sales	$	1,191,380		$	1,213,932		$	(22,552	)	$	636,806		$	591,035		$	45,771
Energy and related sales, net		3,346			4,013			(667	)
Total revenues		1,194,726			1,217,945			(23,219	)
Costs of products sold		1,052,626			1,056,209			(3,583	)		537,073			485,783			51,290
Gross profit	$	142,100		$	161,736		$	(19,636	)	$	99,733		$	105,252		$	(5,519	)
Gross profit as a percent of Net sales		11.9	%		13.3	%					15.7	%		17.8	%

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

	Nine months ended September 30						Nine months ended September 30
Percent of Total	2017			2016			2018			2017
Business Unit
Composite Fibers		33.6	%		32.3	%		66.5	%		67.8	%
Advanced Airlaid Material		16.0			15.1			33.5			32.2
Specialty Papers		50.4			52.6
Total		100.0	%		100.0	%		100.0	%		100.0	%

Advanced Airlaid Materials’ operating income for the first nine months of 2018 totaled ~~$22.8~~$20.3 million, ~~an increase of $3.1 million compared to~~or 11.0% lower than the ~~same~~comparable period a year ago. Higher selling prices were more than offset by higher input costs and depreciation related to the investment to expand airlaid production capacity and the impact of higher fixed costs with limited shipping volume growth. The primary drivers are summarized in the following chart:

~~Specialty Papers’ net sales decreased $38.6 million, or 6.0%, due to a 3.2% decrease in shipping volumes and a $16.4 million impact from lower selling prices.~~

Operating income totaled $11.9 million in the first nine months of 2017, compared with $27.9 million for the first nine months of 2016. The business unit continues to be adversely impacted by a supply/demand imbalance affecting the broader uncoated freesheet market as reflected as lower pricing and volume in the chart below. Aggressive cost control actions, lower maintenance spending and improved operating performance contributed to the $8.3 million benefit from operations. The primary drivers of the change are summarized in the following chart:

~~We sell excess power generated by the Spring Grove, PA facility. The following table summarizes this activity for the first nine months of 2017 and 2016:~~

Nine months ended
September 30

In thousands
2017

2016

Change

Energy sales
$
2,379

$
2,919

$
(540
)
Costs to produce

(3,121
)

(3,229
)

108

Net

(742
)

(310
)

(432
)
Renewable energy credits

4,088

4,323

(235
)
Total
$
3,346

$
4,013

$
(667
)

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 RECs in future periods.

Other and Unallocated The amount of net operating expenses not allocated to a business unit and reported as “Other and Unallocated” in our table of Business Unit Performance totaled ~~$38.7~~$40.8 million in the first nine months of ~~2017~~2018 compared with ~~$31.2~~$44.4 million in the first nine months of ~~2016.~~2017. The ~~increase~~decrease in Other and Unallocated expenses, excluding the impact of gains from timberland sales in 2018, primarily ~~related~~relates to the costs ~~incurred~~ in ~~connection~~2017 associated with ~~our cost optimization actions~~the start-up of the new airlaid facility. Corporate shared services costs totaling $20.7 million and $20.2 million for the ~~Airlaid capacity expansion project, partially offset by lower costs for~~first nine months of 2018 and 2017, respectively, previously included in Specialty Papers’ ~~environmental compliance project and the legal costs for the Fox River matter.~~

~~Pension Expense~~ ~~The following table summarizes the amounts of pension expense recognized for the periods indicated:~~results are required to be included in income from continuing operations.

Gains (losses) on Dispositions of Plant, Equipment and Timberlands During the first nine months of 2018, we completed the following sales of assets:

Nine months ended
September 30

In thousands
2017

2016

Change

Recorded as:

Costs of products sold
$
2,534

$
1,761

$
773

SG&A expense

2,441

2,365

76

Total
$
4,975

$
4,126

$
849

Dollars in thousands	Acres		Proceeds		Gain (loss)
2018
Timberlands		1,103	$	2,046	$	1,929
Other	n/a			27		10
Total			$	2,073	$	1,939
2017
Timberlands		332	$	209	$	188
Other	n/a			-		(20	)
Total			$	209	$	168

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 2017 is expected to be approximately $6.6 million compared with $5.5 million in 2016 (which excludes a $7.3 million settlement charge).

