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Resolute Forest Products Inc. - Quarter Report: 2019 June (Form 10-Q)

Table of Contents



 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM    TO
COMMISSION FILE NUMBER: 001-33776
RESOLUTE FOREST PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware
98-0526415
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
111 Robert-Bourassa Boulevard
Suite 5000
Montreal
Quebec
Canada
H3C 2M1
(Address of principal executive offices) (Zip Code)

(514) 875-2160
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.001 per share
RFP
New York Stock Exchange
Toronto Stock Exchange
(Title of class)
(Trading Symbol)

(Name of exchange on which registered)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
 
Accelerated Filer
 
Non-accelerated Filer
 
Smaller Reporting Company
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     No ☒
As of July 31, 2019, there were 89,293,752 shares of Resolute Forest Products Inc. common stock, $0.001 par value, outstanding.
 


Table of Contents


RESOLUTE FOREST PRODUCTS INC.
TABLE OF CONTENTS
 
 
Page
Number
PART I. FINANCIAL INFORMATION
 
 
 
 
 
Item 1. Financial Statements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
 
Item 5. Other Information
 
 
 
 
 
 
 
 
 


Table of Contents


PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
RESOLUTE FOREST PRODUCTS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions of U.S. dollars, except per share amounts)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
755

 
$
976

 
 
$
1,550

 
$
1,850

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
 
536

 
 
639

 
 
 
1,090

 
 
1,253

 
Depreciation and amortization
 
42

 
 
54

 
 
 
82

 
 
107

 
Distribution costs
 
101

 
 
123

 
 
 
201

 
 
239

 
Selling, general and administrative expenses
 
36

 
 
42

 
 
 
73

 
 
85

 
Closure costs, impairment and other related charges
 

 
 
1

 
 
 

 
 
1

 
Net gain on disposition of assets
 

 
 
(4
)
 
 
 

 
 
(4
)
 
Operating income
 
40

 
 
121

 
 
 
104

 
 
169

 
Interest expense
 
(7
)
 
 
(11
)
 
 
 
(16
)
 
 
(24
)
 
Non-operating pension and other postretirement benefit credits
 
12

 
 
12

 
 
 
24

 
 
25

 
Other expense, net
 
(1
)
 
 
(3
)
 
 
 
(5
)
 
 
(10
)
 
Income before income taxes
 
44

 
 
119

 

 
107

 
 
160

 
Income tax provision
 
(19
)
 
 
(47
)
 
 
 
(40
)
 
 
(78
)
 
Net income including noncontrolling interests
 
25

 
 
72

 
 
 
67

 
 
82

 
Net income attributable to noncontrolling interests
 

 
 

 
 
 

 
 

 
Net income attributable to Resolute Forest Products Inc.
$
25

 
$
72

 
 
$
67

 
$
82

 
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.27

 
$
0.79

 
 
$
0.73

 
$
0.90

 
Diluted
 
0.27

 
 
0.77

 
 
 
0.71

 
 
0.88

 
Weighted-average number of Resolute Forest Products Inc. common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
92.4

 
 
91.3

 
 
 
92.4

 
 
91.2

 
Diluted
 
93.6

 
 
93.2

 
 
 
93.8

 
 
93.1

 
See accompanying notes to unaudited interim Consolidated Financial Statements.

1

Table of Contents


RESOLUTE FOREST PRODUCTS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in millions of U.S. dollars)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net income including noncontrolling interests
$
25

 
$
72

 
 
$
67

 
$
82

 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized prior service credits
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unamortized prior service credits
 
(4
)
 
 
(4
)
 
 
 
(7
)
 
 
(8
)
 
Income tax provision
 

 
 

 
 
 

 
 

 
Change in unamortized prior service credits, net of tax
 
(4
)
 
 
(4
)
 
 
 
(7
)
 
 
(8
)
 
Unamortized actuarial losses
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unamortized actuarial losses
 
3

 
 
9

 
 
 
11

 
 
18

 
Income tax provision
 

 
 
(2
)
 
 
 
(2
)
 
 
(4
)
 
Change in unamortized actuarial losses, net of tax
 
3

 
 
7

 
 
 
9

 
 
14

 
Other comprehensive (loss) income, net of tax
 
(1
)
 
 
3

 
 
 
2

 
 
6

 
Comprehensive income including noncontrolling interests
 
24

 
 
75

 
 
 
69

 
 
88

 
Comprehensive income attributable to noncontrolling interests
 

 
 

 
 
 

 
 

 
Comprehensive income attributable to Resolute Forest Products Inc.
$
24

 
$
75

 
 
$
69

 
$
88

 
See accompanying notes to unaudited interim Consolidated Financial Statements.

