23.	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., Glatfelter Advance Materials N.A., Inc., 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 years ended December 31, 2016, 2015 and 2014 and our condensed consolidating balance sheets as of December 31, 2016 and 2015.

Condensed Consolidating Statement of Income for the

year ended December 31, 2016

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	843,582		$	75,000		$	755,860		$	(69,645	)	$	1,604,797
Energy and related sales, net		6,141			—			—			—			6,141
Total revenues		849,723			75,000			755,860			(69,645	)		1,610,938
Costs of products sold		763,109			70,991			627,880			(69,645	)		1,392,335
Gross profit		86,614			4,009			127,980			—			218,603
Selling, general and administrative
expenses		133,387			(156	)		57,463			—			190,694
Loss on dispositions of plant
equipment and timberlands, net		177			—			39			—			216
Operating income (loss)		(46,950	)		4,165			70,478			—			27,693
Other non-operating
income (expense)
Interest expense		(17,436	)		(41	)		(3,060	)		4,715			(15,822	)
Interest income		687			4,177			57			(4,715	)		206
Equity in earnings of subsidiaries		61,007			58,347			—			(119,354	)		—
Other, net		(2,312	)		(3,966	)		5,007			—			(1,271	)
Total other non-operating
income (expense)		41,946			58,517			2,004			(119,354	)		(16,887	)
Income (loss) before income taxes		(5,004	)		62,682			72,482			(119,354	)		10,806
Income tax provision (benefit)		(26,558	)		1,675			14,135			—			(10,748	)
Net income		21,554			61,007			58,347			(119,354	)		21,554
Other comprehensive loss		(14,120	)		(25,916	)		(25,176	)		51,092			(14,120	)
Comprehensive income	$	7,434		$	35,091		$	33,171		$	(68,262	)	$	7,434

Condensed Consolidating Statement of Income for the

year ended December 31, 2015

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	875,026		$	84,704		$	779,380		$	(78,026	)	$	1,661,084
Energy and related sales, net		5,664			—			—			—			5,664
Total revenues		880,690			84,704			779,380			(78,026	)		1,666,748
Costs of products sold		811,329			80,455			650,025			(78,026	)		1,463,783
Gross profit		69,361			4,249			129,355			—			202,965
Selling, general and administrative
expenses		71,751			821			55,134			—			127,706
Gain on dispositions of plant
equipment and timberlands, net		(19,720	)		(1,183	)		(210	)		—			(21,113	)
Operating income		17,330			4,611			74,431			—			96,372
Other non-operating
income (expense)
Interest expense		(18,147	)		—			(36,859	)		37,542			(17,464	)
Interest income		673			37,127			26			(37,543	)		283
Equity in earnings of subsidiaries		61,946			24,737			—			(86,683	)		—
Other, net		(3,389	)		(1,471	)		4,245			—			(615	)
Total other non-operating
income (expense)		41,083			60,393			(32,588	)		(86,684	)		(17,796	)
Income before income taxes		58,413			65,004			41,843			(86,684	)		78,576
Income tax provision (benefit)		(6,162	)		2,922			17,241			—			14,001
Net income		64,575			62,082			24,602			(86,684	)		64,575
Other comprehensive income (loss)		(35,616	)		(41,010	)		29,680			11,330			(35,616	)
Comprehensive income	$	28,959		$	21,072		$	54,282		$	(75,354	)	$	28,959