Income taxesFor the first nine months of ~~2017,~~2018, we recorded a provision for income taxes of ~~$9.9~~$7.0 million on pre-tax income from continuing operations of ~~$27.9 million.~~$9.9 million compared with a $4.4 million provision on pre-tax income from continuing operations of $13.5 million in the year ago period. The ~~comparable amounts~~effective tax rate in the first nine months of ~~2016 were $6.5 million~~2018

includes the impact of a provision for the Global Intangible Low Taxed Income (“GILTI”), which increased the effective tax rate by approximately 20%. We expect to utilize U.S. federal tax loss carryforwards related to the GILTI provisions and ~~$44.2 million,~~

~~respectively.~~therefore there will be no impact on cash paid for taxes. The effective tax rate ~~was 35.5% in the first nine months of 2017 compared with 14.6% in the same period of 2016. This~~for 2018 for continuing operations is expected to be approximately 75%. The prior year’s tax provision includes a benefit of $2.4 million primarily from a tax loss carryback opportunity and the release of U.S. tax reserves due to the lapse of statute of limitations. The prior year tax provision also reflects the adverse impact of an increase in unrecognized tax benefits and in our valuation allowances for U.S. deferred tax assets. WeDue to the discontinued operations, we are currently ~~expect to record~~in a valuation ~~allowances of between $13 million~~allowance position and ~~$16 million for~~ the ~~full year 2017. The~~ effective tax rate in future periods may be affected by changes in U.S.-based pre-tax income, including pension expense, and the related impact on the valuation of deferred taxes.

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. On an annual basis, our euro denominated revenue exceeds euro expenses by ~~approximately €125 million to €130~~an estimated €145 million. For the first nine months of ~~2017,~~2018, the average currency exchange rate ~~for euro to the U.S. dollar~~ was ~~1.113~~1.19 dollar/euro compared with ~~1.116 for~~1.11 in the same period of ~~2016.~~2017. With respect to the British Pound Sterling, Canadian ~~dollar,~~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 first nine months of ~~2017.~~2018.

In thousands	Nine months ended September 30, 2017				Nine months ended September 30, 2018
	Favorable (unfavorable)				Favorable (unfavorable)
Net sales		$	(6,752	)		$	30,176
Costs of products sold			7,366				(26,657	)
SG&A expenses			615				(2,274	)
Income taxes and other			320				193
Net income		$	1,549			$	1,438

The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in ~~2017~~2018 were the same as ~~2016.~~2017. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency

Three months ended September 30, ~~2017~~2018 versus the three months ended September 30, ~~2016~~2017

Overview For the third quarter of ~~2017,~~2018, our net loss totaled $95.8 million, or $2.19 per share compared with a net income ~~totaled~~of $12.1 million, or $0.27 per ~~diluted share compared with net income of $19.6 million, or $0.44 per diluted~~ share in the third quarter of ~~2016.~~2017. Our reported results for the third quarter reflect an impairment charge in connection with the sale of Specialty Papers discussed earlier. On an adjusted basis ~~earnings~~the loss from continuing operations for the third quarter of ~~2017~~2018 was ~~$21.9~~$0.2 million, or ~~$0.50~~$0.00 per ~~diluted~~ share compared with ~~$24.0~~$7.6 million, or ~~$0.54~~$0.17 per ~~diluted~~ share, for the same period a year ago.

The following table sets forth summarized results of operations:

	Three months ended September 30				Three months ended September 30
In thousands, except per share	2017		2016		2018			2017
Net sales	$	413,325	$	405,301	$	209,855		$	210,120
Gross profit		54,735		61,170		29,872			37,375
Operating income		21,360		25,418		4,322			10,385
Net income		12,105		19,601
Earnings per share		0.27		0.44
Continuing operations
Income (loss)						(705	)		5,045
Earnings (loss) per share						(0.02	)		0.12
Discontinued operations
Income (loss) from discontinued operations						(95,126	)		7,060
Earnings (loss) per share						(2.17	)		0.16
Net income (loss)						(95,831	)		12,105
Earnings (loss) per share					$	(2.19	)	$	0.27

The following table sets forth the reconciliation of net income to adjusted earnings for the three months ended September 30, ~~2017~~2018 and ~~2016:~~2017:

