RESULTS OF OPERATIONS



You should read the following discussion of our financial condition and results
of operations in conjunction with the financial statements and the notes thereto
included elsewhere in this annual report. Our discussion and analysis of 2019
compared to 2018 is included herein. For discussion and analysis of 2018
compared to 2017, please refer to   Item 7 of Part II, "Management's Discussion
and Analysis of Financial Condition and Results of Operations"   in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the United States Securities and Exchange Commission on February 25, 2019
and is incorporated herein by reference.

Forward-Looking Statements  This Annual Report on Form 10-K includes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact, including statements regarding industry prospects and future
consolidated financial position or results of operations, made in this Report on
Form 10-K are forward looking. We use words such as "anticipates", "believes",
"expects", "future", "intends" and similar expressions to identify
forward-looking statements. Forward-looking statements reflect management's
current expectations and are inherently uncertain. Our actual results may differ
significantly from such expectations. The following discussion includes
forward-looking statements regarding expectations of, among others,
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 or the pricing thereof, product

substitution or the impact of unplanned market-related downtime;

ii. the impact of competition, both domestic and international, changes in

industry production capacity, including the construction of new machines or

mills, idling of machines or the closing of mills and incremental changes due

to capital expenditures or productivity increases;

iii. risks associated with our international operations, including local/regional

economic and political environments and fluctuations in currency exchange

rates;

iv. geopolitical events, including Russia, Ukraine and Philippines;

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

vi. changes in the price or availability of raw materials we use, particularly

pulp, pulp substitutes, synthetic pulp, specialty fibers and abaca fiber;

vii. changes in energy-related prices and the price of commodity raw materials

with an energy component;

viii. the impact of unplanned production interruptions at our facilities or at

any of our key suppliers;

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

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

customers;

xi. unfavorable outcomes or unforeseen costs with respect to our ongoing

obligations for the Fox River environmental matter;

xii. the impact of war and terrorism;

xiii. the impact of unfavorable outcomes of audits by various state, federal or

international tax authorities or changes in pre-tax income and its impact

on the valuation of deferred tax assets;

xiv. enactment of adverse state, federal or foreign tax or other legislation or

changes in government policy or regulation; and

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






GLATFELTER 2019 FORM 10-K 13




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Introduction We manufacture a wide array of engineered materials and manage our company along two operating segments:

• Composite Fibers with revenue from the sale of single-serve tea and coffee

filtration papers, wallcovering base materials, composite laminate papers,

technical specialties including substrates for electrical applications, and

metallized products; and

• Airlaid Materials with revenue from the sale of airlaid nonwoven fabric-like

materials used in feminine hygiene, adult incontinence products, table top,

specialty wipes, home care products and other airlaid applications.




Specialty Papers' results of operations and financial condition are reported as
discontinued operations. The following discussion and analysis primarily focuses
on the financial results of operations and financial condition of our continuing
operations.



RESULTS OF OPERATIONS

2019 versus 2018

Overview For the year ended December 31, 2019 we reported a net loss of $21.5
million, or $0.49 per share compared with a net loss of $177.6 million, or $4.06
per diluted share in 2018. The results for 2019 reflect a number of significant
actions we undertook including corporate cost reductions, debt refinancing and
termination and settlement of our qualified pension plan. Excluding these items
from reported results, adjusted earnings, a non-GAAP measure, was $33.2 million,
or $0.75 per diluted share for 2019, compared with $9.2 million, or $0.21 per
diluted share, a year ago.

On October 31, 2018, we completed the sale of the Specialty Papers business, and
on October 1, 2018, we completed our acquisition of Georgia-Pacific's European
nonwovens business based in Steinfurt, Germany ("Steinfurt"), with annual
revenues of approximately $99 million as part of our strategic transformation to
becoming a leading global supplier of engineered materials. These actions are
all part of our strategic transformation to becoming a leading global supplier
of engineered materials.

The results discussed in the preceding paragraph are in accordance with
generally accepted accounting principles in the United States ("GAAP"). These
reported results reflect the impact of significant unusual and non-recurring
items including, among others, the results of Specialty Papers, a discontinued
operation, the cost to terminate and settle liabilities associated with our
qualified pension plan, cost optimization actions, costs of strategic
initiatives, capacity expansion and gains from timberland sales.

