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 nine months ended September 30, 2015 and 2014 , the Balance Sheets as of September 30, 2015 and December 31, 2014 , and the Statements of Cash Flows for the nine months ended September 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 (LOSS) For the Three Months Ended September 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 748 $ 544 $ (387 ) $ 905 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 696 381 (390 ) 687 Depreciation and amortization — 23 36 — 59 Distribution costs — 43 74 — 117 Selling, general and administrative expenses 3 12 19 — 34 Closure costs, impairment and other related charges — — 2 — 2 Operating (loss) income (3 ) (26 ) 32 3 6 Interest expense (19 ) — (3 ) 13 (9 ) Other (expense) income, net (1 ) 11 2 (13 ) (1 ) Equity in income of subsidiaries 17 6 — (23 ) — (Loss) income before income taxes (6 ) (9 ) 31 (20 ) (4 ) Income tax provision — — (1 ) (1 ) (2 ) Net (loss) income including noncontrolling interests (6 ) (9 ) 30 (21 ) (6 ) Net income attributable to noncontrolling interests — — — — — Net (loss) income attributable to Resolute Forest Products Inc. $ (6 ) $ (9 ) $ 30 $ (21 ) $ (6 ) Comprehensive income (loss) attributable to Resolute Forest Products Inc. $ 5 $ (9 ) $ 41 $ (32 ) $ 5 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME For the Nine Months Ended September 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 2,246 $ 1,684 $ (1,179 ) $ 2,751 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 2,076 1,202 (1,181 ) 2,097 Depreciation and amortization — 69 107 — 176 Distribution costs — 125 223 — 348 Selling, general and administrative expenses 9 38 68 — 115 Closure costs, impairment and other related charges — — 8 — 8 Operating (loss) income (9 ) (62 ) 76 2 7 Interest expense (55 ) (2 ) (7 ) 32 (32 ) Other (expense) income, net (2 ) 32 7 (32 ) 5 Equity in income of subsidiaries 23 6 — (29 ) — (Loss) income before income taxes (43 ) (26 ) 76 (27 ) (20 ) Income tax benefit (provision) — 4 (25 ) (1 ) (22 ) Net (loss) income including noncontrolling interests (43 ) (22 ) 51 (28 ) (42 ) Net income attributable to noncontrolling interests — — (1 ) — (1 ) Net (loss) income attributable to Resolute Forest Products Inc. $ (43 ) $ (22 ) $ 50 $ (28 ) $ (43 ) Comprehensive (loss) income attributable to Resolute Forest Products Inc. $ (11 ) $ (22 ) $ 82 $ (60 ) $ (11 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the Three Months Ended September 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 887 $ 707 $ (498 ) $ 1,096 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 800 518 (502 ) 816 Depreciation and amortization — 23 37 — 60 Distribution costs — 44 90 — 134 Selling, general and administrative expenses 5 12 24 — 41 Closure costs, impairment and other related charges — 1 84 — 85 Operating (loss) income (5 ) 7 (46 ) 4 (40 ) Interest expense (18 ) (1 ) (2 ) 9 (12 ) Other expense, net (1 ) (39 ) (16 ) (9 ) (65 ) Equity in loss of subsidiaries (92 ) — — 92 — Loss before income taxes (116 ) (33 ) (64 ) 96 (117 ) Income tax (provision) benefit — (2 ) 4 (1 ) 1 Net loss including noncontrolling interests (116 ) (35 ) (60 ) 95 (116 ) Net income attributable to noncontrolling interests — — — — — Net loss attributable to Resolute Forest Products Inc. $ (116 ) $ (35 ) $ (60 ) $ 95 $ (116 ) Comprehensive loss attributable to Resolute Forest Products Inc. $ (149 ) $ (39 ) $ (89 ) $ 128 $ (149 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the Nine Months Ended September 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 2,624 $ 2,140 $ (1,561 ) $ 3,203 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 2,450 1,557 (1,558 ) 2,449 Depreciation and amortization — 71 113 — 184 Distribution costs — 123 267 (2 ) 388 Selling, general and administrative expenses 13 34 71 — 118 Closure costs, impairment and other related charges — 51 96 — 147 Net gain on disposition of assets — — (2 ) — (2 ) Operating (loss) income (13 ) (105 ) 38 (1 ) (81 ) Interest expense (53 ) (3 ) (6 ) 27 (35 ) Other