2

Table of Contents


RESOLUTE FOREST PRODUCTS INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions of U.S. dollars, except per share amount)

 
June 30,
2019
December 31,
2018
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
$
98

 
$
304

 
Accounts receivable, net:
 
 
 
 
 
 
Trade
 
333

 
 
347

 
Other
 
67

 
 
102

 
Inventories, net
 
530

 
 
508

 
Other current assets
 
42

 
 
43

 
Total current assets
 
1,070

 
 
1,304

 
Fixed assets, less accumulated depreciation of $1,579 and $1,498 as of June 30, 2019 and December 31, 2018, respectively
 
1,479

 
 
1,515

 
Amortizable intangible assets, less accumulated amortization of $25 and $24 as of June 30, 2019 and December 31, 2018, respectively
 
50

 
 
50

 
Deferred income tax assets
 
869

 
 
876

 
Operating lease right-of-use assets
 
63

 
 

 
Other assets
 
221

 
 
190

 
Total assets
$
3,752

 
$
3,935

 
Liabilities and equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
376

 
$
427

 
Current portion of long-term debt
 
1

 
 
223

 
Current portion of operating lease liabilities
 
8

 
 

 
Total current liabilities
 
385

 
 
650

 
Long-term debt, net of current portion
 
422

 
 
422

 
Pension and other postretirement benefit obligations
 
1,231

 
 
1,257

 
Operating lease liabilities, net of current portion
 
59

 
 

 
Other liabilities
 
55

 
 
71

 
Total liabilities
 
2,152

 
 
2,400

 
Commitments and contingencies
 

 
 

 
Equity:
 
 
 
 
 
 
Resolute Forest Products Inc. shareholders’ equity:
 
 
 
 
 
 
Common stock, $0.001 par value. 119.1 shares issued and 90.4 shares outstanding as of June 30, 2019; 118.8 shares issued and 90.8 shares outstanding as of December 31, 2018
 

 
 

 
Additional paid-in capital
 
3,803

 
 
3,802

 
Deficit
 
(1,131
)
 
 
(1,198
)
 
Accumulated other comprehensive loss
 
(948
)
 
 
(950
)
 
Treasury stock at cost, 28.7 shares and 28.0 shares as of June 30, 2019 and December 31, 2018, respectively
 
(125
)
 
 
(120
)
 
Total Resolute Forest Products Inc. shareholders’ equity
 
1,599

 
 
1,534

 
Noncontrolling interests
 
1

 
 
1

 
Total equity
 
1,600

 
 
1,535

 
Total liabilities and equity
$
3,752

 
$
3,935

 
See accompanying notes to unaudited interim Consolidated Financial Statements.

3

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RESOLUTE FOREST PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in millions of U.S. dollars)

 
Three Months Ended June 30, 2019
 
Resolute Forest Products Inc. Shareholders’ Equity
 
 
 
 
 
 
 
Common
Stock
Additional
Paid-In
Capital
Deficit
Accumulated Other Comprehensive Loss
Treasury
Stock
Non-controlling
Interests
Total Equity
Balance as of March 31, 2019
$

 
$
3,802

 
$
(1,156
)
 
$
(947
)
 
$
(120
)
 
$
1

 
$
1,580

 
Share-based compensation, net of withholding taxes
 

 
 
1

 
 

 
 

 
 

 
 

 
 
1

 
Net income
 

 
 

 
 
25

 
 

 
 

 
 

 
 
25

 
Purchases of treasury stock (0.7 shares) (Note 11)
 

 
 

 
 

 
 

 
 
(5
)
 
 

 
 
(5
)
 
Other comprehensive loss, net of tax
 

 
 

 
 

 
 
(1
)
 
 

 
 

 
 
(1
)
 