	Three months ended September 30
	2018						2017
In thousands, except per share	Amount			EPS			Amount			Diluted EPS
Net income (loss)	$	(95,831	)	$	(2.19	)	$	12,105		$	0.27
Add: Loss from discontinued operations, net of tax		95,126			2.17			(7,060	)		(0.16	)
Income (loss) from continuing operations		(705	)		(0.02	)		5,045			0.11
Adjustments (pre-tax)
Strategic initiatives		(1,342	)					-
Airlaid capacity expansion costs		867						2,581
Cost optimization		-						250
Timberland sales and related costs		(249	)					(114	)
Total adjustments (pre-tax)		(724	)					2,717
Income taxes (1)		622						(123	)
U.S. Tax Reform		612						-
Total after-tax adjustments		510			0.01			2,594			0.06
Adjusted earnings (loss)	$	(195	)	$	-		$	7,639		$	0.17

Three months ended September 30

2017

2016

In thousands, except per share
Amount

Diluted EPS

Amount

Diluted EPS

Net income
$
12,105

$
0.27

$
19,601

$
0.44

Adjustments (pre-tax)

Cost optimization

6,839

-

Specialty Papers' environmental compliance and other

596

5,520

Airlaid capacity expansion costs

2,581

1,051

Timberland sales and related costs

(114
)

-

Total adjustments (pre-tax)

9,902

6,571

Income taxes (1)

(123
)

(2,193
)

Total after-tax adjustments

9,779

0.22

4,378

0.10

Adjusted earnings
$
21,884

$
0.50

$
23,979

$
0.54

(1)

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.

Sales and Costs of Products Sold

	Three months ended September 30									Three months ended September 30
In thousands	2017			2016			Change			2018			2017			Change
Net sales	$	413,325		$	405,301		$	8,024		$	209,855		$	210,120		$	(265	)
Energy and related sales, net		1,236			1,346			(110	)
Total revenues		414,561			406,647			7,914
Costs of products sold		359,826			345,477			14,349			179,983			172,745			7,238
Gross profit	$	54,735		$	61,170		$	(6,435	)	$	29,872		$	37,375		$	(7,503	)
Gross profit as a percent of Net sales		13.2	%		15.1	%					14.2	%		17.8	%

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

	Three months ended September 30						Three months ended September 30
Percent of Total	2017			2016			2018			2017
Business Unit
Composite Fibers		34.4	%		32.5	%		66.3	%		67.7	%
Advanced Airlaid Material		16.4			15.3			33.7			32.3
Specialty Papers		49.2			52.2
Total		100.0	%		100.0	%		100.0	%		100.0	%

Advanced Airlaid Materials’ net sales increased ~~$5.9~~$2.9 million in the quarter-over-quarter ~~comparison.~~comparison due to $2.0 million from higher selling prices. Shipping volumes increased ~~4.2%~~1.0% primarily due to continued growth of personal hygiene and wipes ~~products and $1.8 million favorable impact from currency translation.~~products.

Advanced Airlaid Materials’ operating income totaled ~~$8.2~~$5.5 million compared with ~~$6.4~~$8.2 million in the third quarter of ~~2016.~~2017. The third-quarter 2018 operating income was impacted by $1.2 million of depreciation expense related to the investment in the Fort Smith facility and the impact of higher operating costs from the new facility. The primary drivers are summarized in the following chart:

~~Specialty Papers’ net sales decreased $8.6 million, or 4.0%, as its markets continued to be impacted by a supply-demand imbalance resulting in $6.5 million of lower selling prices.~~

Specialty Papers’ operating income totaled $12.5 million in the third quarter of 2017, compared with $18.7 million in the same period a year ago. The primary drivers are summarized in the following chart:

~~Aggressive cost control actions and lower maintenance spending more than offset the adverse impact of market-related downtime and higher depreciation, and increased operating income by $1.8 million.~~

~~We sell excess power generated by the Spring Grove, PA facility. The following table summarizes this activity for the third quarters of 2017 and 2016:~~

Three months ended
September 30

In thousands
2017

2016

Change

Energy sales
$
586

$
1,101

$
(515
)

Costs to produce

(754
)

(1,187
)

433

Net

(168
)

(86
)

(82
)

Renewable energy credits

1,404

1,432

(28
)

Total
$
1,236

$
1,346

$
(110
)