Condensed Consolidating Statement of Income for the

year ended December 31, 2014

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net sales	$	902,892		$	78,077		$	897,363		$	(75,917	)	$	1,802,415
Energy and related sales, net		7,927			—			—			—			7,927
Total revenues		910,819			78,077			897,363			(75,917	)		1,810,342
Costs of products sold		830,710			74,414			745,981			(75,917	)		1,575,188
Gross profit		80,109			3,663			151,382			—			235,154
Selling, general and administrative
expenses		67,086			1,765			64,384			—			133,235
Gain on dispositions of plant
equipment and timberlands, net		(3,545	)		(1,316	)		—			—			(4,861	)
Operating income		16,568			3,214			86,998			—			106,780
Other non-operating
income (expense)
Interest expense		(19,105	)		—			(102,571	)		102,755			(18,921	)
Interest income		638			102,241			36			(102,756	)		159
Equity in earnings of subsidiaries		67,590			(34,265	)		—			(33,325	)		—
Other, net		(1,366	)		317			414			—			(635	)
Total other non-operating
income (expense)		47,757			68,293			(102,121	)		(33,326	)		(19,397	)
Income (loss) before income taxes		64,325			71,507			(15,123	)		(33,326	)		87,383
Income tax provision (benefit)		(4,921	)		3,916			19,142			—			18,137
Net income (loss)		69,246			67,591			(34,265	)		(33,326	)		69,246
Other comprehensive income (loss)		(79,513	)		(40,704	)		28,840			11,864			(79,513	)
Comprehensive income (loss)	$	(10,267	)	$	26,887		$	(5,425	)	$	(21,462	)	$	(10,267	)

Condensed Consolidating Balance Sheet as of December 31, 2016

In thousands	Parent Company		Guarantors			Non Guarantors		Adjustments/ Eliminations			Consolidated
Assets
Cash and cash equivalents	$	5,082	$	1,461		$	48,901	$	—		$	55,444
Other current assets		206,002		256,289			242,187		(265,663	)		438,815
Plant, equipment and timberlands, net		360,521		31,455			383,922		—			775,898
Investments in subsidiaries		789,565		540,029			—		(1,329,594	)		—
Other assets		123,010		—			128,092		—			251,102
Total assets	$	1,484,180	$	829,234		$	803,102	$	(1,595,257	)	$	1,521,259
Liabilities and Shareholders' Equity
Current liabilities	$	426,628	$	26,085		$	135,961	$	(265,663	)	$	323,011
Long-term debt		283,686		14,000			65,961		—			363,647
Deferred income taxes		10,221		(729	)		45,503		—			54,995
Other long-term liabilities		109,819		313			15,648		—			125,780
Total liabilities		830,354		39,669			263,073		(265,663	)		867,433
Shareholders’ equity		653,826		789,565			540,029		(1,329,594	)		653,826
Total liabilities and shareholders’ equity	$	1,484,180	$	829,234		$	803,102	$	(1,595,257	)	$	1,521,259

Condensed Consolidating Balance Sheet as of December 31, 2015

In thousands	Parent Company		Guarantors			Non Guarantors		Adjustments/ Eliminations			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 year

ended December 31, 2016

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net cash provided (used) by
Operating activities	$	33,109		$	1,275		$	81,726		$	—		$	116,110
Investing activities
Expenditures for purchases of plant, equipment and timberlands		(104,595	)		(30,682	)		(24,881	)		—			(160,158	)
Proceeds from disposals of plant, equipment and timberlands, net		41			—			29			—			70
Repayments from intercompany loans		—			15,601			—			(15,601	)		—
Advances of intercompany loans		—			(18,330	)		—			18,330			—
Intercompany capital contributed		(17,000	)		(500	)		—			17,500			—
Other		(800	)		—			—			—			(800	)
Total investing activities		(122,354	)		(33,911	)		(24,852	)		20,229			(160,888	)
Financing activities
Net long-term borrowings		36,000			14,000			(35,886	)		—			14,114
Payments of borrowing costs		(136	)		—			—			—			(136	)
Payment of dividends to shareholders		(21,589	)		—			—			—			(21,589	)
Repayments of intercompany loans		—			—			(15,601	)		15,601			—
Borrowings of intercompany loans		18,330			—			—			(18,330	)		—
Intercompany capital (returned) received		—			17,000			500			(17,500	)		—
Payment of intercompany dividend		—			632			(632	)		-			—
Proceeds from government grants		3,582			2,000			—			—			5,582
Payments related to share-based compensation awards and other		(990	)		—			—			—			(990	)
Total financing activities		35,197			33,632			(51,619	)		(20,229	)		(3,019	)
Effect of exchange rate on cash		—			—			(2,063	)		—			(2,063	)
Net increase (decrease) in cash		(54,048	)		996			3,192			—			(49,860	)
Cash at the beginning of period		59,130			465			45,709			—			105,304
Cash at the end of period	$	5,082		$	1,461		$	48,901		$	—		$	55,444

