Supplemental Guarantor Financial Information | NOTE 25. 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’s significant 100% owned domestic subsidiaries, including Domtar Paper Company, LLC, 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., (“Guarantor Subsidiaries”), on a joint and several basis. The Guaranteed Debt is not guaranteed by certain of Domtar’s foreign and non-significant domestic subsidiaries, all 100% owned, (collectively the “Non-Guarantor Subsidiaries”). A 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 December 31, 2019 and 2018 and the Statements of Earnings (Loss) and Comprehensive Income (Loss) and Cash Flows for the years ended December 31, 2019, 2018 and 2017 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. CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Year ended AND COMPREHENSIVE INCOME December 31, 2019 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 4,292 1,944 (1,016 ) 5,220 Operating expenses Cost of sales, excluding depreciation and amortization 1 3,650 1,590 (1,016 ) 4,225 Depreciation and amortization — 207 86 — 293 Selling, general and administrative 9 244 181 — 434 Impairment of long-lived assets — 58 — — 58 Closure and restructuring costs — 40 2 — 42 Other operating (income) loss, net — (3 ) 8 — 5 10 4,196 1,867 (1,016 ) 5,057 Operating (loss) income (10 ) 96 77 — 163 Interest expense (income), net 69 80 (97 ) — 52 Non-service components of net periodic benefit cost — 2 21 — 23 (Loss) earnings before income taxes and equity loss (79 ) 14 153 — 88 Income tax (benefit) expense (17 ) (12 ) 31 — 2 Equity loss, net of taxes — 1 1 — 2 Share in earnings of equity accounted investees 146 121 — (267 ) — Net earnings 84 146 121 (267 ) 84 Other comprehensive income 74 81 49 (130 ) 74 Comprehensive income 158 227 170 (397 ) 158 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Year ended AND COMPREHENSIVE INCOME December 31, 2018 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 4,411 2,226 (1,182 ) 5,455 Operating expenses Cost of sales, excluding depreciation and amortization — 3,782 1,703 (1,182 ) 4,303 Depreciation and amortization — 216 92 — 308 Selling, general and administrative 11 108 324 — 443 Impairment of long-lived assets — 7 — — 7 Closure and restructuring costs — 6 2 — 8 Other operating (income) loss, net — (1 ) 1 — — 11 4,118 2,122 (1,182 ) 5,069 Operating (loss) income (11 ) 293 104 — 386 Interest expense (income), net 62 91 (91 ) — 62 Non-service components of net periodic benefit cost — 1 (19 ) — (18 ) (Loss) earnings before income taxes and equity loss (73 ) 201 214 — 342 Income tax (benefit) expense (20 ) 30 47 — 57 Equity loss, net of taxes — 1 1 — 2 Share in earnings of equity accounted investees 336 166 — (502 ) — Net earnings 283 336 166 (502 ) 283 Other comprehensive loss (131 ) (133 ) (110 ) 243 (131 ) Comprehensive income 152 203 56 (259 ) 152 CONDENSED CONSOLIDATING STATEMENT OF LOSS Year ended AND COMPREHENSIVE INCOME (LOSS) December 31, 2017 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 4,243 2,053 (1,148 ) 5,148 Operating expenses Cost of sales, excluding depreciation and amortization — 3,688 1,605 (1,148 ) 4,145 Depreciation and amortization — 233 88 — 321 Selling, general and administrative 9 142 293 — 444 Impairment of long-lived assets — 313 265 — 578 Closure and restructuring costs — 2 — — 2 Other operating loss (income), net — 1 (15 ) — (14 ) 9 4,379 2,236 (1,148 ) 5,476 Operating loss (9 ) (136 ) (183 ) — (328 ) Interest expense (income), net 63 86 (83 ) — 66 Non-service components of net periodic benefit cost — 1 (12 ) — (11 ) Loss before income taxes (72 ) (223 ) (88 ) — (383 ) Income tax expense (benefit) 9 (179 ) 45 — (125 ) Share in earnings of equity accounted investees (177 ) (133 ) — 310 — Net loss (258 ) (177 ) (133 ) 310 (258 ) Other comprehensive income 163 175 170 (345 ) 163 Comprehensive (loss) income (95 ) (2 ) 37 (35 ) (95 ) CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2019 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Assets Current assets Cash and cash equivalents 1 11 49 — 61 Receivables — 146 431 — 577 Inventories — 543 243 — 786 Prepaid expenses 5 17 11 — 33 Income and other taxes receivable 34 — 27 — 61 Intercompany accounts 538 547 237 (1,322 ) — Total current assets 578 1,264 998 (1,322 ) 1,518 Property, plant and equipment, net — 1,689 878 — 2,567 Operating lease right-of-use assets — 63 18 — 81 Intangible assets, net — 245 328 — 573 Investments in affiliates 3,627 2,493 — (6,120 ) — Intercompany long-term advances 5 1 1,482 (1,488 ) — Other assets 14 30 131 (11 ) 164 Total assets 4,224 5,785 3,835 (8,941 ) 4,903 Liabilities and shareholders' equity Current liabilities Bank indebtedness — 9 — — 9 Trade and other payables 57 390 258 — 705 Intercompany accounts 344 299 679 (1,322 ) — Income and other taxes payable 1 12 10 — 23 Operating lease liabilities due within one year — 21 7 — 28 Long-term debt due within one year — — 1 — 1 Total current liabilities 402 731 955 (1,322 ) 766 Long-term debt 873 — 65 — 938 Operating lease liabilities — 58 11 — 69 Intercompany long-term loans 541 946 1 (1,488 ) — Deferred income taxes and other — 324 166 (11 ) 479 Other liabilities and deferred credits 32 99 144 — 275 Shareholders' equity 2,376 3,627 2,493 (6,120 ) 2,376 Total liabilities and shareholders' equity 4,224 5,785 3,835 (8,941 ) 4,903 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Assets Current assets Cash and cash equivalents — — 111 — 111 Receivables — 146 524 — 670 Inventories — 525 237 — 762 Prepaid expenses 6 12 6 — 24 Income and other taxes receivable 1 3 18 — 22 Intercompany accounts 498 392 35 (925 ) — Total current assets 505 1,078 931 (925 ) 1,589 Property, plant and equipment, net — 1,802 803 — 2,605 Intangible assets, net — 256 341 — 597 Investments in affiliates 3,645 2,611 — (6,256 ) — Intercompany long-term advances 5 1 1,569 (1,575 ) — Other assets 18 26 104 (14 ) 134 Total assets 4,173 5,774 3,748 (8,770 ) 4,925 Liabilities and shareholders' equity Current liabilities Trade and other payables 52 464 241 — 757 Intercompany accounts 125 264 536 (925 ) — Income and other taxes payable 1 12 12 — 25 Long-term debt due within one year — — 1 — 1 Total current liabilities 178 740 790 (925 ) 783 Long-term debt 793 — 60 — 853 Intercompany long-term loans 636 938 1 (1,575 ) — Deferred income taxes and other — 335 155 (14 ) 476 Other liabilities and deferred credits 28 116 131 — 275 Shareholders' equity 2,538 3,645 2,611 (6,256 ) 2,538 Total liabilities and shareholders' equity 4,173 5,774 3,748 (8,770 ) 4,925 The Company has revised the Receivables balance within the December 31, 2018 Guarantor Subsidiaries column (decreased) and Non-Guarantor Subsidiaries column (increased) by $198 million, respectively, as receivables from third parties for the Guarantor Subsidiaries were netted with intercompany receivables. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year ended December 31, 2019 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings 84 146 121 (267 ) 84 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings 32 (93 ) 152 267 358 Cash flows provided from operating activities 116 53 273 — 442 Investing activities Additions to property, plant and equipment — (137 ) (118 ) — (255 ) Proceeds from disposals of property, plant and equipment — 1 — — 1 Cash flows used for investing activities — (136 ) (118 ) — (254 ) Financing activities Dividend payments (110 ) — — — (110 ) Stock repurchase (219 ) — — — (219 ) Net change in bank indebtedness — 9 — — 9 Change in revolving credit facility 80 — — — 80 Proceeds from receivables securitization facilities — — 205 — 205 Repayments of receivables securitization facilities — — (200 ) — (200 ) Repayments of long-term debt — — (1 ) — (1 ) Increase in long-term advances to related parties — — (220 ) 220 — Decrease in long-term advances to related parties 135 85 — (220 ) — Other (1 ) — — — (1 ) Cash flows (used for) provided from financing activities (115 ) 94 (216 ) — (237 ) Net increase (decrease) in cash and cash equivalents 1 11 (61 ) — (49 ) Impact of foreign exchange on cash — — (1 ) — (1 ) Cash and cash equivalents at beginning of year — — 111 — 111 Cash and cash equivalents at end of year 1 11 49 — 61 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year ended December 31, 2018 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings 283 336 166 (502 ) 283 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings (557 ) 434 (108 ) 502 271 Cash flows (used for) provided from operating activities (274 ) 770 58 — 554 Investing activities Additions to property, plant and equipment — (142 ) (53 ) — (195 ) Proceeds from disposals of property, plant and equipment — 1 4 — 5 Other — (2 ) (4 ) — (6 ) Cash flows used for investing activities — (143 ) (53 ) — (196 ) Financing activities Dividend payments (108 ) — — — (108 ) Proceeds from receivables securitization facilities — — 85 — 85 Repayments of receivables securitization facilities — — (60 ) — (60 ) Repayments of long-term debt — (300 ) (1 ) — (301 ) Increase in long-term advances to related parties — (341 ) (36 ) 377 — Decrease in long-term advances to related parties 377 — — (377 ) — Other 2 — — — 2 Cash flows provided from (used for) financing activities 271 (641 ) (12 ) — (382 ) Net decrease in cash and cash equivalents (3 ) (14 ) (7 ) — (24 ) Impact of foreign exchange on cash — — (4 ) — (4 ) Cash and cash equivalents at beginning of year 3 14 122 — 139 Cash and cash equivalents at end of year — — 111 — 111 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year ended December 31, 2017 Non- Guarantor Guarantor Consolidating Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Operating activities Net loss (258 ) (177 ) (133 ) 310 (258 ) Changes in operating and intercompany assets and liabilities and non-cash items, included in net loss 287 259 471 (310 ) 707 Cash flows provided from operating activities 29 82 338 — 449 Investing activities Additions to property, plant and equipment — (99 ) (83 ) — (182 ) Proceeds from disposals of property, plant and equipment and sale of business — — 19 — 19 Acquisition of business, net of cash acquired — — (8 ) — (8 ) Cash flows used for investing activities — (99 ) (72 ) — (171 ) Financing activities Dividend payments (104 ) — — — (104 ) Net change in bank indebtedness — (12 ) — — (12 ) Change in revolving credit facility (50 ) — — — (50 ) Proceeds from receivables securitization facilities — — 45 — 45 Repayments of receivables securitization facilities — — (90 ) — (90 ) Repayments of long-term debt (63 ) — (1 ) — (64 ) Increase in long-term advances to related parties — — (202 ) 202 — Decrease in long-term advances to related parties 173 29 — (202 ) — Other 1 — — — 1 Cash flows (used for) provided from financing activities (43 ) 17 (248 ) — (274 ) Net (decrease) increase in cash and cash equivalents (14 ) — 18 — 4 Impact of foreign exchange on cash — — 10 — 10 Cash and cash equivalents at beginning of year 17 14 94 — 125 Cash and cash equivalents at end of year 3 14 122 — 139 |