Other and Unallocated The amount of net operating expenses not allocated to a business unit and reported as “Other and Unallocated” in our table of Business Unit Performance ~~excluding gains from sales of timberlands,~~ totaled ~~$15.8~~$13.1 million in the third quarter of ~~2017~~2018 compared with ~~$13.6~~$14.2 million in the third quarter of ~~2016.~~2017. The ~~increase~~decrease in Other and Unallocated expenses excluding the impact of gains from timberland sales in 2018, primarily related to ~~costs incurred~~the completion in ~~connection with our~~2017 of cost optimization actions and ~~the Airlaid capacity expansion project, partially offset by~~ lower costs related to Advanced Airlaid Materials capacity expansion. Corporate shared services costs totaling $6.9 million and $7.2 million for the third quarter of 2018 and 2017, respectively, previously included in Specialty Papers’ ~~environmental compliance project and the legal costs for the Fox River matter.~~segment results are required to be included in income from continuing operations.

During the third quarter the Company recorded $6.8 million of one-time costs of actions primarily related to the permanent shutdown of a machine and a 15% reduction in salaried workforce in the Specialty Papers business unit. The costs incurred consisted of $4.5 million related to the write-off of the machine and associated spares parts and the balance represented severance costs for the salaried positions. These costs have been excluded from the business unit results and from adjusted earnings.

~~Pension Expense~~ ~~The following table summarizes the amounts of pension expense recognized for the periods indicated:~~

Three months ended
September 30

In thousands
2017

2016

Change

Recorded as:

Costs of products sold
$
842

$
582

$
260

SG&A expense

819

788

31

Total
$
1,661

$
1,370

$
291

Income ~~taxes~~Taxes For the third quarter of ~~2017,~~2018, on continuing operations we recorded a ~~$4.3~~$3.5 million provision for income tax on pre-tax income of ~~$16.4~~$2.8 million. The comparable amounts in the third quarter of ~~2016~~2017 were ~~$1.4~~$1.7 million of tax provision on pre-tax income of ~~$21.0~~$6.7 million. The current quarter’s tax provision includes a deferred tax detriment of $0.9 million primarily from a state tax law change. The prior year’s tax provision includes a benefit of $2.4 million primarily from a tax loss carryback opportunity and the release of U.S. tax reserves due to the lapse of statute of limitations.

Foreign Currency 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 third quarter of ~~2017.~~2018.

In thousands	Three months ended September 30, 2017				Three months ended September 30, 2018
	Favorable (unfavorable)				Favorable (unfavorable)
Net sales		$	6,047			$	(2,346	)
Costs of products sold			(4,340	)			(285	)
SG&A expenses			(448	)			106
Income taxes and other			(47	)			12
Net income		$	1,212
Net loss						$	(2,513	)

LIQUIDITY AND CAPITAL RESOURCES

Our business is capital intensive and requires significant expenditures for new or enhanced equipment, to support our research and development efforts, for environmental compliance matters ~~including, but not limited to, the Clean Air Act,~~ and to support our business 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:

	Nine months ended September 30						Nine months ended September 30
In thousands	2017			2016			2018			2017
Cash and cash equivalents at
beginning of period	$	55,444		$	105,304		$	116,219		$	55,444
Cash provided (used) by
Operating activities		52,796			59,437			(16,212	)		20,501
Investing activities		(102,055	)		(117,293	)		(30,150	)		(57,869	)
Financing activities		72,654			2,974			148,316			72,654
Effect of exchange rate
changes on cash		5,448			330			(3,931	)		5,448
Net cash provided (used)		28,843			(54,552	)
Change in cash and cash equivalents from discontinued operations								19,828			(11,891	)
Net cash provided								117,851			28,843
Cash and cash equivalents at
end of period	$	84,287		$	50,752		$	234,070		$	84,287

Cash ~~provided~~used by operating activities ~~totaled $52.8 million~~ in the first nine months of ~~2017~~2018 totaled $16.2 million compared with ~~$59.4~~cash provided by operating activities of $20.5 million in the same period a year ~~ago. The decrease in cash from operations~~ago primarily ~~reflects~~due to lower ~~cash~~ earnings and ~~the $9.5 million payment related to certain claims~~an increase in ~~the Fox River matter, partially offset by $4.0 million of lower income tax payments.~~inventory.