Condensed Consolidating Statement of Cash Flows for the year

ended December 31, 2015

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net cash provided (used) by
Operating activities	$	34,391		$	627		$	98,725		$	—		$	133,743
Investing activities
Expenditures for purchases of plant, equipment and timberlands		(65,265	)		(109	)		(34,515	)		—			(99,889	)
Proceeds from disposals of plant, equipment and timberlands, net		22,741			1,213			505			—			24,459
Repayments from intercompany loans		—			57,855			—			(57,855	)		—
Advances of intercompany loans		—			(49,230	)		—			49,230			—
Intercompany capital (contributed) returned		10,100			(300	)		—			(9,800	)		—
Acquisitions, net of cash acquired		—			—			(224	)		—			(224	)
Other		(1,600	)		—			—			—			(1,600	)
Total investing activities		(34,024	)		9,429			(34,234	)		(18,425	)		(77,254	)
Financing activities
Net repayments of indebtedness		—			—			(24,650	)		—			(24,650	)
Payments of borrowing costs		(1,329	)		—			—			—			(1,329	)
Payment of dividends to shareholders		(20,443	)		—			—			—			(20,443	)
Repayments of intercompany loans		(9,158	)		—			(48,697	)		57,855			—
Borrowings of intercompany loans		49,230			—			—			(49,230	)		—
Intercompany capital (returned) received		—			(10,100	)		300			9,800			—
Proceeds from government grants		421			—			—			—			421
Payments related to share-based compensation awards and other		(2,166	)		—			151			—			(2,015	)
Total financing activities		16,555			(10,100	)		(72,896	)		18,425			(48,016	)
Effect of exchange rate on cash		—			—			(3,006	)		—			(3,006	)
Net decrease in cash		16,922			(44	)		(11,411	)		—			5,467
Cash at the beginning of period		42,208			509			57,120			—			99,837
Cash at the end of period	$	59,130		$	465		$	45,709		$	—		$	105,304

Condensed Consolidating Statement of Cash Flows for the year

ended December 31, 2014

In thousands	Parent Company			Guarantors			Non Guarantors			Adjustments/ Eliminations			Consolidated
Net cash provided (used) by
Operating activities	$	36,240		$	4,159		$	59,178		$	—		$	99,577
Investing activities
Expenditures for plant, equipment and timberlands		(34,518	)		—			(31,528	)		—			(66,046	)
Proceeds from disposal plant, equipment and timberlands, net		3,707			1,355			10			—			5,072
Repayments from intercompany loans		—			20,840			—			(20,840	)		—
Advances of intercompany loans		(12,671	)		(26,340	)		—			39,011			—
Acquisitions, net of cash acquired		—			—			(8,015	)		—			(8,015	)
Other		(600	)		—			—			—			(600	)
Total investing activities		(44,082	)		(4,145	)		(39,533	)		18,171			(69,589	)
Financing activities
Net proceeds from indebtedness		—			—			(18,128	)		—			(18,128	)
Payments of note offering costs		—			—			—			—			—
Payment of dividends to shareholders		(18,696	)		—			—			—			(18,696	)
Repurchases of common stock		(12,180	)		—			—			—			(12,180	)
Repayments of intercompany loans		—			—			(20,840	)		20,840			—
Borrowings of intercompany loans		26,340			—			12,671			(39,011	)		—
Payments related to share-based compensation awards and other		(1,630	)		—			(247	)		—			(1,877	)
Total financing activities		(6,166	)		—			(26,544	)		(18,171	)		(50,881	)
Effect of exchange rate on cash		—			—			(2,152	)		—			(2,152	)
Net increase (decrease) in cash		(14,008	)		14			(9,051	)		—			(23,045	)
Cash at the beginning of period		56,216			495			66,171			—			122,882
Cash at the end of period	$	42,208		$	509		$	57,120		$	—		$	99,837