Condensed Consolidating Financial Information | Note 13. Condensed Consolidating Financial Information The following information is presented in accordance with Rule 3-10 of Regulation S-X and the public information requirements of Rule 144 promulgated pursuant to the Securities Act of 1933 in connection with Resolute Forest Products Inc.’s 2023 Notes that are fully and unconditionally guaranteed, on a joint and several basis, by all of our 100% owned material U.S. subsidiaries (the “Guarantor Subsidiaries”). The 2023 Notes are not guaranteed by our foreign subsidiaries and our less than 100% owned U.S. subsidiaries (the “Non-guarantor Subsidiaries”). The following condensed consolidating financial information sets forth the Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 , the Balance Sheets as of June 30, 2015 and December 31, 2014 , and the Statements of Cash Flows for the six months ended June 30, 2015 and 2014 for the Parent, the Guarantor Subsidiaries on a combined basis, and the Non-guarantor Subsidiaries on a combined basis. The condensed consolidating financial information reflects the investments of the Parent in the Guarantor Subsidiaries and Non-guarantor Subsidiaries, as well as the investments of the Guarantor Subsidiaries in the Non-guarantor Subsidiaries, using the equity method of accounting. The principal consolidating adjustments are elimination entries to eliminate the investments in subsidiaries and intercompany balances and transactions. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended June 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 747 $ 559 $ (380 ) $ 926 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 676 397 (381 ) 692 Depreciation and amortization — 23 37 — 60 Distribution costs — 41 76 1 118 Selling, general and administrative expenses 3 14 23 — 40 Operating (loss) income (3 ) (7 ) 26 — 16 Interest expense (18 ) (1 ) (2 ) 10 (11 ) Other income, net — 9 2 (10 ) 1 Parent’s equity in income of subsidiaries 17 — — (17 ) — (Loss) income before income taxes (4 ) 1 26 (17 ) 6 Income tax provision — — (10 ) — (10 ) Net (loss) income including noncontrolling interests (4 ) 1 16 (17 ) (4 ) Net income attributable to noncontrolling interests — — — — — Net (loss) income attributable to Resolute Forest Products Inc. $ (4 ) $ 1 $ 16 $ (17 ) $ (4 ) Comprehensive income attributable to Resolute Forest Products Inc. $ 7 $ 1 $ 27 $ (28 ) $ 7 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME For the Six Months Ended June 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 1,498 $ 1,140 $ (792 ) $ 1,846 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 1,380 821 (791 ) 1,410 Depreciation and amortization — 46 71 — 117 Distribution costs — 82 149 — 231 Selling, general and administrative expenses 6 26 49 — 81 Closure costs, impairment and other related charges — — 6 — 6 Operating (loss) income (6 ) (36 ) 44 (1 ) 1 Interest expense (36 ) (2 ) (4 ) 19 (23 ) Other (expense) income, net (1 ) 21 5 (19 ) 6 Parent’s equity in income of subsidiaries 6 — — (6 ) — (Loss) income before income taxes (37 ) (17 ) 45 (7 ) (16 ) Income tax benefit (provision) — 4 (24 ) — (20 ) Net (loss) income including noncontrolling interests (37 ) (13 ) 21 (7 ) (36 ) Net income attributable to noncontrolling interests — — (1 ) — (1 ) Net (loss) income attributable to Resolute Forest Products Inc. $ (37 ) $ (13 ) $ 20 $ (7 ) $ (37 ) Comprehensive (loss) income attributable to Resolute Forest Products Inc. $ (16 ) $ (13 ) $ 41 $ (28 ) $ (16 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 892 $ 732 $ (533 ) $ 1,091 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 830 507 (525 ) 812 Depreciation and amortization — 23 39 — 62 Distribution costs — 42 93 (1 ) 134 Selling, general and administrative expenses 4 13 24 — 41 Closure costs, impairment and other related charges — 48 4 — 52 Net gain on disposition of assets — — (2 ) — (2 ) Operating (loss) income (4 ) (64 ) 67 (7 ) (8 ) Interest expense (18 ) (1 ) (1 ) 9 (11 ) Other income, net 1 8 20 (9 ) 20 Parent’s equity in income of subsidiaries 19 — — (19 ) — (Loss) income before income taxes (2 ) (57 ) 86 (26 ) 1 Income tax benefit (provision) — 15 (18 ) 2 (1 ) Net (loss) income including noncontrolling interests (2 ) (42 ) 68 (24 ) — Net income attributable to noncontrolling interests — — (2 ) — (2 ) Net (loss) income attributable to Resolute Forest Products Inc. $ (2 ) $ (42 ) $ 66 $ (24 ) $ (2 ) Comprehensive income (loss) attributable to Resolute Forest Products Inc. $ 25 $ (16 ) $ 67 $ (51 ) $ 25 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME For the Six Months Ended June 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 1,737 $ 1,433 $ (1,063 ) $ 2,107 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 1,650 1,039 (1,056 ) 1,633 Depreciation and amortization — 48 76 — 124 Distribution costs — 79 177 (2 ) 254 Selling, general and administrative expenses 8 22 47 — 77 Closure costs, impairment and other related charges — 50 12 — 62 Net gain on disposition of assets — — (2 ) — (2 ) Operating (loss) income (8 ) (112 ) 84 (5 ) (41 ) Interest expense (35 ) (2 ) (4 ) 18 (23 ) Other income, net — 19 6 (18 ) 7 Parent’s equity in loss of subsidiaries (9 ) — — 9 — (Loss) income before income taxes (52 ) (95 ) 86 4 (57 ) Income tax benefit (provision) — 30 (24 ) 1 7 Net (loss) income including noncontrolling interests (52 ) (65 ) 62 5 (50 ) Net income attributable to noncontrolling interests — — (2 ) — (2 ) Net (loss) income attributable to Resolute Forest Products Inc. $ (52 ) $ (65 ) $ 60 $ 5 $ (52 ) Comprehensive (loss) income attributable to Resolute Forest Products Inc. $ (1 ) $ (15 ) $ 61 $ (46 ) $ (1 ) CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 261 $ 42 $ — $ 303 Accounts receivable, net — 348 137 — 485 Accounts receivable from affiliates 3 406 176 (585 ) — Inventories, net — 252 295 (10 ) 537 Deferred income tax assets — — 65 — 65 Advance and interest receivable from parent — 40 — (40 ) — Notes receivable from affiliates — 324 — (324 ) — Other current assets — 33 32 — 65 Total current assets 3 1,664 747 (959 ) 1,455 Fixed assets, net — 732 1,212 — 1,944 Amortizable intangible assets, net — — 61 — 61 Deferred income tax assets — — 1,101 2 1,103 Notes receivable from parent — 690 — (690 ) — Investments in consolidated subsidiaries and affiliates 4,123 2,028 — (6,151 ) — Other assets 7 52 67 — 126 Total assets $ 4,133 $ 5,166 $ 3,188 $ (7,798 ) $ 4,689 Liabilities and equity Current liabilities: Accounts payable and accrued liabilities $ 5 $ 194 $ 272 $ — $ 471 Current portion of long-term debt — 1 — — 1 Accounts payable to affiliates 406 176 3 (585 ) — Advance and interest payable to subsidiaries 40 — — (40 ) — Notes payable to affiliate — — 324 (324 ) — Total current liabilities 451 371 599 (949 ) 472 Long-term debt, net of current portion 595 1 — — 596 Notes payable to subsidiaries 690 — — (690 ) — Pension and other postretirement benefit obligations — 408 1,066 — 1,474 Deferred income tax liabilities — — 3 — 3 Other liabilities 1 30 40 — 71 Total liabilities 1,737 810 1,708 (1,639 ) 2,616 Total equity 2,396 4,356 1,480 (6,159 ) 2,073 Total liabilities and equity $ 4,133 $ 5,166 $ 3,188 $ (7,798 ) $ 4,689 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 257 $ 80 $ — $ 337 Accounts receivable, net — 383 156 — 539 Accounts receivable from affiliates — 384 95 (479 ) — Inventories, net — 251 300 (9 ) 542 Deferred income tax assets — — 70 — 70 Note and interest receivable from parent — 287 — (287 ) — Notes receivable from affiliates — 318 — (318 ) — Other current assets — 20 26 — 46 Total current assets — 1,900 727 (1,093 ) 1,534 Fixed assets, net — 742 1,243 — 1,985 Amortizable intangible assets, net — — 62 — 62 Deferred income tax assets — — 1,217 2 1,219 Note receivable from parent — 388 — (388 ) — Investments in consolidated subsidiaries and affiliates 4,096 2,020 — (6,116 ) — Other assets 7 49 65 — 121 Total assets $ 4,103 $ 5,099 $ 3,314 $ (7,595 ) $ 4,921 Liabilities and equity Current liabilities: Accounts payable and accrued liabilities $ 5 $ 193 $ 320 $ — $ 518 Current portion of long-term debt — 1 — — 1 Accounts payable to affiliates 386 93 — (479 ) — Note and interest payable to subsidiary 287 — — (287 ) — Notes payable to affiliate — — 318 (318 ) — Total current liabilities 678 287 638 (1,084 ) 519 Long-term debt, net of current portion 595 1 — — 596 Note payable to subsidiary 388 — — (388 ) — Pension and other postretirement benefit obligations — 414 1,202 — 1,616 Deferred income tax liabilities — — 3 — 3 Other liabilities 1 29 40 — 70 Total liabilities 1,662 731 1,883 (1,472 ) 2,804 Total equity 2,441 4,368 1,431 (6,123 ) 2,117 Total liabilities and equity $ 4,103 $ 5,099 $ 3,314 $ (7,595 ) $ 4,921 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ — $ 80 $ 10 $ — $ 90 Cash flows from investing activities: Cash invested in fixed assets — (37 ) (42 ) — (79 ) Increase in deposit requirements for letters of credit, net — — (4 ) — (4 ) Advance to parent — (37 ) — 37 — Net cash used in investing activities — (74 ) (46 ) 37 (83 ) Cash flows from financing activities: Payments of financing and credit facility fees — (2 ) (1 ) — (3 ) Purchases of treasury stock (37 ) — — — (37 ) Advance from subsidiary 37 — — (37 ) — Net cash used in financing activities — (2 ) (1 ) (37 ) (40 ) Effect of exchange rate changes on cash and cash equivalents — — (1 ) — (1 ) Net increase (decrease) in cash and cash equivalents — 4 (38 ) — (34 ) Cash and cash equivalents: Beginning of period — 257 80 — 337 End of period $ — $ 261 $ 42 $ — $ 303 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash (used in) provided by operating activities $ — $ (70 ) $ 92 $ — $ 22 Cash flows from investing activities: Cash invested in fixed assets — (38 ) (44 ) — (82 ) Disposition of assets — — 2 — 2 Decrease in restricted cash — — 1 — 1 Increase in deposit requirements for letters of credit, net — — (1 ) — (1 ) Net cash used in investing activities — (38 ) (42 ) — (80 ) Cash flows from financing activities: Payments of debt — (1 ) — — (1 ) Payments of financing and credit facility fees — (1 ) — — (1 ) Net cash used in financing activities — (2 ) — — (2 ) Effect of exchange rate changes on cash and cash equivalents — — 1 — 1 Net (decrease) increase in cash and cash equivalents — (110 ) 51 — (59 ) Cash and cash equivalents: Beginning of period — 165 157 — 322 End of period $ — $ 55 $ 208 $ — $ 263 |