Net cash used by investing activities decreased by ~~$15.2~~$27.7 million in the year-over-year comparison ~~primarily~~ due to lower capital ~~expenditures. Capital~~ expenditures ~~are expected to total between $130 million and $135 million for 2017, including approximately $13 million for~~driven by the ~~Specialty Papers’ environmental compliance projects and approximately $49 million for~~completion of the ~~Airlaid~~airlaid capacity ~~expansion.~~expansion in early 2018.

Net cash provided by financing activities totaled ~~$72.7~~$148.3 million in the first nine months of ~~2017~~2018 compared with ~~$3.0~~$72.7 million in the same period of ~~2016.~~2017. The increase in cash provided by financing activities primarily reflects ~~additional~~ borrowings at the end of the third quarter of 2018 to finance the $186 million acquisition of Georgia-Pacific’s European nonwovens business in Steinfurt, Germany, which closed October 1, 2018. The sale of the Specialty Papers business unit closed on October 31, 2018 and we received cash proceeds of approximately $323 million. We utilized this cash primarily to reduce outstanding debt under our revolving credit ~~agreement.~~facility.

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

	September 30			December 31			September 30			December 31
In thousands	2017			2016			2018			2017
Revolving credit facility, due Mar. 2020	$	158,298		$	61,595		$	345,962		$	171,200
5.375% Notes, due Oct. 2020		250,000			250,000			250,000			250,000
2.40% Term Loan, due Jun. 2022		8,012			8,282			6,201			7,710
2.05% Term Loan, due Mar. 2023		34,659			35,163			27,802			33,607
1.30% Term Loan, due Jun. 2023		9,698			9,788			7,855			9,423
1.55% Term Loan, due Sep. 2025		11,574			10,333			9,928			11,390
Total long-term debt		472,241			375,161			647,748			483,330
Less current portion		(11,122	)		(8,961	)		(10,904	)		(11,298	)
Unamortized deferred issuance costs		(2,094	)		(2,553	)		(1,438	)		(1,934	)
Long-term debt, net of current portion	$	459,025		$	363,647		$	635,406		$	470,098

Our revolving credit facility contains a number of customary compliance covenants, the most restrictive of which is a maximum leverage ratio of ~~3.5x.~~4.0x. As of September 30, ~~2017,~~2018, the leverage ratio, as calculated in accordance with the definition in our amended credit agreement, was ~~2.6x,~~2.9x, within the limits 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 September 30, ~~2017,~~2018, we met all of the requirements of our debt covenants. The significant terms of the debt instruments

are more fully discussed in Item 1 - Financial Statements – Note ~~10.~~14.

Financing activities ~~includes~~include cash used for common stock ~~dividends which increased in the comparison reflecting a 4% increase in our quarterly cash dividend.~~dividends. In the first nine months of ~~2017,~~2018, we used ~~$16.8~~$17.1 million of cash for dividends on our common stock compared with ~~$16.1~~$16.8 million in the same period of ~~2016.~~2017. 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.

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.

As more fully discussed in Item 1 - Financial Statements – Note 1317 – Commitments, Contingencies and Legal Proceedings (“Note ~~13”~~17”), 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 and long-term monitoring and maintenance related

matters. Based on the recent developments more fully discussed in Note ~~13,~~17, it is conceivable the resolution of this matter may require us to spend in excess of ~~$20.0~~$26 million in the ~~next twelve months.~~foreseeable future. Although we are unable to determine with any degree of certainty the amount we may be required to spend, the recent developments provide greater clarity to the extent of such amounts.

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, as discussed in Note ~~13,~~17, an unfavorable outcome of the Fox River matters could have a material adverse impact on our consolidated financial position, liquidity and/or results of operations.

Off-Balance-Sheet Arrangements As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, 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, are reflected in the condensed consolidated balance sheets included herein in Item 1 – Financial Statements.

~~Outlook~~ Composite Fibers’ shipping volumes in the fourth quarter of 2017 are expected to be approximately 10% lower than the third quarter driven by normal seasonality with the majority of the impact of lower shipping volumes expected to be offset by improved product mix. Selling prices and overall raw material and energy prices are expected to be in-line with the third quarter.

Advanced Airlaid Materials’ shipping volumes in the fourth quarter are expected to be approximately 3% lower than the third quarter due to normal seasonality. Selling prices and raw material and energy prices are expected to increase slightly compared with the third quarter. For 2018, we anticipate shipping volumes to be 10% to 15% higher than 2017 driven by the start-up of the Fort Smith, Arkansas facility.