Balance as of June 30, 2019
$

 
$
3,803

 
$
(1,131
)
 
$
(948
)
 
$
(125
)
 
$
1

 
$
1,600

 
 
Six Months Ended June 30, 2019
 
Resolute Forest Products Inc. Shareholders’ Equity
 
 
 
 
 
 
 
Common
Stock
Additional
Paid-In
Capital
Deficit
Accumulated Other Comprehensive Loss
Treasury
Stock
Non-controlling
Interests
Total Equity
Balance as of December 31, 2018
$

 
$
3,802

 
$
(1,198
)
 
$
(950
)
 
$
(120
)
 
$
1

 
$
1,535

 
Share-based compensation, net of withholding taxes
 

 
 
1

 
 

 
 

 
 

 
 

 
 
1

 
Net income
 

 
 

 
 
67

 
 

 
 

 
 

 
 
67

 
Purchases of treasury stock (0.7 shares) (Note 11)
 

 
 

 
 

 
 

 
 
(5
)
 
 

 
 
(5
)
 
Stock unit awards vested (0.3 shares), net of shares forfeited for employee withholding taxes
 

 
 

 
 

 
 

 
 

 
 

 
 

 
Other comprehensive income, net of tax
 

 
 

 
 

 
 
2

 
 

 
 

 
 
2

 
Balance as of June 30, 2019
$

 
$
3,803

 
$
(1,131
)
 
$
(948
)
 
$
(125
)
 
$
1

 
$
1,600

 

4

Table of Contents


 
Three Months Ended June 30, 2018
 
Resolute Forest Products Inc. Shareholders’ Equity
 
 
 
 
 
 
 
Common
Stock
Additional
Paid-In
Capital
Deficit
Accumulated Other Comprehensive Loss
Treasury
Stock
Non-
controlling
Interests
Total Equity
Balance as of March 31, 2018
$

 
$
3,796

 
$
(1,284
)
 
$
(777
)
 
$
(120
)
 
$
1

 
$
1,616

 
Share-based compensation, net of withholding taxes
 

 
 
1

 
 

 
 

 
 

 
 

 
 
1

 
Net income
 

 
 

 
 
72

 
 

 
 

 
 

 
 
72

 
Other comprehensive income, net of tax
 

 
 

 
 

 
 
3

 
 

 
 

 
 
3

 
Balance as of June 30, 2018
$

 
$
3,797

 
$
(1,212
)
 
$
(774
)
 
$
(120
)
 
$
1

 
$
1,692

 
 
Six Months Ended June 30, 2018
 
Resolute Forest Products Inc. Shareholders’ Equity
 
 
 
 
 
 
 
Common
Stock
Additional
Paid-In
Capital
Deficit
Accumulated Other Comprehensive Loss
Treasury
Stock
Non-
controlling
Interests
Total Equity
Balance as of December 31, 2017
$

 
$
3,793

 
$
(1,294
)
 
$
(780
)
 
$
(120
)
 
$
1

 
$
1,600

 
Share-based compensation, net of withholding taxes
 

 
 
4

 
 

 
 

 
 

 
 

 
 
4

 
Net income
 

 
 

 
 
82

 
 

 
 

 
 

 
 
82

 
Stock unit awards vested (0.1 shares), net of shares forfeited for employee withholding taxes
 

 
 

 
 

 
 

 
 

 
 

 
 

 
Other comprehensive income, net of tax
 

 
 

 
 

 
 
6

 
 

 
 

 
 
6

 
Balance as of June 30, 2018
$

 
$
3,797

 
$
(1,212
)
 
$
(774
)
 
$
(120
)
 
$
1

 
$
1,692

 
See accompanying notes to unaudited interim Consolidated Financial Statements.