We generated $102.8 million of cash from operations in 2019 compared with the
use of $6.0 million a year ago. The amount reported for 2019 includes $53.4
million of cash, before tax, available to us as a result of the pension plan
termination and settlement of all liabilities. During 2019 and 2018, capital
expenditures totaled $27.8 and $42.1 million, respectively, reflecting the
completion of the airlaid capacity expansion project in early 2018.

The following table sets forth summarized GAAP-based consolidated results of
operations:



                                                   Year ended
                                                  December 31
In thousands, except per share               2019             2018
Net sales                                  $ 927,673       $  866,286
Gross profit                                 147,542          130,407
Operating income                              54,635           21,942
Continuing operations
Loss                                         (25,211 )           (448 )
Loss per share                                 (0.57 )          (0.01 )
Discontinued operations
Income (loss) from discontinued operations     3,670         (177,156 )
Earnings (loss) per share                       0.08            (4.05 )
Net loss                                     (21,541 )       (177,604 )
Loss per share                                 (0.49 )          (4.06 )




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

14

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underlying operating trends and cash flow generation. Adjusted earnings consist
of net income determined in accordance with GAAP adjusted to exclude the impact
of the following:

Discontinued Operations. In connection with the sale of the Specialty Papers
business, its results of operations, including the loss recorded in connection
with the sale, are reported as discontinued operations for all periods
presented. This adjustment reflects the net results of this discontinued
operation.

Pension settlement charge. This adjustment reflects a charge recorded in
connection with the termination of our qualified pension plan and the related
actions to settle all obligations to the plan's participants. The pension
settlement charge reflects the recognition of previously unrecognized losses
deferred as a component of accumulated other comprehensive losses. Since the
pension plan was fully funded, this action did not require the use of cash, but
instead was accomplished through the use or transfer of plan assets.

Cost optimization actions. These adjustments reflect charges incurred in
connection with initiatives to optimize the cost structure of the Company
including costs related to the organizational change to a functional operating
model. The costs are primarily related to executive separation, other headcount
reductions, professional fees, asset write-offs and certain contract termination
costs. These adjustments, which have occurred at various times in the past, are
irregular in timing and relate to specific identified programs to reduce or
optimize the cost structure of a particular operating segment or the corporate
function.

Strategic initiatives. These adjustments primarily reflect one-time professional
and legal fees incurred directly related to evaluating and executing certain
strategic initiatives, acquisition transaction costs and, in 2018, a currency
translation gain on acquisition financing.

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

Debt refinancing costs. Represents a charge to write-off unamortized debt issuance costs in connection with the redemption of the Company's $250 million, 5.375% Notes.

Fox River environmental matter. This adjustment excludes a gain and reflects a
decrease in the Company's overall reserve for the Fox River matter primarily due
to the resolution of the litigation in the first quarter of 2019.

Timberland sales and related costs. This adjustment excludes 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.

U.S. Tax Reform. This adjustment reflects amounts recorded estimating the impact
of the TCJA which was signed into law on December 22, 2017. The TCJA includes,
among many provisions, a tax on the mandatory repatriation of earnings of the
Company's non-U.S. subsidiaries and a change in the corporate tax rate from 35%
to 21%.

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

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 years ended December 31, 2019 and 2018 :







GLATFELTER 2019 FORM 10-K 15




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                                                          Year ended December 31
                                                    2019                         2018
In thousands, except per share              Amount          EPS          Amount          EPS
Net income                                 $ (21,541 )   $   (0.49 )     (177,604 )   $   (4.06 )
Exclude: Net income from discontinued
operations                                    (3,670 )       (0.08 )      177,156          4.05
Loss from continuing operations              (25,211 )       (0.57 )         (448 )       (0.01 )
Adjustments (pre-tax)
Pension settlement charge                     75,326                            -
Cost optimization actions                      8,583                          440
Airlaid capacity expansion costs               1,014                        7,072
Debt refinancing                                 992                            -
Strategic initiatives                            249                        5,898
Fox River environmental matter                (2,509 )                      

-


Timberland sales and related costs            (1,572 )                     (3,225 )
Total adjustments (pre-tax)                   82,083                       10,185
Income taxes (1)                             (23,722 )                          6
U.S. Tax Reform                                    -                         (545 )
Total after-tax adjustments                   58,361          1.32          9,646          0.22
Adjusted earnings                          $  33,150     $    0.75     $    9,198     $    0.21

(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.