Specialty Papers’ shipping volumes in the fourth quarter are expected to be approximately 5% lower than the third quarter of 2017 due to normal seasonality. Selling prices are expected to be in-line and raw material and energy prices are expected to increase compared to the third quarter. Specialty Papers will also benefit by $1 million more than the third quarter from the cost reduction actions.

In addition, costs associated with the Specialty Papers environmental compliance projects and Advanced Airlaid Materials capacity expansion are expected to be $1 million and $3 million, respectively, during the fourth quarter and zero and $3 million in 2018.

~~Consolidated capital expenditures are expected to total between $130 million and $135 million for 2017 and approximately between $65 million to $70 million in 2018.~~

~~The effective tax rate on adjusted earnings is expected to be approximately 35% for the fourth quarter of 2017 and for 2018.~~

The table above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of September 30, ~~2017.~~2018. 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 September 30, ~~2017,~~2018, we had ~~$470.2~~$646.3 million of long-term debt, net of unamortized debt issuance costs, of which ~~33.7%~~53.5% was at variable interest rates. Variable-rate debt outstanding represents borrowings under our revolving credit agreement that accrues interest based on LIBOR plus a margin. At September 30, ~~2017,~~2018, the interest rate paid was approximately ~~2.74%~~2.95%. A hypothetical 100 basis point increase or decrease in the interest rate on variable rate debt would increase or decrease annual interest expense by ~~$1.6~~$3.5 million.

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.” For a more complete discussion of this activity, refer to Item 1 – Financial Statements – Note ~~12.~~16.

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 revenue exceeds euro expenses by ~~approximately €125 million to €130~~an estimated €145 million. With respect to the British Pound Sterling, Canadian ~~dollar,~~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, particularly with respect to the euro, we are exposed to changes in currency exchange rates and such changes could be significant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures Our chief executive officer and our principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, ~~2017,~~2018, have concluded that, as of the evaluation date, our disclosure controls and procedures are effective.

Changes in Internal Controls There were no changes in our internal control over financial reporting during the three months ended September 30, ~~2017,~~2018, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


31.2	Certification of John P. Jacunski, Executive Vice President and Chief Financial Officer, pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, filed ~~herewith~~herewith.

32.1	Certification of Dante C. Parrini, Chairman 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 John P. Jacunski, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, furnished ~~herewith~~herewith.

101.INS	XBRL Instance Document, filed ~~herewith~~herewith.

101.SCH	XBRL Taxonomy Extension Schema, filed ~~herewith~~herewith.

101.CAL	XBRL Extension Calculation Linkbase, filed ~~herewith~~herewith.

101.DEF	XBRL Extension Definition Linkbase, filed ~~herewith~~herewith.

101.LAB	XBRL Extension Label Linkbase, filed ~~herewith~~herewith.

101.PRE	XBRL Extension Presentation Linkbase, filed ~~herewith~~herewith.

	P. H. GLATFELTER COMPANY (Registrant)

~~October 31, 2017~~November 6, 2018

	By	/s/ David C. Elder
		David C. Elder
		Vice President, Finance

	September 30			December 31			September 30			December 31
In thousands	2017			2016			2018			2017
Assets
Cash and cash equivalents	$	84,287		$	55,444		$	234,070		$	116,219
Accounts receivable, net		186,310			152,989			117,584			110,586
Inventories		256,764			249,669			170,986			136,201
Prepaid expenses and other current assets		44,134			36,157			30,245			32,013
Current assets held for sale								188,322			189,952
Total current assets		571,495			494,259			741,207			584,971

Plant, equipment and timberlands, net		856,017			775,898			497,568			515,183
Goodwill		81,497			73,094			79,882			82,744
Intangible assets, net		59,199			56,259			53,444			58,859
Other assets		128,586			121,749			106,943			81,127
Noncurrent assets held for sale								271,731			407,911
Total assets	$	1,696,794		$	1,521,259		$	1,750,775		$	1,730,795

Liabilities and Shareholders' Equity
Current portion of long-term debt	$	11,122		$	8,961		$	10,904		$	11,298
Accounts payable		168,848			164,345			103,432			113,212
Dividends payable		5,675			5,455			5,696			5,678
Environmental liabilities		20,000			25,000			26,000			28,500
Other current liabilities		130,368			119,250			74,203			75,668
Current liabilities held for sale								110,163			112,820
Total current liabilities		336,013			323,011			330,398			347,176