5

Table of Contents


RESOLUTE FOREST PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions of U.S. dollars)

 
Six Months Ended 
 June 30,
 
2019
 
 
2018
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net income including noncontrolling interests
$
67

 
$
82

 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
 
 
 
 
 
 
Share-based compensation
 
3

 
 
5

 
Depreciation and amortization
 
82

 
 
107

 
Reversal of inventory write-downs related to closures
 

 
 
(1
)
 
Deferred income taxes
 
40

 
 
75

 
Net pension contributions and other postretirement benefit payments
 
(57
)
 
 
(70
)
 
Net gain on disposition of assets
 

 
 
(4
)
 
(Gain) loss on translation of foreign currency denominated deferred income taxes
 
(35
)
 
 
44

 
Loss (gain) on translation of foreign currency denominated pension and other postretirement benefit obligations
 
37

 
 
(36
)
 
Net planned major maintenance amortization (payments)
 
7

 
 
(3
)
 
Changes in working capital:
 
 
 
 
 
 
Accounts receivable
 
38

 
 
17

 
Inventories
 
(21
)
 
 
(20
)
 
Other current assets
 
(3
)
 
 
(1
)
 
Accounts payable and accrued liabilities
 
(64
)
 
 
18

 
Other, net
 
1

 
 
7

 
Net cash provided by operating activities
 
95

 
 
220

 
Cash flows from investing activities:
 
 
 
 
 
 
Cash invested in fixed assets
 
(45
)
 
 
(53
)
 
Disposition of assets
 
2

 
 
2

 
Decrease (increase) in countervailing duty cash deposits on supercalendered paper
 
1

 
 
(11
)
 
Increase in countervailing and anti-dumping duty cash deposits on softwood lumber
 
(33
)
 
 
(41
)
 
Decrease (increase) in countervailing duty cash deposits on uncoated groundwood paper
 
6

 
 
(6
)
 
Net cash used in investing activities
 
(69
)
 
 
(109
)
 
Cash flows from financing activities:
 
 
 
 
 
 
Net repayments under revolving credit facilities
 

 
 
(114
)
 
Payments of debt
 
(225
)
 
 

 
Purchases of treasury stock
 
(5
)
 
 

 
Payments of financing and credit facility fees
 
(2
)
 
 
(1
)
 
Cash used in financing activities
 
(232
)
 
 
(115
)
 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
 
1

 
 
(2
)
 
Net decrease in cash and cash equivalents, and restricted cash
 
(205
)
 
 
(6
)
 
Cash and cash equivalents, and restricted cash:
 
 
 
 
 
 
Beginning of period
 
345

 
 
49

 
End of period
$
140

 
$
43

 
Cash and cash equivalents, and restricted cash at period end:
 
 
 
 
 
 
Cash and cash equivalents
$
98

 
$
6

 
Restricted cash (included in “Other current assets” and “Other assets”)
 
42

 
 
37

 
See accompanying notes to unaudited interim Consolidated Financial Statements.

6

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

Note 1. Organization and Basis of Presentation
Nature of operations
Resolute Forest Products Inc. (with its subsidiaries, either individually or collectively, unless otherwise indicated, referred to as “Resolute Forest Products,” “we,” “our,” “us,” “Parent,” or the “Company”) is incorporated in Delaware. We are a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products, newsprint and specialty papers, which are marketed in close to 70 countries. We own or operate some 40 facilities, as well as power generation assets, in the United States and Canada.
Financial statements
Our interim consolidated financial statements and accompanying notes (or the “Consolidated Financial Statements”) are unaudited and have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (or the “SEC”) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles may be condensed or omitted. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the unaudited interim Consolidated Financial Statements have been made. All amounts are expressed in U.S. dollars, unless otherwise indicated. The results for the interim period ended June 30, 2019, are not necessarily indicative of the results to be expected for the full year. These unaudited interim Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019. Certain prior period amounts in our footnotes have been reclassified to conform to the 2019 presentation.
New accounting pronouncement adopted in 2019
ASU 2016-02 “Leases”
Effective January 1, 2019, we adopted Accounting Standards Update (or “ASU”) 2016-02, “Leases,” issued by the Financial Accounting Standards Board, and the series of related accounting standard updates that followed (collectively, “Topic 842”), through a cumulative-effect adjustment as of that date.
The effect of this ASU on our Consolidated Balance Sheet as of January 1, 2019, was as follows:
(Unaudited, in millions)
Before ASU
Effect of Change
As Adjusted
Amortizable intangible assets, net
$
50

 
$
1

 
$
51

 
Operating lease right-of-use assets
 

 
 
65

 
 
65

 
Current portion of operating lease liabilities
 

 
 
7

 
 
7

 
Operating lease liabilities, net of current portion
 

 
 
