Condensed Consolidating Financial Statements | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Our 5.375% Notes issued by P. H. Glatfelter Company (the “Parent”) are fully and unconditionally guaranteed, on a joint and several basis, by certain of our 100%-owned domestic subsidiaries, PHG Tea Leaves, Inc., Mollanvick, Inc., Glatfelter Composite Fibers N. A., Inc. (“CFNA”), Glatfelter Advance Materials N.A., Inc. (“GAMNA”), and Glatfelter Holdings, LLC. The guarantees are subject to certain customary release provisions including i) the designation of such subsidiary as an unrestricted or excluded subsidiary; (ii) in connection with any sale or disposition of the capital stock of the subsidiary guarantor; and (iii) upon our exercise of our legal defeasance option or our covenant defeasance option, all of which are more fully described in the Indenture dated as of October 3, 2012 and the First Supplemental Indenture dated as of October 27, 2015, among us, the Guarantors and US Bank National Association, as Trustee, relating to the 5.375% Notes. The following presents our condensed consolidating statements of income, including comprehensive income and cash flows for the three months ended March 31, 2016 and 2015 and our condensed consolidating balance sheets as of March 31, 2016 and December 31, 2015. The condensed consolidating financial statements set forth below include the addition of CFNA and GAMNA as guarantors during 2015 and all prior periods have been restated to retroactively reflect this change. Condensed Consolidating Statement of Income for the Three months ended March 31, 2016 In thousands Parent Guarantors Non Adjustments/ Consolidated Net sales $ 217,888 $ 18,646 $ 184,466 $ (18,782 ) $ 402,218 Energy and related sales, net 666 — — — 666 Total revenues 218,554 18,646 184,466 (18,782 ) 402,884 Costs of products sold 191,959 18,050 153,814 (18,782 ) 345,041 Gross profit 26,595 596 30,652 — 57,843 Selling, general and administrative expenses 18,445 (185 ) 13,598 — 31,858 Loss on dispositions of plant, equipment and timberlands, net 2 — 22 — 24 Operating income 8,148 781 17,032 — 25,961 Other non-operating income (expense) Interest expense (4,415 ) — (787 ) 1,086 (4,116 ) Interest income 181 992 4 (1,086 ) 91 Equity in earnings of subsidiaries 12,872 11,754 — (24,626 ) — Other, net (542 ) 20 (178 ) — (700 ) Total other non-operating income (expense) 8,096 12,766 (961 ) (24,626 ) (4,725 ) Income before income taxes 16,244 13,547 16,071 (24,626 ) 21,236 Income tax provision 76 675 4,317 — 5,068 Net income 16,168 12,872 11,754 (24,626 ) 16,168 Other comprehensive income 15,742 13,553 13,117 (26,670 ) 15,742 Comprehensive income $ 31,910 $ 26,425 $ 24,871 $ (51,296 ) $ 31,910 Condensed Consolidating Statement of Income for the Three months ended March 31, 2015 In thousands Parent Guarantors Non Adjustments/ Consolidated Net sales $ 219,876 $ 20,150 $ 198,098 $ (20,655 ) $ 417,469 Energy and related sales, net 2,068 — — — 2,068 Total revenues 221,944 20,150 198,098 (20,655 ) 419,537 Costs of products sold 203,682 19,334 165,068 (20,655 ) 367,429 Gross profit 18,262 816 33,030 — 52,108 Selling, general and administrative expenses 17,182 497 13,593 — 31,272 Gains on dispositions of plant, equipment and timberlands, net (1,471 ) (1,183 ) — — (2,654 ) Operating income 2,551 1,502 19,437 — 23,490 Other non-operating income (expense) Interest expense (4,817 ) — (6,394 ) 6,703 (4,508 ) Interest income 163 6,599 5 (6,702 ) 65 Equity in earnings of subsidiaries 17,084 10,194 — (27,278 ) — Other, net (715 ) (130 ) 659 (1 ) (187 ) Total other non-operating income (expense) 11,715 16,663 (5,730 ) (27,278 ) (4,630 ) Income before income taxes 14,266 18,165 13,707 (27,278 ) 18,860 Income tax provision 341 1,081 3,513 — 4,935 Net income 13,925 17,084 10,194 (27,278 ) 13,925 Other comprehensive income (loss) (35,285 ) (38,550 ) 38,848 (298 ) (35,285 ) Comprehensive income (loss) $ (21,360 ) $ (21,466 ) $ 49,042 $ (27,576 ) $ (21,360 ) Condensed Consolidating Balance Sheet as of March 31, 2016 In thousands Parent Guarantors Non Guarantors Adjustments/ Consolidated Assets Cash and cash equivalents $ 29,155 $ 5,995 $ 35,112 $ — $ 70,262 Other current assets 199,170 247,480 257,534 (245,790 ) 458,394 Plant, equipment and timberlands, net 305,347 14,782 415,794 — 735,923 Investments in subsidiaries 780,955 532,528 — (1,313,483 ) — Other assets 109,815 — 147,046 — 256,861 Total assets $ 1,424,442 $ 800,785 $ 855,486 $ (1,559,273 ) $ 1,521,440 Liabilities and Shareholders’ Equity Current liabilities $ 369,019 $ 19,391 $ 146,722 $ (245,789 ) $ 289,343 Long-term debt 247,228 — 109,167 — 356,395 Deferred income taxes 31,118 125 50,397 — 81,640 Other long-term liabilities 86,905 314 16,672 — 103,891 Total liabilities 734,270 19,830 322,958 (245,789 ) 831,269 Shareholders’ equity 690,172 780,955 532,528 (1,313,484 ) 690,171 Total liabilities and shareholders’ equity $ 1,424,442 $ 800,785 $ 855,486 $ (1,559,273 ) $ 1,521,440 Condensed Consolidating Balance Sheet as of December 31, 2015 In thousands Parent Guarantors Non Guarantors Adjustments/ Consolidated Assets Cash and cash equivalents $ 59,130 $ 465 $ 45,709 $ — $ 105,304 Other current assets 199,690 238,515 239,367 (230,509 ) 447,063 Plant, equipment and timberlands, net 286,334 1,114 411,416 — 698,864 Investments in subsidiaries 737,450 507,116 — (1,244,566 ) — Other assets 106,586 — 142,599 — 249,185 Total assets $ 1,389,190 $ 747,210 $ 839,091 $ (1,475,075 ) $ 1,500,416 Liabilities and Shareholders’ Equity Current liabilities $ 363,037 $ 9,725 $ 162,081 $ (230,523 ) $ 304,320 Long-term debt 247,075 — 106,221 — 353,296 Deferred income taxes 28,561 (79 ) 47,976 — 76,458 Other long-term liabilities 87,270 — 15,825 — 103,095 Total liabilities 725,943 9,646 332,103 (230,523 ) 837,169 Shareholders’ equity 663,247 737,564 506,988 (1,244,552 ) 663,247 Total liabilities and shareholders’ equity $ 1,389,190 $ 747,210 $ 839,091 $ (1,475,075 ) $ 1,500,416 Condensed Consolidating Statement of Cash Flows for the Three months ended March 31, 2016 In thousands Parent Guarantors Non Adjustments/ Consolidated Net cash provided (used) by Operating activities $ 10,563 $ (74 ) $ 952 $ — $ 11,441 Investing activities Expenditures for purchases of plant, equipment and timberlands (22,297 ) (13,686 ) (7,311 ) — (43,294 ) Proceeds from disposal plant, equipment and timberlands, net 21 — 12 — 33 Repayments from intercompany loans — 4,000 — (4,000 ) — Advances of intercompany loans — (3,210 ) — 3,210 — Intercompany capital contributed (17,000 ) (500 ) — 17,500 — Other (300 ) — — — (300 ) Total investing activities (39,576 ) (13,396 ) (7,299 ) 16,710 (43,561 ) Financing activities Net repayments of indebtedness — — (1,926 ) — (1,926 ) Payments of borrowing costs (51 ) — — — (51 ) Payment of dividends to shareholders (5,231 ) — — — (5,231 ) Repayments of intercompany loans — — (4,000 ) 4,000 — Borrowings of intercompany loans 3,210 — — (3,210 ) — Intercompany capital (returned) received — 17,000 500 (17,500 ) — Proceeds from government grants 1,861 2,000 — — 3,861 Payments related to share-based compensation awards and other (751 ) — — — (751 ) Total financing activities (962 ) 19,000 (5,426 ) (16,710 ) (4,098 ) Effect of exchange rate on cash — — 1,176 — 1,176 Net increase (decrease) in cash (29,975 ) 5,530 (10,597 ) — (35,042 ) Cash at the beginning of period 59,130 465 45,709 — 105,304 Cash at the end of period $ 29,155 $ 5,995 $ 35,112 $ — $ 70,262 Condensed Consolidating Statement of Cash Flows for the Three months ended March 31, 2015 In thousands Parent Guarantors Non Adjustments/ Consolidated Net cash provided (used) by Operating activities $ (975 ) $ (3 ) $ 3,133 $ — $ 2,155 Investing activities Expenditures for purchases of plant, equipment and timberlands (14,513 ) — (7,236 ) — (21,749 ) Proceeds from disposal plant, equipment and timberlands, net 1,513 1,213 — — 2,726 Repayments from intercompany loans — 31,556 — (31,556 ) — Advances of intercompany loans — (30,690 ) — 30,690 — Other (1,600 ) — — — (1,600 ) Total investing activities (14,600 ) 2,079 (7,236 ) (866 ) (20,623 ) Financing activities Payments of borrowing costs (1,008 ) — — — (1,008 ) Payment of dividends to shareholders (4,774 ) — — — (4,774 ) Repayments of intercompany loans — — (31,556 ) 31,556 — Borrowings of intercompany loans 30,690 — — (30,690 ) — Payments related to share-based compensation awards and other (1,408 ) — — — (1,408 ) Total financing activities 23,500 — (31,556 ) 866 (7,190 ) Effect of exchange rate on cash — — (2,609 ) — (2,609 ) Net increase (decrease) in cash 7,925 2,076 (38,268 ) — (28,267 ) Cash at the beginning of period 42,208 509 57,120 — 99,837 Cash at the end of period $ 50,133 $ 2,585 $ 18,852 $ — $ 71,570 |