Supplemental Guarantor Financial Information | NOTE 18. _________________ 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 June 30, 2020 and December 31, 2019, the Statements of Earnings (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2020 and 2019 and the Statements of Cash Flows for the six months ended June 30, 2020 and 2019 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, 2020 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating (LOSS) AND COMPREHENSIVE INCOME (LOSS) Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 812 419 (219 ) 1,012 Operating expenses Cost of sales, excluding depreciation and amortization — 743 313 (219 ) 837 Depreciation and amortization — 50 21 — 71 Selling, general and administrative 3 46 44 — 93 Closure and restructuring costs — 1 — — 1 Other operating loss (income), net 1 — (5 ) — (4 ) 4 840 373 (219 ) 998 Operating (loss) income (4 ) (28 ) 46 — 14 Interest expense (income), net 16 19 (20 ) — 15 Non-service components of net periodic benefit cost — (3 ) (2 ) — (5 ) (Loss) earnings before income taxes (20 ) (44 ) 68 — 4 Income tax (benefit) expense (92 ) (103 ) 180 — (15 ) Share in earnings of equity accounted investees (53 ) (112 ) — 165 — Net earnings (loss) 19 (53 ) (112 ) 165 19 Other comprehensive income 76 74 40 (114 ) 76 Comprehensive income (loss) 95 21 (72 ) 51 95 For the six months ended June 30, 2020 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS) Guarantor Guarantor Consolidating AND COMPREHENSIVE LOSS Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 1,857 884 (451 ) 2,290 Operating expenses Cost of sales, excluding depreciation and amortization — 1,690 681 (451 ) 1,920 Depreciation and amortization — 101 42 — 143 Selling, general and administrative 5 72 118 — 195 Closure and restructuring costs — 1 — — 1 Other operating loss (income), net 1 4 (7 ) — (2 ) 6 1,868 834 (451 ) 2,257 Operating (loss) income (6 ) (11 ) 50 — 33 Interest expense (income), net 32 38 (41 ) — 29 Non-service components of net periodic benefit cost — (4 ) (5 ) — (9 ) (Loss) earnings before income taxes and equity loss (38 ) (45 ) 96 — 13 Income tax (benefit) expense (94 ) (100 ) 182 — (12 ) Equity loss, net of taxes — 1 — — 1 Share in earnings of equity accounted investees (32 ) (86 ) — 118 — Net earnings (loss) 24 (32 ) (86 ) 118 24 Other comprehensive loss (39 ) (43 ) (33 ) 76 (39 ) Comprehensive loss (15 ) (75 ) (119 ) 194 (15 ) For the three months ended June 30, 2019 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating AND COMPREHENSIVE INCOME Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 1,082 488 (253 ) 1,317 Operating expenses Cost of sales, excluding depreciation and amortization — 925 407 (253 ) 1,079 Depreciation and amortization — 53 21 — 74 Selling, general and administrative 1 55 49 — 105 Impairment of long-lived assets — 15 — — 15 Closure and restructuring costs — 8 — — 8 Other operating loss, net — — 2 — 2 1 1,056 479 (253 ) 1,283 Operating (loss) income (1 ) 26 9 — 34 Interest expense (income), net 17 22 (26 ) — 13 Non-service components of net periodic benefit cost — — (2 ) — (2 ) (Loss) earnings before income taxes (18 ) 4 37 — 23 Income tax (benefit) expense (3 ) — 8 — 5 Share in earnings of equity accounted investees 33 29 — (62 ) — Net earnings 18 33 29 (62 ) 18 Other comprehensive income 26 31 21 (52 ) 26 Comprehensive income 44 64 50 (114 ) 44 For the six months ended June 30, 2019 Non- CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Guarantor Guarantor Consolidating AND COMPREHENSIVE INCOME Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Sales — 2,208 1,019 (534 ) 2,693 Operating expenses Cost of sales, excluding depreciation and amortization — 1,855 810 (534 ) 2,131 Depreciation and amortization — 104 43 — 147 Selling, general and administrative 7 111 110 — 228 Impairment of long-lived assets — 25 — — 25 Closure and restructuring costs — 10 2 — 12 Other operating (income) loss, net — (4 ) 5 — 1 7 2,101 970 (534 ) 2,544 Operating (loss) income (7 ) 107 49 — 149 Interest expense (income), net 34 42 (50 ) — 26 Non-service components of net periodic benefit cost — — (5 ) — (5 ) (Loss) earnings before income taxes (41 ) 65 104 — 128 Income tax (benefit) expense (9 ) 14 24 — 29 Equity loss, net of taxes — — 1 — 1 Share in earnings of equity accounted investees 130 79 — (209 ) — Net earnings 98 130 79 (209 ) 98 Other comprehensive income 43 48 25 (73 ) 43 Comprehensive income 141 178 104 (282 ) 141 June 30, 2020 Non- Guarantor Guarantor Consolidating CONDENSED CONSOLIDATING BALANCE SHEET Parent Subsidiaries Subsidiaries Adjustments Consolidated $ $ $ $ $ Assets Current assets Cash and cash equivalents 24 31 69 — 124 Receivables — 144 391 — 535 Inventories — 528 239 — 767 Prepaid expenses 5 19 12 — 36 Income and other taxes receivable 128 74 20 (188 ) 34 Intercompany accounts 497 394 165 (1,056 ) — Total current assets 654 1,190 896 (1,244 ) 1,496 Property, plant and equipment, net — 1,677 832 — 2,509 Operating lease right-of-use assets — 59 15 — 74 Intangible assets, net — 240 324 — 564 Investments in affiliates 3,551 2,349 — (5,900 ) — Intercompany long-term advances 5 1 1,529 (1,535 ) — Other assets 14 26 134 (12 ) 162 Total assets 4,224 5,542 3,730 (8,691 ) 4,805 Liabilities and shareholders' equity Current liabilities Trade and other payables 29 323 213 — 565 Intercompany accounts 182 227 647 (1,056 ) — Income and other taxes payable 27 1 193 (188 ) 33 Operating lease liabilities due within one year — 22 6 — 28 Long-term debt due within one year 12 — 1 — 13 Total current liabilities 250 573 1,060 (1,244 ) 639 Long-term debt 1,080 — 9 — 1,089 Operating lease liabilities — 53 9 — 62 Intercompany long-term loans 591 943 1 (1,535 ) — Deferred income taxes and other 1 308 164 (12 ) 461 Other liabilities and deferred credits 25 114 138 — 277 Shareholders' equity 2,277 3,551 2,349 (5,900 ) 2,277 Total liabilities and shareholders' equity 4,224 5,542 3,730 (8,691 ) 4,805 December 31, 2019 Non- Guarantor Guarantor Consolidating CONDENSED CONSOLIDATING BALANCE SHEET 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 For the six months ended June 30, 2020 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings (loss) 24 (32 ) (86 ) 118 24 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings (loss) (182 ) 57 374 (118 ) 131 Cash flows (used for) provided from operating activities (158 ) 25 288 — 155 Investing activities Additions to property, plant and equipment — (61 ) (41 ) — (102 ) Acquisition of business, net of cash acquired — — (30 ) — (30 ) Cash flows used for investing activities — (61 ) (71 ) — (132 ) Financing activities Dividend payments (51 ) — — — (51 ) Stock repurchase (59 ) — — — (59 ) Net change in bank indebtedness — (10 ) — — (10 ) Change in revolving credit facility (80 ) — — — (80 ) Proceeds from receivables securitization facility — — 25 — 25 Repayments of receivables securitization facility — — (80 ) — (80 ) Issuance of long-term debt 300 — — — 300 Increase in long-term advances to related parties — — (141 ) 141 — Decrease in long-term advances to related parties 75 66 — (141 ) — Other (4 ) — — — (4 ) Cash flows provided from (used for) financing activities 181 56 (196 ) — 41 Net increase in cash and cash equivalents 23 20 21 — 64 Impact of foreign exchange on cash — — (1 ) — (1 ) Cash and cash equivalents at beginning of period 1 11 49 — 61 Cash and cash equivalents at end of period 24 31 69 — 124 For the six months ended June 30, 2019 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated $ $ $ $ $ Operating activities Net earnings 98 130 79 (209 ) 98 Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings (89 ) (116 ) 72 209 76 Cash flows from operating activities 9 14 151 — 174 Investing activities Additions to property, plant and equipment — (62 ) (39 ) — (101 ) Proceeds from disposals of property, plant and equipment — 1 — — 1 Cash flows used for investing activities — (61 ) (39 ) — (100 ) Financing activities Dividend payments (55 ) — — — (55 ) Stock repurchase (8 ) — — — (8 ) Net change in bank indebtedness — 3 — — 3 Proceeds from receivables securitization facility — — 80 — 80 Repayments of receivables securitization facility — — (110 ) — (110 ) Repayments of long-term debt — — (1 ) — (1 ) Increase in long-term advances to related parties — — (101 ) 101 — Decrease in long-term advances to related parties 56 45 — (101 ) — Other (1 ) — — — (1 ) Cash flows (used for) provided from financing activities (8 ) 48 (132 ) — (92 ) Net increase (decrease) in cash and cash equivalents 1 1 (20 ) — (18 ) Cash and cash equivalents at beginning of period — — 111 — 111 Cash and cash equivalents at end of period 1 1 91 — 93 |