Segment Financial Performance



Year ended December
31                                                                            Other and
Dollars in millions   Composite Fibers          Airlaid Materials            Unallocated                 Total
                      2019         2018          2019         2018         2019        2018        2019        2018
Net sales           $   521.7     $ 554.9     $    406.0     $ 311.4     $      -     $     -     $ 927.7     $ 866.3
Cost of products
sold                    432.2       462.3          346.6       269.3          1.3         4.3       780.1       735.9
Gross profit (loss)      89.5        92.6           59.4        42.1         (1.3 )      (4.3 )     147.6       130.4
SG&A                     41.6        44.2           18.3        12.2         35.1        55.3        95.0       111.7
Gains on
dispositions of
plant,
  equipment and
timberlands, net            -           -              -           -         (2.1 )      (3.3 )      (2.1 )      (3.3 )
Total operating
income (loss)            47.9        48.4           41.1        29.9        (34.3 )     (56.3 )      54.6        21.9
Non-operating
expense                     -           -              -           -        (89.1 )     (14.7 )     (89.1 )     (14.7 )
Income (loss)
before income taxes $    47.9     $  48.4     $     41.1     $  29.9     $ (123.4 )   $ (71.0 )   $ (34.5 )   $   7.3
Supplementary Data
Net tons sold
(thousands)             133.5       143.8          137.6       104.8            -           -       271.1       248.6
Depreciation,
depletion and
  amortization      $    26.2     $  28.3     $     21.1     $  14.9     $ 

  3.5     $   4.3     $  50.8     $  47.5
Capital
expenditures             12.0        15.7           13.7        21.6          2.1         4.8        27.8        42.1

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

16

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

Management evaluates results of operations of the segments before 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 operating segments and the extent of cash flow
generated from these core operations. Such amounts are presented under the
caption "Other and Unallocated." In the evaluation of operating segment results,
management does not use any measures of total assets. This presentation is
aligned with the management and operating structure of our company. It is also
on this basis that the Company's performance is evaluated internally and by the
Company's Board of Directors.

Sales and Costs of Products Sold





                                              Year ended
                                              December 31
In thousands                             2019            2018         Change
Net sales                              $ 927,673       $ 866,286     $ 61,387
Costs of products sold                   780,131         735,879       44,252
Gross profit                           $ 147,542       $ 130,407     $ 17,135

Gross profit as a percent of Net sales 15.9 % 15.1 %






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



                       Year ended
                       December 31
Percent of Total   2019          2018
Segment
Composite Fibers     56.2 %        64.1 %
Airlaid Materials    43.8          35.9
Total               100.0 %       100.0 %




Net sales on a consolidated basis totaled $927.7 million and $866.3 million in
2019 and 2018, respectively. The $61.4 million increase was primarily driven by
the Steinfurt acquisition, which contributed $71.0 million in the comparison,
and partially offset by $31.4 million of unfavorable currency translation.
Shipping volumes increased 9.1%.



GLATFELTER 2019 FORM 10-K 17




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Composite Fibers' net sales decreased $33.2 million, or 6.0%, and totaled $521.7
million in 2019. The decrease was primarily due to $22.8 million from
unfavorable currency translation and a 7.2% decrease in shipping volumes
reflecting weak demand for wallcover and metallized products. Slightly higher
selling prices added $2.2 million.

Composite Fibers' operating income for the year ended December 31, 2019
decreased $0.5 million to $47.9 million compared to a year ago. Lower shipping
volumes impacted results by $4.7 million and higher operating costs driven by
inflationary pressure and higher freight, adversely affected the comparison by
$2.8 million. Currency was $4.7 million favorable compared to the year-ago
period reflecting hedging instruments that matured more than offsetting the
impact of the lower Euro translation rate. The primary drivers are summarized in
the following chart (in millions):

                               [[Image Removed]]



Airlaid Materials' net sales totaled $406.0 million in 2019. Net sales increased
$94.6 million in the year-over-year comparison primarily due the Steinfurt
acquisition which contributed $71 million of the increase and an 11.0% increase
in shipping volumes from the legacy business. Selling prices and currency
translation were unfavorable by $2.7 million and $8.6 million, respectively.