Long-term debt		459,025			363,647			635,406			470,098
Deferred income taxes		65,597			54,995			56,599			83,571
Other long-term liabilities		125,563			125,780			80,946			79,649
Long-term liabilities held for sale								40,480			41,373
Total liabilities		986,198			867,433			1,143,829			1,021,867

Commitments and contingencies		—			—			—			—

Shareholders’ equity
Common stock		544			544			544			544
Capital in excess of par value		62,346			57,917			64,329			62,594
Retained earnings		963,853			962,884			856,118			948,411
Accumulated other comprehensive loss		(153,751	)		(204,606	)		(154,635	)		(140,675	)
		872,992			816,739			766,356			870,874
Less cost of common stock in treasury		(162,396	)		(162,913	)		(159,410	)		(161,946	)
Total shareholders’ equity		710,596			653,826			606,946			708,928
Total liabilities and shareholders’ equity	$	1,696,794		$	1,521,259		$	1,750,775		$	1,730,795

	Nine months ended September 30						Nine months ended September 30
In thousands	2017			2016			2018			2017
Operating activities
Net income	$	17,994		$	37,734
Adjustments to reconcile to net cash provided by operations:
Net income (loss)							$	(97,512	)	$	17,994
(Income) loss from discontinued operations, net of tax benefits								100,353			(8,907	)

Adjustments to reconcile to net cash provided by continuing operations:
Depreciation, depletion and amortization		56,343			49,725			34,731			30,276
Amortization of debt issue costs		868			864
Pension expense, net of unfunded benefits paid		3,707			2,908
Deferred income tax provision (benefit)		4,282			(4,266	)
(Gains) losses on dispositions of plant, equipment and timberlands, net		(50	)		31
Amortization of debt issue costs and original issue discount								870			868
Deferred income tax benefit								(5,466	)		(1,233	)
Gains on dispositions of plant, equipment and timberlands, net								(1,939	)		(168	)
Share-based compensation		4,868			4,218			4,594			4,331
Change in operating assets and liabilities
Accounts receivable		(23,753	)		(12,927	)		(10,421	)		(16,125	)
Inventories		2,906			(17,897	)		(40,314	)		(4,051	)
Prepaid and other current assets		(7,185	)		(4,205	)		(2,935	)		(3,280	)
Accounts payable		(4,001	)		(9,662	)		(2,019	)		6,099
Accruals and other current liabilities		(3,702	)		10,257			3,768			(2,756	)
Other		519			2,657			78			(2,547	)
Net cash provided by operating activities		52,796			59,437

Net cash (used) provided by operating activities from continuing operations								(16,212	)		20,501

Investing activities
Expenditures for purchases of plant, equipment and timberlands		(102,172	)		(116,948	)		(32,155	)		(57,978	)
Proceeds from disposals of plant, equipment and timberlands, net		217			55			2,073			209
Other		(100	)		(400	)		(68	)		(100	)
Net cash used by investing activities		(102,055	)		(117,293	)

Net cash used by investing activities from continuing operations								(30,150	)		(57,869	)

Financing activities
Repayments of note offerings		—			(136	)
Net borrowings (repayments) under revolving credit facility		96,534			(642	)
Proceeds from term loans		—			19,428
Net borrowings under revolving credit facility								174,761			96,534
Repayment of term loans		(6,947	)		(3,803	)		(8,373	)		(6,947	)
Payments of dividends		(16,805	)		(16,134	)		(17,064	)		(16,805	)
Proceeds from government grants		—			5,251
Payments related to share-based compensation awards and other		(128	)		(990	)		(1,008	)		(128	)
Net cash provided by financing activities		72,654			2,974
Net cash provided by financing activities from continuing operations								148,316			72,654
Effect of exchange rate changes on cash		5,448			330			(3,931	)		5,448
Net increase (decrease) in cash and cash equivalents		28,843			(54,552	)
Net increase in cash and cash equivalents								98,023			40,734
Change in cash and cash equivalents from discontinued operations								19,828			(11,891	)
Cash and cash equivalents at the beginning of period		55,444			105,304			116,219			55,444
Cash and cash equivalents at the end of period	$	84,287		$	50,752		$	234,070		$	84,287

