Supplemental Guarantor Financial Information | NOTE 16. _________________ SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The following information is presented as required under Rule 3-10 of Regulation S-X, in connection with the Company’s issuance of debt securities that are fully and unconditionally guaranteed by Domtar Paper Company, LLC, a 100% owned subsidiary of the Company, Domtar Industries LLC (and subsidiaries, excluding Domtar Funding LLC), Domtar A.W. LLC, Attends Healthcare Products Inc., EAM Corporation, Associated Hygienic Products LLC and Home Delivery Incontinent Supplies Co., all 100% owned subsidiaries of the Company (“Guarantor Subsidiaries”), on a joint and several basis. Pursuant to the amendment and restatement of the 2016 Credit Agreement on August 18, 2016, the Guaranteed Debt will not be guaranteed by certain of Domtar’s 100% owned subsidiaries; including Domtar Delaware Holdings Inc. and its foreign subsidiaries, including Attends Healthcare Limited, Domtar Inc. and Laboratorios Indas. S.A.U.. Also excluded are Ariva Distribution Inc., Domtar Delaware Investments Inc., Domtar Delaware Holdings LLC, Domtar AI Inc., Domtar Personal Care Absorbent Hygiene Inc., Domtar Wisconsin Dam Corp. and Palmetto Enterprises LLC, (collectively the “Non-Guarantor Subsidiaries”). The subsidiary’s guarantee may be released in certain customary circumstances, such as if the subsidiary is sold or sells all of its assets, if the subsidiary’s guarantee of the Credit Agreement is terminated or released and if the requirements for legal defeasance to discharge the indenture have been satisfied. The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the Balance Sheets at June 30, 2017 and December 31, 2016, the Statements of Earnings and Comprehensive Income for the three and six months ended June 30, 2017 and 2016 and the Statements of Cash Flows for the six months ended June 30, 2017 and 2016 for Domtar Corporation (the “Parent”), and on a combined basis for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries. The supplemental condensed consolidating financial information reflects the investments of the Parent in the Guarantor Subsidiaries, as well as the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, using the equity method. For the three months ended June 30, 2017 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating AND COMPREHENSIVE INCOME Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 1,011 499 (286 ) 1,224 Operating expenses Cost of sales, excluding depreciation and amortization — 878 376 (286 ) 968 Depreciation and amortization — 58 21 — 79 Selling, general and administrative 2 31 78 — 111 Other operating loss, net — — 2 — 2 2 967 477 (286 ) 1,160 Operating (loss) income (2 ) 44 22 — 64 Interest expense (income), net 16 22 (21 ) — 17 (Loss) earnings before income taxes (18 ) 22 43 — 47 Income tax (benefit) expense (5 ) 3 11 — 9 Share in earnings of equity accounted investees 51 32 — (83 ) — Net earnings 38 51 32 (83 ) 38 Other comprehensive income 71 76 69 (145 ) 71 Comprehensive income 109 127 101 (228 ) 109 For the six months ended June 30, 2017 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating AND COMPREHENSIVE INCOME Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 2,097 1,015 (584 ) 2,528 Operating expenses Cost of sales, excluding depreciation and amortization — 1,848 779 (584 ) 2,043 Depreciation and amortization — 117 42 — 159 Selling, general and administrative 4 64 151 — 219 Other operating (income) loss, net — (2 ) 3 — 1 4 2,027 975 (584 ) 2,422 Operating (loss) income (4 ) 70 40 — 106 Interest expense (income), net 33 42 (41 ) — 34 (Loss) earnings before income taxes (37 ) 28 81 — 72 Income tax (benefit) expense (9 ) 5 18 — 14 Share in earnings of equity accounted investees 86 63 — (149 ) — Net earnings 58 86 63 (149 ) 58 Other comprehensive income 85 94 85 (179 ) 85 Comprehensive income 143 180 148 (328 ) 143 For the three months ended June 30, 2016 Non- CONDENSED CONSOLIDATING STATEMENT OF Guarantor Guarantor Consolidating EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS) Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 1,040 498 (271 ) 1,267 Operating expenses Cost of sales, excluding depreciation and amortization — 874 410 (271 ) 1,013 Depreciation and amortization — 63 24 — 87 Selling, general and administrative 2 25 77 — 104 Impairment of property, plant and equipment — 3 — — 3 Closure and restructuring costs — 21 — — 21 Other operating loss (income), net 1 (1 ) — — — 3 985 511 (271 ) 1,228 Operating (loss) income (3 ) 55 (13 ) — 39 Interest expense (income), net 16 7 (8 ) — 15 (Loss) earnings before income taxes (19 ) 48 (5 ) — 24 Income tax (benefit) expense (5 ) 12 (1 ) — 6 Share in earnings of equity accounted investees 32 (4 ) — (28 ) — Net earnings (loss) 18 32 (4 ) (28 ) 18 Other comprehensive loss (14 ) (25 ) (29 ) 54 (14 ) Comprehensive income (loss) 4 7 (33 ) 26 4 For the six months ended June 30, 2016 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating AND COMPREHENSIVE INCOME Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 2,106 1,019 (571 ) 2,554 Operating expenses Cost of sales, excluding depreciation and amortization — 1,846 788 (571 ) 2,063 Depreciation and amortization — 128 48 — 176 Selling, general and administrative 10 52 145 — 207 Impairment of property, plant and equipment — 24 — — 24 Closure and restructuring costs — 23 — — 23 Other operating loss (income), net 1 (1 ) 4 — 4 11 2,072 985 (571 ) 2,497 Operating (loss) income (11 ) 34 34 — 57 Interest expense (income), net 32 16 (16 ) — 32 (Loss) earnings before income taxes (43 ) 18 50 — 25 Income tax (benefit) expense (10 ) 4 9 — 3 Share in earnings of equity accounted investees 55 41 — (96 ) — Net earnings 22 55 41 (96 ) 22 Other comprehensive income 100 90 56 (146 ) 100 Comprehensive income 122 145 97 (242 ) 122 June 30, 2017 Non- Guarantor Guarantor Consolidating CONDENSED CONSOLIDATING BALANCE SHEET Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Assets Current assets Cash and cash equivalents 1 8 115 — 124 Receivables — 280 333 — 613 Inventories — 521 238 — 759 Prepaid expenses 9 20 12 — 41 Income and other taxes receivable — 10 14 (6 ) 18 Intercompany accounts 281 289 42 (612 ) — Total current assets 291 1,128 754 (618 ) 1,555 Property, plant and equipment, net — 1,920 859 — 2,779 Goodwill — 313 256 — 569 Intangible assets, net — 273 352 — 625 Investments in affiliates 4,156 2,798 — (6,954 ) — Intercompany long-term advances 6 81 1,444 (1,531 ) — Other assets 36 — 126 (23 ) 139 Total assets 4,489 6,513 3,791 (9,126 ) 5,667 Liabilities and shareholders' equity Current liabilities Trade and other payables 48 350 229 — 627 Intercompany accounts 235 55 322 (612 ) — Income and other taxes payable 17 — 17 (6 ) 28 Long-term debt due within one year — — 1 — 1 Total current liabilities 300 405 569 (618 ) 656 Long-term debt 812 298 93 — 1,203 Intercompany long-term loans 588 942 1 (1,531 ) — Deferred income taxes and other — 540 160 (23 ) 677 Other liabilities and deferred credits 19 172 170 — 361 Shareholders' equity 2,770 4,156 2,798 (6,954 ) 2,770 Total liabilities and shareholders' equity 4,489 6,513 3,791 (9,126 ) 5,667 December 31, 2016 Non- Guarantor Guarantor Consolidating CONDENSED CONSOLIDATING BALANCE SHEET Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Assets Current assets Cash and cash