Airlaid Materials' operating income totaled $41.1 million, an increase of $11.2
million, or 37.5% compared to a year ago. The increase was primarily due to
higher shipping volumes related to the Steinfurt acquisition and the additional
capacity added by the Fort Smith facility. Lower raw material and energy costs
were partially offset by lower selling prices, primarily reflecting pass-through
arrangements. The primary drivers are summarized in the following chart (in
millions):



                               [[Image Removed]]





18

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Other and Unallocated The amount of net operating expenses not allocated to an
operating segment and reported as "Other and Unallocated" in our table of
Segment Financial Performance, totaled $34.3 million for 2019 compared with
$56.3 million in 2018. The amounts presented in this category include cost
optimization actions, strategic initiatives, airlaid capacity expansion, Fox
River reserve adjustments and gains on timberland sales, all of which are
presented previously in the reconciliation of GAAP results to Adjusted earnings.
Excluding these items, unallocated expenses declined $14.8 million primarily
reflecting receipt of payments for transition services, cost control and
rightsizing initiatives and lower professional services.

Gain on Sales of Plant, Equipment and Timberlands, net During each of the past three years, we completed the following sales of assets:





Dollars in thousands   Acres    Proceeds       Gain (loss)
2019
Timberlands            1,996   $    1,705     $       1,572
Other                    n/a          493               488
Total                          $    2,198     $       2,060
2018
Timberlands            1,918   $    3,414     $       3,225
Other                    n/a           48                31
Total                          $    3,462     $       3,256
2017
Timberlands              332   $      209     $         188
Other                    n/a            9                 9
Total                          $      218     $         197




Income taxes On continuing operations, for the year ended December 31, 2019, we
recorded a $9.2 million income tax benefit on a pretax loss of $34.5 million.
The amounts for 2019 include a $23.1 million of tax benefit recorded in
connection with the $75.3 million pension settlement charge. In addition, the
income taxes in 2019 include a $3.0 million benefit due to the completion of tax
audits and the release of certain state valuation allowances. During 2018, we
recorded a provision of $7.7 million on pretax income of $7.3 million. Our
effective tax rate for 2018 was unusually high primarily due to losses from
lower taxed U.S.-based operations, together with provisions of the TCJA which
require us to provide for an additional U.S. tax on international earnings
(Global Intangible Low Taxed Income, or GILTI).

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 an estimated €140 million. For 2019 compared to 2018, the
average currency exchange rate of the euro weakened relative to the U.S. dollar
by approximately 5.2% in the year over year comparison, and the British pound
sterling to the dollar weakened by approximately 4.4%. With respect to the
British pound sterling, Canadian dollar, and Philippine peso, we have differing
amounts of inflows and outflows of these currencies, although to a lesser degree
than the euro. As a result, we are exposed to changes in currency exchange rates
and such changes could be significant. The translation of the results from
international operations into U.S. dollars is subject to changes in foreign
currency exchange rates.



GLATFELTER 2019 FORM 10-K 19


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





                             Year ended
In thousands              December 31, 2019
                              Favorable
                            (unfavorable)
Net sales                       $      (31,438 )
Costs of products sold                  35,017
SG&A expenses                            2,282
Income taxes and other                    (330 )
Net income                      $        5,531




The above table only presents the financial reporting impact of foreign currency
translations assuming currency exchange rates in 2019 were the same as 2018, or
"constant currency." It does not present the impact of certain competitive
advantages or disadvantages of operating or competing in multi-currency markets.

Discontinued Operations We completed the sale of the Specialty Papers business
on October 31, 2018. Its results of operations are reported as discontinued
operations for all periods presented. For 2019, we reported income from
discontinued operations of $3.7 million related to adjustments for post-closing
working capital, pension, the reversal of tax reserves associated with the
closure of tax matters, and other items in connection with the sale of Specialty
Papers. For the year ended December 31, 2018, we reported a net loss from
discontinued operations of $177.2 million, including a $144.1 million impairment
charge recorded in connection with the sale of the business.



LIQUIDITY AND CAPITAL RESOURCES



Our business requires expenditures for new or enhanced equipment, research and
development efforts, 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:



                                                               Year ended
                                                               December 31
In thousands                                              2019             2018

Cash and cash equivalents at beginning


  of period                                           $    142,685     $    116,219
Cash provided (used) by
Operating activities                                       102,835           (5,952 )
Investing activities                                       (27,113 )       (217,640 )
Financing activities                                       (72,774 )        (91,426 )
Effect of exchange rate changes on cash                       (269 )        

(5,564 ) Change in cash and cash equivalents from discontinued operations

                                                 (19,163 )        

347,048


Net cash provided (used)                                   (16,484 )        

26,466

Cash and cash equivalents at end of


  period                                              $    126,201     $    142,685




At December 31, 2019, we had $126.2 million in cash and cash equivalents
("cash"), of which approximately 37% was held by foreign subsidiaries. Cash held
by our foreign subsidiaries can be repatriated without incurring a significant
amount of additional taxes. The cash held at the end of 2019 includes $53.4
million received in connection with the termination of our overfunded qualified
pension plan. In 2020, after we establish an account to fund 401(k)
contributions for the next 7 years and pay excise taxes and fees, approximately
$32 million will be available for unrestricted general use.