60

 
 
60

 
Other liabilities
 
71

 
 
(1
)
 
 
70

 

On adoption, we elected to apply the package of practical expedients that allows us not to reassess whether expired or existing contracts contain leases, the classification of these leases, and whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. Furthermore, we elected to use hindsight in determining the lease term and assessing impairment of the operating lease right-of-use assets. As a result of the implementation of Topic 842, our leases accounting policy was updated as follows:
We determine if a contract contains a lease at inception. Leases are classified as either operating leases or finance leases. Operating leases are included in “Operating lease right-of-use assets,” “Current portion of operating lease liabilities,” and “Operating lease liabilities, net of current portion,” whereas finance leases are included in “Fixed assets, net,” “Current portion of long-term debt,” and “Long-term debt, net of current portion” in our Consolidated Balance Sheets. Leases with a term of less than 12 months are not recorded in our Consolidated Balance Sheets, and are expensed over the term of the lease in our Consolidated Statements of Operations.
Operating lease right-of-use assets represent our right to use an underlying asset for the term of the lease, and the related liabilities represent our obligation to make the lease payments arising from the lease. Operating lease right-of-use assets and the related liabilities are recognized at the lease commencement date based on the present value of the lease payments over the term

7

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

of the lease. Renewal and termination options are included in our lease terms when it is reasonably certain that they will be exercised. In determining the present value of lease payments, we use the implicit rate when readily determinable, or our estimated incremental borrowing rate, which is based on information available at the lease commencement date. Lease payments are expensed in our Consolidated Statements of Operations on a straight-line basis over the term of the lease.
For buildings, we account for the lease and non-lease components as a single lease component. For all other contracts, we account for the lease and non-lease components separately.
Note 2. Accumulated Other Comprehensive Loss
The change in our accumulated other comprehensive loss by component (net of tax) for the six months ended June 30, 2019, was as follows:
(Unaudited, in millions)
Unamortized Prior Service Credits
Unamortized Actuarial Losses
Foreign
Currency
Translation
Total
Balance as of December 31, 2018
$
28

 
$
(971
)
 
$
(7
)
 
$
(950
)
 
Other comprehensive loss before reclassifications
 

 
 
(3
)
 
 

 
 
(3
)
 
Amounts reclassified from accumulated other comprehensive loss (1)
 
(7
)
 
 
12

 
 

 
 
5

 
Net current period other comprehensive (loss) income
 
(7
)
 
 
9

 
 

 
 
2

 
Balance as of June 30, 2019
$
21

 
$
(962
)
 
$
(7
)
 
$
(948
)
 

(1) 
See the table below for details about these reclassifications.
The reclassifications out of accumulated other comprehensive loss for the six months ended June 30, 2019, were comprised of the following:
(Unaudited, in millions)
Amounts Reclassified From Accumulated Other Comprehensive Loss
Affected Line in the Consolidated Statements of Operations
Unamortized Prior Service Credits
 
 
 
 
Amortization of prior service credits
$
(6
)
 
Non-operating pension and other postretirement benefit credits (1)
Curtailment gain
 
(1
)
 
Non-operating pension and other postretirement benefit credits (1)
 
 

 
Income tax provision
 
$
(7
)
 
Net of tax
Unamortized Actuarial Losses
 
 
 
 
Amortization of actuarial losses
$
15

 
Non-operating pension and other postretirement benefit credits (1)
 
 
(3
)
 
Income tax provision
 
$
12

 
Net of tax
Total Reclassifications
$
5

 
Net of tax
(1) 
These items are included in the computation of net periodic benefit cost related to our pension and other postretirement benefit (or “OPEB”) plans summarized in Note 8, “Employee Benefit Plans.”

