Condensed Consolidating Financial Information | Note 14. 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 (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, 2016 and 2015 , the Balance Sheets as of September 30, 2016 and December 31, 2015 , and the Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 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, 2016 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 722 $ 549 $ (383 ) $ 888 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 684 377 (380 ) 681 Depreciation and amortization — 19 32 — 51 Distribution costs — 43 66 — 109 Selling, general and administrative expenses 5 14 18 — 37 Operating (loss) income (5 ) (38 ) 56 (3 ) 10 Interest expense (20 ) — (3 ) 13 (10 ) Other income, net — 11 3 (13 ) 1 Equity in income of subsidiaries 39 11 — (50 ) — Income (loss) before income taxes 14 (16 ) 56 (53 ) 1 Income tax benefit — — 13 1 14 Net income (loss) including noncontrolling interests 14 (16 ) 69 (52 ) 15 Net income attributable to noncontrolling interests — — (1 ) — (1 ) Net income (loss) attributable to Resolute Forest Products Inc. $ 14 $ (16 ) $ 68 $ (52 ) $ 14 Comprehensive income (loss) attributable to Resolute Forest Products Inc. $ 18 $ (19 ) $ 75 $ (56 ) $ 18 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME For the Nine Months Ended September 30, 2016 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Sales $ — $ 2,193 $ 1,602 $ (1,139 ) $ 2,656 Costs and expenses: Cost of sales, excluding depreciation, amortization and distribution costs — 2,067 1,095 (1,136 ) 2,026 Depreciation and amortization — 62 95 — 157 Distribution costs — 126 205 — 331 Selling, general and administrative expenses 15 46 54 — 115 Closure costs, impairment and other related charges — 37 — — 37 Net gain on disposition of assets — — (2 ) — (2 ) Operating (loss) income (15 ) (145 ) 155 (3 ) (8 ) Interest expense (59 ) — (9 ) 39 (29 ) Other income, net — 46 7 (39 ) 14 Equity in income (loss) of subsidiaries 38 (11 ) — (27 ) — (Loss) income before income taxes (36 ) (110 ) 153 (30 ) (23 ) Income tax provision — (1 ) (9 ) 1 (9 ) Net (loss) income including noncontrolling interests (36 ) (111 ) 144 (29 ) (32 ) Net income attributable to noncontrolling interests — — (4 ) — (4 ) Net (loss) income attributable to Resolute Forest Products Inc. $ (36 ) $ (111 ) $ 140 $ (29 ) $ (36 ) Comprehensive (loss) income attributable to Resolute Forest Products Inc. $ (21 ) $ (120 ) $ 164 $ (44 ) $ (21 ) 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 BALANCE SHEET As of September 30, 2016 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 21 $ 34 $ — $ 55 Accounts receivable, net — 304 144 — 448 Accounts receivable from affiliates — 458 363 (821 ) — Inventories, net — 250 320 (9 ) 561 Note, advance and interest receivable from parent — 377 — (377 ) — Notes and interest receivable from affiliates — 48 — (48 ) — Other current assets — 27 18 — 45 Total current assets — 1,485 879 (1,255 ) 1,109 Fixed assets, net — 697 1,142 — 1,839 Amortizable intangible assets, net — 43 56 — 99 Goodwill — 61 — — 61 Deferred income tax assets — — 1,020 2 1,022 Note receivable from parent — 428 — (428 ) — Note receivable from affiliate — 111 — (111 ) — Investments in consolidated subsidiaries and affiliates 4,120 2,036 — (6,156 ) — Other assets — 58 124 — 182 Total assets $ 4,120 $ 4,919 $ 3,221 $ (7,948 ) $ 4,312 Liabilities and equity Current liabilities: Accounts payable and accrued liabilities $ 13 $ 220 $ 243 $ — $ 476 Current portion of long-term