In addition to cash, as of December 31, 2019, $74 million was available under our existing revolving credit agreement.



Cash provided by operating activities totaled $102.8 million in 2019 compared
with a use of $6.0 million a year ago. The improvement in cash from operations
primarily reflects the $53.4 million of cash from the pension settlement,
improved earnings, reduced working capital use, predominantly inventory, as well
as lower payments for interest as a result of changes in our capital debt
structure in early 2019. These improvements were partially offset by the $20.8
million payment related to the Fox River matter.

Net cash used by investing activities decreased by $190.5 million in the
year-over-year comparison as the amount for 2018 included the use of $178.9
million, net of cash acquired for the Steinfurt acquisition. Capital
expenditures totaled $27.8 million in 2019 compared with $42.1 million in 2018
reflecting lower spending due to the completion of Airlaid Materials' capacity
expansion project in early 2018. Capital expenditures are expected to total
between $30 million and $35 million in

20

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2020.



Net cash used by financing activities totaled $72.8 million in 2019 compared
with $91.4 million in 2018. The change in the year-to-year comparison primarily
reflects lower repayments of amounts outstanding under our Revolving credit
facility, partially offset by an increase of $5.6 million in term loan
repayments.

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





                                                  December 31
In thousands                                  2019            2018

Revolving credit facility, due Mar. 2020 $ - $ 114,495 Revolving credit facility, due Feb. 2024 84,255

               -
5.375% Notes, due Oct. 2020                        -         250,000
Term loan, due Feb. 2024                     240,969               -
2.40% Term Loan, due Jun. 2022                 4,012           5,725
2.05% Term Loan, due Mar. 2023                19,487          25,972
1.30% Term Loan, due Jun. 2023                 5,617           7,361
1.55% Term Loan, due Sep. 2025                 7,915           9,470
Total long-term debt                         362,255         413,023
Less current portion                         (22,940 )       (10,785 )
Unamortized deferred issuance costs           (2,396 )        (1,276 )

Long-term debt, net of current portion $ 336,919 $ 400,962






Our revolving credit facility due in February 2024, contains a number of
customary compliance covenants, the most restrictive of which is a maximum
leverage ratio of 4.0x at the end of 2019. As of December 31, 2019, the leverage
ratio, as calculated in accordance with the definition in our amended credit
agreement, was 2.2x, within the limits set forth in our credit agreement.

The table above sets forth our outstanding debt as of December 31, 2019. The
significant terms of the debt instruments are more fully discussed in Item 8 -
Financial Statements and Supplementary Data - Note 18.

In early 2019, we significantly changed our debt capital structure. In February
2019 we redeemed at par, all outstanding 5.375% Notes. In addition, on February
8, 2019, we entered into a new credit facility with a consortium of financial
institutions. The new five-year facility (the "2019 Facility") replaces our
existing Revolving credit facility and consists of a $400 million variable rate
revolver and a €220 million term loan. The other terms of the 2019 Facility are
substantially similar to our then existing Revolving credit facility.

Financing activities includes cash used for common stock dividends. In 2019, we
used $22.9 million of cash for dividends on our common stock compared with $22.8
million in 2018. 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.

During 2018, we sold Specialty Papers for net proceeds of $323 million. This
receipt and the net activities of the business are reflected in the summary
table of cash flows under the caption "Change in cash and cash equivalents from
discontinued operations."

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 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 8 - Financial Statements and Supplementary Data
- Note 22 - Commitments, Contingencies and Legal Proceedings ("Note 21"), 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 government oversight and
long-term monitoring and maintenance costs. Pursuant to a consent decree with
certain government agencies entered into in January 2019, we paid $20.5 million
for past government oversight costs. Although there remains some uncertainty as
to the amount we may ultimately be required to spend, primarily for government
oversight costs, the consent decree specifies the nature of our future
obligations.

We expect to meet all 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.


GLATFELTER 2019 FORM 10-K 21


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Off-Balance-Sheet Arrangements  As of December 31, 2019 and 2018, we had not
entered into any off-balance-sheet arrangements. Financial derivative
instruments, to which we are a party, and guarantees of indebtedness, which
solely consist of obligations of subsidiaries and a partnership, are reflected
in the consolidated balance sheets included herein in Item 8 - Financial
Statements and Supplementary Data.