expense, net (1 ) (20 ) (10 ) (27 ) (58 ) Equity in loss of subsidiaries (101 ) — — 101 — (Loss) income before income taxes (168 ) (128 ) 22 100 (174 ) Income tax benefit (provision) — 28 (20 ) — 8 Net (loss) income including noncontrolling interests (168 ) (100 ) 2 100 (166 ) Net income attributable to noncontrolling interests — — (2 ) — (2 ) Net loss attributable to Resolute Forest Products Inc. $ (168 ) $ (100 ) $ — $ 100 $ (168 ) Comprehensive loss attributable to Resolute Forest Products Inc. $ (150 ) $ (54 ) $ (28 ) $ 82 $ (150 ) CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 18 $ 217 $ — $ 235 Accounts receivable, net — 357 156 — 513 Accounts receivable from affiliates 5 410 226 (641 ) — Inventories, net — 250 292 (7 ) 535 Deferred income tax assets — — 22 — 22 Advance and interest receivable from parent — 72 — (72 ) — Note and interest receivable from affiliates — 42 — (42 ) — Other current assets — 26 37 — 63 Total current assets 5 1,175 950 (762 ) 1,368 Fixed assets, net — 740 1,192 — 1,932 Amortizable intangible assets, net — — 60 — 60 Deferred income tax assets — — 1,027 1 1,028 Notes receivable from parent — 690 — (690 ) — Note receivable from affiliate — 270 — (270 ) — Investments in consolidated subsidiaries and affiliates 4,151 2,030 — (6,181 ) — Other assets 7 49 104 — 160 Total assets $ 4,163 $ 4,954 $ 3,333 $ (7,902 ) $ 4,548 Liabilities and equity Current liabilities: Accounts payable and accrued liabilities $ 14 $ 185 $ 268 $ — $ 467 Current portion of long-term debt — 1 — — 1 Accounts payable to affiliates 410 226 5 (641 ) — Advance and interest payable to subsidiaries 72 — — (72 ) — Note and interest payable to affiliate — — 42 (42 ) — Total current liabilities 496 412 315 (755 ) 468 Long-term debt, net of current portion 595 1 — — 596 Notes payable to subsidiaries 690 — — (690 ) — Note payable to affiliate — — 270 (270 ) — Pension and other postretirement benefit obligations — 394 962 — 1,356 Deferred income tax liabilities — — 3 — 3 Other liabilities 1 29 37 — 67 Total liabilities 1,782 836 1,587 (1,715 ) 2,490 Total equity 2,381 4,118 1,746 (6,187 ) 2,058 Total liabilities and equity $ 4,163 $ 4,954 $ 3,333 $ (7,902 ) $ 4,548 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 Nine Months Ended September 30, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ — $ 106 $ (16 ) $ — $ 90 Cash flows from investing activities: Cash invested in fixed assets — (62 ) (61 ) — (123 ) Increase in deposit requirements for letters of credit, net — — (5 ) — (5 ) Investment in common stock of subsidiary — (225 ) — 225 — Advance to parent — (59 ) — 59 — Decrease of notes receivable from affiliates — 3 — (3 ) — Net cash used in investing activities — (343 ) (66 ) 281 (128 ) Cash flows from financing activities: Payments of financing and credit facility fees — (2 ) (1 ) — (3 ) Purchases of treasury stock (59 ) — — — (59 ) Issuance of common stock — — 225 (225 ) — Advance from subsidiary 59 — — (59 ) — Decrease of notes payable to affiliate — — (3 ) 3 — Net cash (used in) provided by financing activities — (2 ) 221 (281 ) (62 ) Effect of exchange rate changes on cash and cash equivalents — — (2 ) — (2 ) Net (decrease) increase in cash and cash equivalents — (239 ) 137 — (102 ) Cash and cash equivalents: Beginning of period — 257 80 — 337 End of period $ — $ 18 $ 217 $ — $ 235 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2014 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash (used in) provided by operating activities $ — $ (56 ) $ 136 $ — $ 80 Cash flows from investing activities: Cash invested in fixed assets — (61 ) (81 ) — (142 ) Disposition of assets — 4 2 — 6 Decrease in restricted cash — — 1 — 1 Decrease in deposit requirements for letters of credit, net — — 2 — 2 Net cash used in investing activities — (57 ) (76 ) — (133 ) 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 — — (2 ) — (2 ) Net (decrease) increase in cash and cash equivalents — (115 ) 58 — (57 ) Cash and cash equivalents: Beginning of period — 165 157 — 322 End of period $ — $ 50 $ 215 $ — $ 265 |