equivalents 17 14 94 — 125 Receivables — 305 308 — 613 Inventories — 548 211 — 759 Prepaid expenses 15 19 6 — 40 Income and other taxes receivable — 16 15 — 31 Intercompany accounts 331 184 47 (562 ) — Total current assets 363 1,086 681 (562 ) 1,568 Property, plant and equipment, net — 2,000 825 — 2,825 Goodwill — 313 237 — 550 Intangible assets, net — 279 329 — 608 Investments in affiliates 3,976 2,678 — (6,654 ) — Intercompany long-term advances 6 80 1,411 (1,497 ) — Other assets 15 18 103 (7 ) 129 Total assets 4,360 6,454 3,586 (8,720 ) 5,680 Liabilities and shareholders' equity Current liabilities Bank indebtedness — 12 — — 12 Trade and other payables 48 391 217 — 656 Intercompany accounts 136 115 311 (562 ) — Income and other taxes payable 16 — 6 — 22 Long-term debt due within one year 63 — — — 63 Total current liabilities 263 518 534 (562 ) 753 Long-term debt 841 299 78 — 1,218 Intercompany long-term loans 560 937 — (1,497 ) — Deferred income taxes and other — 556 126 (7 ) 675 Other liabilities and deferred credits 20 168 170 — 358 Shareholders' equity 2,676 3,976 2,678 (6,654 ) 2,676 Total liabilities and shareholders' equity 4,360 6,454 3,586 (8,720 ) 5,680 For the six months ended June 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings 58 86 63 (149 ) 58 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings 77 (107 ) 35 149 154 Cash flows provided from (used for) operating activities 135 (21 ) 98 — 212 Investing activities Additions to property, plant and equipment — (39 ) (32 ) — (71 ) Cash flows used for investing activities — (39 ) (32 ) — (71 ) Financing activities Dividend payments (52 ) — — — (52 ) Net change in bank indebtedness — (12 ) — — (12 ) Change in revolving credit facility (30 ) — — — (30 ) Proceeds from receivables securitization facility — — 25 — 25 Repayments of receivables securitization facility — — (15 ) — (15 ) Repayments of long-term debt (63 ) — — — (63 ) Increase in long-term advances to related parties (5 ) — (61 ) 66 — Decrease in long-term advances to related parties — 66 — (66 ) — Other (1 ) — — — (1 ) Cash flows (used for) provided from financing activities (151 ) 54 (51 ) — (148 ) Net (decrease) increase in cash and cash equivalents (16 ) (6 ) 15 — (7 ) Impact of foreign exchange on cash — — 6 — 6 Cash and cash equivalents at beginning of period 17 14 94 — 125 Cash and cash equivalents at end of period 1 8 115 — 124 For the six months ended June 30, 2016 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings 22 55 41 (96 ) 22 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings 24 108 (35 ) 96 193 Cash flows from operating activities 46 163 6 — 215 Investing activities Additions to property, plant and equipment — (184 ) (35 ) — (219 ) Acquisition of business, net of cash acquired — (1 ) — — (1 ) Cash flows used for investing activities — (185 ) (35 ) — (220 ) Financing activities Dividend payments (50 ) — — — (50 ) Stock repurchase (10 ) — — — (10 ) Net change in bank indebtedness — 1 — — 1 Change in revolving credit facility (50 ) — — — (50 ) Proceeds from receivables securitization facility — — 120 — 120 Repayments of receivables securitization facility — — (20 ) — (20 ) Repayments of long-term debt — (1 ) — — (1 ) Increase in long-term advances to related parties — — (60 ) 60 — Decrease in long-term advances to related parties 34 26 — (60 ) — Other (1 ) — — — (1 ) Cash flows (used for) provided from financing activities (77 ) 26 40 — (11 ) Net (decrease) increase in cash and cash equivalents (31 ) 4 11 — (16 ) Impact of foreign exchange on cash — — 1 — 1 Cash and cash equivalents at beginning of period 49 2 75 — 126 Cash and cash equivalents at end of period 18 6 87 — 111 |