Contractual Obligations  The following table sets forth contractual obligations
as of December 31, 2019:



                                                                   Payments due during the year ending December 31,
In millions                            Total           2020              2021 to 2022          2023 to 2024        2025 and beyond
Long-term debt (1)                   $     381     $         28         $           54         $         298       $              1
Operating leases (2)                        18                5                      7                     2                      4
Purchase obligations (3)                   119               87                     32                     -                      -
Other long term obligations (4), (5)        52                4                      6                     5                     37
Total                                $     570     $        124         $           99         $         305       $             42



(1) Represents contractual principal and interest payments due on long-term debt.

The amounts include expected interest payments of $19 million over the term

of the underlying debt instruments based contractual or current market rates

in the case of variable rate instruments.

(2) Represents agreements for the lease of production equipment, warehouse space,

facilities, automobiles, and office space.

(3) Represents open purchase orders and other obligations, primarily for raw


    material and energy supply contracts. In certain situations, prices are
    subject to variations based on market prices. In such situations, the
    information above is based on prices in effect at December 31, 2019.

(4) Primarily represents benefits estimated to be paid pursuant to retirement

medical plans and nonqualified pension plans.

(5) Since we are unable to reasonably estimate the timing of ultimate payment,

the amounts set forth above do not include any payments that may be made

related to uncertain tax positions, including potential interest, accounted

for in accordance with ASC 740-10-20. As discussed in more detail in Item 8 -

Financial Statements and Supplementary Data, Note 9, "Income Taxes," such


    amounts totaled $31 million at December 31, 2019.


22

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

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



Long- and indefinite-lived Assets  We evaluate the recoverability of our long-
and indefinite-lived assets, including plant, equipment, timberlands, goodwill
and other intangible assets periodically or whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
Goodwill and non-amortizing tradename intangible assets are reviewed for
impairment during the third quarter of each year. The fair value of our
reporting units, which are also our operating segments, is determined using a
market approach and a discounted cash flow model. The fair value of
non-amortizing tradename intangible assets is determined using a discounted cash
flow model. Our evaluations include a variety of qualitative factors and
analyses based on estimates of future cash flows expected to be generated from
the use of the underlying assets, trends or other determinants of fair value. If
the value of an asset determined by these evaluations is less than its carrying
amount, a loss is recognized for the difference between the fair value and the
carrying value of the asset. Future adverse changes in market conditions or poor
operating results of the related business may indicate an inability to recover
the carrying value of the assets, thereby possibly requiring an impairment
charge in the future.

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

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



                                                       2019         2018         2017
Pension plans
Weighted average discount rate for benefit expense      4.34 %       3.85 %       4.44 %
for benefit obligation                                  2.70 %       4.34 %       3.85 %
Expected long-term rate of return on plan assets(1)     4.50 %       7.25 %       7.25 %
Rate of compensation increase                           2.50 %       3.00 %       3.00 %
Post-employment medical
Weighted average discount rate for benefit expense      4.19 %       3.68 %       4.18 %
for benefit obligation                                  3.11 %       4.19 %       3.68 %
Health care cost trend rate assumed for next year       5.60 %       5.90 %       6.20 %
Ultimate cost trend rate                                4.50 %       4.50 %       4.50 %
Year that the ultimate cost trend rate is reached       2037         2037         2037



(1) For 2019, the expected long-term rate of return on plan assets was reduced to

4.50% due, in part, to a change in the investment allocation of plan assets.




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


GLATFELTER 2019 FORM 10-K 23


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

Income Taxes  We record the estimated future tax effects of temporary
differences between the tax bases of assets and liabilities and amounts reported
in our consolidated balance sheets, as well as operating loss and tax credit
carry forwards. These deferred tax assets and liabilities are measured using
enacted tax rates and laws that will be in effect when such amounts are expected
to reverse or be utilized. We regularly review our deferred tax assets for
recoverability based on historical taxable income, projected future taxable
income, the expected timing of the reversals of existing temporary differences
and tax planning strategies. If we are unable to generate sufficient future
taxable income, or if there is a material change in the actual effective tax
rates or time period within which the underlying temporary differences become
taxable or deductible, we could be required to increase the valuation allowance
against our deferred tax assets, which may result in a substantial increase in
our effective tax rate and a material adverse impact on our reported results.

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

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

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