8

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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

Note 3. Net Income Per Share
The reconciliation of the basic and diluted net income per share for the three and six months ended June 30, 2019 and 2018, was as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except per share amounts)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to Resolute Forest Products Inc.
$
25

 
$
72

 
 
$
67

 
$
82

 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted-average number of Resolute Forest Products Inc. common shares outstanding
 
92.4

 
 
91.3

 
 
 
92.4

 
 
91.2

 
Dilutive impact of nonvested stock unit awards (1)
 
1.2

 
 
1.9

 
 
 
1.4

 
 
1.9

 
Diluted weighted-average number of Resolute Forest Products Inc. common shares outstanding
 
93.6

 
 
93.2

 
 
 
93.8

 
 
93.1

 
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.27

 
$
0.79

 
 
$
0.73

 
$
0.90

 
Diluted
 
0.27

 
 
0.77

 
 
 
0.71

 
 
0.88

 

(1) 
When we refer to stock unit awards we mean equity-classified restricted stock units, deferred stock units and performance stock units.
The weighted-average number of outstanding stock options that were excluded from the calculation of diluted net income per share, as their impact would have been antidilutive, was 1.0 million and 1.3 million for the three months ended June 30, 2019 and 2018, respectively, and 1.0 million and 1.3 million for the six months ended June 30, 2019 and 2018, respectively.
Note 4. Inventories, Net
Inventories, net as of June 30, 2019 and December 31, 2018, were comprised of the following:
(Unaudited, in millions)
June 30,
2019
December 31,
2018
Raw materials
$
102

 
$
106

 
Work in process
 
41

 
 
39

 
Finished goods
 
194

 
 
180

 
Mill stores and other supplies
 
193

 
 
183

 
 
$
530

 
$
508

 


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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

Note 5. Operating leases
We have operating leases for buildings, machinery, chemical equipment, rail cars, and office equipment with remaining terms from less than one year to 24 years. These leases may include renewal options for up to 13 years.
The components of lease expense for the three and six months ended June 30, 2019, were as follows:
(Unaudited, in millions)
Three Months Ended 
 June 30, 2019
 
Six Months Ended 
 June 30, 2019
Operating lease cost
$
3

 
 
$
6

 
Variable lease cost (1)
 
4

 
 
 
10

 
(1) 
Variable lease cost is determined by the consumption of the underlying asset.
Supplemental information related to operating leases was as follows:
(Unaudited)
June 30,
2019
Weighted-average remaining operating lease term (in years)
 
11.4

 
Weighted-average operating lease discount rate
 
4.7
%
 

(Unaudited, in millions)
Six Months Ended 
 June 30, 2019
Operating cash flow payments for operating lease liabilities
$
5

 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
 
2

 

The maturities of operating lease liabilities as of June 30, 2019, were as follows:
(Unaudited, in millions)
Operating Leases
Years ending December 31,
 
 
 
2019
$
5

 
2020
 
11

 
2021
 
9

 
2022
 
9

 
2023
 
7

 
2024 and thereafter
 
46

 
Total lease payments
 
87

 
Less: imputed interest
 
(20
)
 
Total operating lease liabilities
$
67

 


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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

Note 6. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities as of June 30, 2019 and December 31, 2018, were comprised of the following:
(Unaudited, in millions)
June 30,
2019
December 31,
2018
Trade accounts payable
$
270

 
$
299

 
Accrued compensation
 
49

 
 
66

 
Accrued interest
 
3

 
 
5

 
Pension and other postretirement benefit obligations
 
17

 
 
17

 
Accrued provision for former Fibrek Inc. dissenting shareholders
 
11

 
 

 
Income and other taxes payable
 
4

 
 
4

 
Deposits
 
10

 
 
20

 
Other
 
12

 
 
16

 
 
$
376

 
$
427

 

Note 7. Long-Term Debt
Overview
Long-term debt, including current portion, as of June 30, 2019 and December 31, 2018, was comprised of the following:
(Unaudited, in millions)
June 30,
2019
December 31,
2018
5.875% senior unsecured notes due 2023:
 
 
 
 
 
 
Principal amount
$
375

 
$
600

 
Deferred financing costs
 
(3
)
 
 
(5
)
 
Unamortized discount
 
(2
)
 
 
(3
)
 
Total 5.875% senior unsecured notes due 2023
 
370

 
 
592

 
Term loan due 2025
 
46

 
 
46

 
Finance lease obligation
 
7

 
 
7

 
Total debt
 
423

 
 
645

 
Less: Current portion of 5.875% senior unsecured notes due 2023
 

 
 
(222
)
 
Less: Current portion of finance lease obligation
 
(1
)
 
 
(1
)
 
Long-term debt, net of current portion
$
422

 
$
422

 