debt — 1 — — 1 Accounts payable to affiliates 458 363 — (821 ) — Note, advance and interest payable to subsidiaries 377 — — (377 ) — Notes and interest payable to affiliate — — 48 (48 ) — Total current liabilities 848 584 291 (1,246 ) 477 Long-term debt, net of current portion 590 136 — — 726 Note payable to subsidiary 428 — — (428 ) — Note payable to affiliate — — 111 (111 ) — Pension and other postretirement benefit obligations — 332 784 — 1,116 Deferred income tax liabilities — 1 1 — 2 Other liabilities — 24 31 — 55 Total liabilities 1,866 1,077 1,218 (1,785 ) 2,376 Total equity 2,254 3,842 2,003 (6,163 ) 1,936 Total liabilities and equity $ 4,120 $ 4,919 $ 3,221 $ (7,948 ) $ 4,312 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 13 $ 45 $ — $ 58 Accounts receivable, net — 323 146 — 469 Accounts receivable from affiliates — 421 272 (693 ) — Inventories, net — 257 290 (6 ) 541 Advance and interest receivable from parent — 62 — (62 ) — Notes and interest receivable from affiliates — 48 — (48 ) — Other current assets — 21 22 — 43 Total current assets — 1,145 775 (809 ) 1,111 Fixed assets, net — 629 1,181 — 1,810 Amortizable intangible assets, net — 46 59 — 105 Goodwill — 59 — — 59 Deferred income tax assets — — 981 1 982 Notes receivable from parent — 710 — (710 ) — Note receivable from affiliate — 105 — (105 ) — Investments in consolidated subsidiaries and affiliates 4,067 2,047 — (6,114 ) — Other assets — 48 105 — 153 Total assets $ 4,067 $ 4,789 $ 3,101 $ (7,737 ) $ 4,220 Liabilities and equity Current liabilities: Accounts payable and accrued liabilities $ 5 $ 189 $ 242 $ — $ 436 Current portion of long-term debt — 1 — — 1 Accounts payable to affiliates 433 260 — (693 ) — Advance and interest payable to subsidiaries 62 — — (62 ) — Notes and interest payable to affiliate — — 48 (48 ) — Total current liabilities 500 450 290 (803 ) 437 Long-term debt, net of current portion 589 1 — — 590 Notes payable to subsidiaries 710 — — (710 ) — Note payable to affiliate — — 105 (105 ) — Pension and other postretirement benefit obligations — 352 834 — 1,186 Deferred income tax liabilities — — 2 — 2 Other liabilities 1 24 35 — 60 Total liabilities 1,800 827 1,266 (1,618 ) 2,275 Total equity 2,267 3,962 1,835 (6,119 ) 1,945 Total liabilities and equity $ 4,067 $ 4,789 $ 3,101 $ (7,737 ) $ 4,220 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 (Unaudited, in millions) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ — $ 21 $ 30 $ — $ 51 Cash flows from investing activities: Cash invested in fixed assets — (126 ) (51 ) — (177 ) Disposition of assets — — 5 — 5 Increase in countervailing duty cash deposits — (17 ) — — (17 ) Increase in notes receivable from affiliate — (4 ) — 4 — Net cash used in investing activities — (147 ) (46 ) 4 (189 ) Cash flows from financing activities: Net borrowings under revolving credit facilities — 90 — — 90 Issuance of long-term debt — 46 — — 46 Payments of debt — (1 ) — — (1 ) Payments of financing and credit facility fees — (1 ) — — (1 ) Increase in notes payable to affiliate — — 4 (4 ) — Net cash provided by financing activities — 134 4 (4 ) 134 Effect of exchange rate changes on cash and cash equivalents — — 1 — 1 Net increase (decrease) in cash and cash equivalents — 8 (11 ) — (3 ) Cash and cash equivalents: Beginning of period — 13 45 — 58 End of period $ — $ 21 $ 34 $ — $ 55 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 in 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 in 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 |