Supplemental cash flow information
Cash paid for:
Interest, net of amounts capitalized	$	8,719		$	7,376		$	7,213		$	6,521
Income taxes, net		7,567			11,609			11,001			7,567

PART I - FINANCIAL INFORMATION	PART I - FINANCIAL INFORMATION			PART I - FINANCIAL INFORMATION

Item 1	Financial Statements			Financial Statements
	Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2017 and 2016 (unaudited)		2	Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2018 and 2017 (unaudited)		2
	Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2017 and 2016 (unaudited)		3	Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2018 and 2017 (unaudited)		3
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (unaudited)		4	Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)		5	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)		5
	Notes to Condensed Consolidated Financial Statements (unaudited)		6	Notes to Condensed Consolidated Financial Statements (unaudited)		6
	1.	Organization	6	1.	Organization	6
	2.	Accounting Policies	6	2.	Accounting Policies	6
	3.	Earnings Per Share	7	3.	Acquisition	7
	4.	Accumulated Other Comprehensive Income	8	4.	Revenue	7
	5.	Income Taxes	10	5.	Discontinued Operations	8
	6.	Stock-based Compensation	10	6.	Gain on Disposition of Plant, Equipment and Timberlands	10
				7.	Earnings Per Share	10
				8.	Accumulated Other Comprehensive Income	11

					9.	Income Taxes	13
					10.	Stock-based Compensation	14
	7.	Retirement Plans and Other Post- Retirement Benefits	11		11.	Retirement Plans and Other Post- Retirement Benefits	15
	8.	Inventories	12		12.	Inventories	15
	9.	Capitalized Interest	12		13.	Capitalized Interest	15
	10.	Long-term Debt	12		14.	Long-term Debt	16
	11.	Fair Value of Financial Instruments	13		15.	Fair Value of Financial Instruments	17
	12.	Financial Derivatives and Hedging Activities	13		16.	Financial Derivatives and Hedging Activities	17
	13.	Commitments, Contingencies and Legal Proceedings	15		17.	Commitments, Contingencies and Legal Proceedings	19
	14.	Segment Information	18		18.	Segment Information	22
	15.	Condensed Consolidating Financial Statements	19		19.	Condensed Consolidating Financial Statements	23

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3	Quantitative and Qualitative Disclosures About Market Risks		34	Item 3	Quantitative and Qualitative Disclosures About Market Risks		38
Item 4	Controls and Procedures		34	Item 4	Controls and Procedures		38

PART II – OTHER INFORMATION	PART II – OTHER INFORMATION		35	PART II – OTHER INFORMATION			39

Item 6	Exhibits		35	Item 6	Exhibits		39

	SIGNATURES		35		SIGNATURES		39

	Year Ended December 31															September 30, 2017				Year Ended December 31															September 30, 2018
Dollars in thousands	2017			2018			2019			2020			2021			Carrying Value		Fair Value		2018			2019			2020			2021			2022			Carrying Value		Fair Value
Long-term debt
Average principal outstanding
At fixed interest rates – Bond	$	250,000		$	250,000		$	250,000		$	218,750		$	—		$	250,000	$	254,265	$	250,000		$	250,000		$	197,917		$	—		$	—		$	250,000	$	250,633
At fixed interest rates – Term Loans		63,942			55,963			44,841			33,720			22,598			63,943		64,583		50,423			43,610			32,706			21,802			11,517			51,786		52,237
At variable interest rates		158,298			158,298			158,298			32,979			—			158,298		158,298		345,962			345,962			72,075			—			—			345,962		345,962
																$	472,241	$	477,146																$	647,748	$	648,832
Weighted-average interest rate
On fixed rate debt – Bond		5.375	%		5.375	%		5.375	%		5.375	%		—							5.375	%		5.375	%		5.375	%		—			—
On fixed rate debt – Term Loans		1.89	%		1.89	%		1.88	%		1.86	%		1.82	%						1.89	%		1.87	%		1.85	%		1.82	%		1.76	%
On variable rate debt		2.74	%		2.74	%		2.74	%		2.74	%		—							2.95	%		2.95	%		2.95	%		—			—



10.1	First Amendment to Share Purchase Agreement by and among Buckeye Holdings GmbH, Georgia-Pacific Nonwovens LLC, and Glatfelter Gernsbach GmbH, a wholly-owned subsidiary of P. H. Glatfelter Company, filed herewith.

31.1	Certification of Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter, pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, filed herewith.