2023 Notes
We issued $600 million in aggregate principal amount of 5.875% senior unsecured notes due 2023 (or the “2023 Notes”) on May 8, 2013. Upon their issuance, the notes were recorded at their fair value of $594 million, which reflected a discount of $6 million that is being amortized to “Interest expense” in our Consolidated Statements of Operations using the interest method over the term of the notes, resulting in an effective interest rate of 6%. Interest on the notes is payable semi-annually beginning November 15, 2013, until their maturity date of May 15, 2023. In connection with the issuance of the notes, we incurred financing costs of $9 million, which were deferred and recorded as a reduction of the notes. Deferred financing costs are amortized to “Interest expense” in our Consolidated Statements of Operations using the interest method over the term of the notes.
On January 3, 2019 (or the “closing date”), we repurchased $225 million in aggregate principal amount of the 2023 Notes, pursuant to a notes purchase agreement entered into on December 21, 2018, with certain noteholders, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the closing date. The aggregate principal amount and related deferred financing costs and unamortized discount were included in “Current portion of long-term debt” in our Consolidated Balance Sheet as of December 31, 2018. As a result of the repurchase, we recorded a net loss on

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Notes to Unaudited Interim Consolidated Financial Statements

extinguishment of debt of $3 million in “Other expense, net” in our Consolidated Statement of Operations for the six months ended June 30, 2019.
The fair value of the 2023 Notes (Level 1) was $379 million and $598 million as of June 30, 2019 and December 31, 2018, respectively.
Senior Secured Credit Facility
On September 7, 2016, we entered into a senior secured credit facility (or the “Senior Secured Credit Facility”) for up to $185 million. The Senior Secured Credit Facility provides a term loan of $46 million with a maturity date of September 7, 2025 (or the “Term Loan”), and a revolving credit facility of up to $139 million with a maturity date of September 7, 2022 (or the “Revolving Credit Facility”). As of June 30, 2019, we had $139 million of availability under the Revolving Credit Facility, which was undrawn. The fair value of the Term Loan (Level 2) approximated its carrying value as of both June 30, 2019 and December 31, 2018.
ABL Credit Facility
On May 14, 2019, we entered into an amendment to the credit agreement dated May 22, 2015, for a senior secured asset-based revolving credit facility (or the “ABL Credit Facility”). The amended credit agreement provides for an extension of the maturity date to May 14, 2024, with an aggregate lender commitment of $500 million at any time outstanding, subject to borrowing base availability based on specified advance rates, eligibility criteria and customary reserves.
The aggregate lender commitment under the facility includes a $60 million swingline sub-facility and a $200 million letter of credit sub-facility, and we may convert up to $50 million of the commitments under the facility to a first-in last-out facility (or “FILO Facility”), subject to the consent of each converting lender. The ABL Credit Facility also provides for an uncommitted ability to increase the revolving credit facility by up to $500 million, subject to certain terms and conditions set forth in the agreement.
Revolving loan (and letter of credit) availability under the facility is subject to a borrowing base, which at any time is equal to the sum of (i) 85% of eligible accounts receivable (or 90% with respect to certain insured or letter of credit backed accounts or with accounts owed by investment grade obligors), plus (ii) the lesser of (A) 70% of the lesser of the cost or market value of eligible inventory or (B) 85% of the net orderly liquidation value of eligible inventory, plus (iii) 100% of the value of eligible cash and 95% of the value of permitted investments held in deposit accounts controlled solely by the administrative and collateral agent (or the “agent”). The credit agreement includes reserves that reduce the borrowing base, including: (i) a reserve commencing March 16, 2023 for the outstanding principal amount due under the 2023 Notes; and (ii) a reserve for the outstanding principal amount due under the Senior Secured Credit Facility, commencing 60 days before its maturity. The borrowing base is subject to other customary reserves and eligibility criteria, in the exercise of the agent’s reasonable discretion.
The obligations under the credit agreement are guaranteed by certain material subsidiaries of the Company and are secured by first priority liens on and security interests in accounts receivable, inventory and related assets.
Loans under the credit agreement bear interest at a rate equal to a base rate, the London Interbank Offered Rate (or the “LIBOR”), or the Canadian Dollar Offered Rate (or the “CDOR”), in each case plus an applicable margin. The applicable margin is between 0.00% and 0.50% with respect to base rate loans and between 1.00% and 1.50% with respect to LIBOR and CDOR loans, in each case based on availability under the credit facility and a leverage ratio.
In addition to paying interest on outstanding principal under the ABL Credit Facility, we are required to pay a fee in respect of unutilized commitments under the ABL Credit Facility equal to 0.30% per annum when average daily utilization under the ABL Credit Facility for the prior fiscal quarter is less than 35% of the total revolving commitments, and 0.25% per annum when average daily utilization under the ABL Credit Facility for the prior fiscal quarter is greater than or equal to 35% of the total revolving commitments, as well as a fee in respect of outstanding letters of credit (equal to the applicable margin in respect of LIBOR and CDOR loans plus a fronting fee of 0.125% and certain administrative fees).
Loans under the ABL Credit Facility may be repaid from time to time at our discretion without premium or penalty, with the exception of breakage costs for LIBOR and CDOR loans, if any. However, no loans under the FILO Facility can be repaid unless all other loans under the credit agreement are repaid first. We are required to repay outstanding loans that exceed the maximum availability then in effect.

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Notes to Unaudited Interim Consolidated Financial Statements

The credit agreement contains customary covenants for asset-based credit agreements of this type, including, among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the existence or incurrence and repayment of indebtedness by the Company and its subsidiaries; (iii) restrictions on the existence or incurrence of liens by the Company and its subsidiaries; (iv) restrictions on the Company and certain of its subsidiaries making certain restricted payments; (v) restrictions on the Company and certain of its subsidiaries making certain investments; (vi) restrictions on certain mergers, consolidations and asset dispositions; (vii) restrictions on transactions with affiliates; (viii) restrictions on amendments or modifications to the Canadian pension and benefit plans; (ix) restrictions on modifications to material indebtedness; and (x) a springing requirement for the Company to maintain a minimum consolidated fixed charge coverage ratio, as determined under the credit agreement, of 1.0:1.0, anytime availability under the facility falls below the greater of $45 million or 10% of the maximum available borrowing amount for two consecutive business days. Subject to customary grace periods and notice requirements, the credit agreement also contains certain customary events of default.
As of June 30, 2019, we had $353 million of availability under the ABL Credit Facility, which was undrawn except for $51 million of ordinary course letters of credit outstanding.
Finance lease obligation
We have a finance lease obligation for a warehouse with a maturity date of December 1, 2027, which can be renewed for 20 years at our option. Minimum monthly payments are determined by an escalatory price clause.
Note 8. Employee Benefit Plans
Pension and other postretirement benefit plans
The components of net periodic benefit cost relating to our pension and OPEB plans for the three and six months ended June 30, 2019 and 2018, were as follows:
Pension Plans:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Interest cost
$
45

 
$
48

 
 
$
90

 
$
96

 
Expected return on plan assets
 
(61
)
 
 
(67
)
 
 
 
(124
)
 
 
(134
)
 
Amortization of actuarial losses
 
9

 
 
10

 
 
 
18

 
 
20

 
Amortization of prior service credits
 
(1
)
 
 

 
 
 
(1
)
 
 
(1
)
 
Non-operating pension credits
 
(8
)
 
 
(9
)
 
 
 
(17
)
 
 
(19
)
 
Service cost
 
3

 
 
4

 
 
 
7

 
 
9

 
Net periodic benefit credits before special events
 
(5
)
 
 
(5
)
 
 
 
(10
)
 
 
(10
)
 
Curtailment and settlement (gain) loss
 
(1
)
 
 
1

 
 
 
(1
)
 
 
1

 
 
$
(6
)
 
$
(4
)
 
 
$
(11
)
 
$
(9
)
 

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Notes to Unaudited Interim Consolidated Financial Statements

OPEB Plans:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Interest cost
$
1

 
$
2

 
 
$
2

 
$
3

 
Amortization of actuarial gains
 
(2
)
 
 
(2
)
 
 
 
(3
)
 
 
(3
)
 
Amortization of prior service credits
 
(2
)
 
 
(4
)
 
 
 
(5
)
 
 
(7
)
 
Non-operating other postretirement benefit credits
 
(3
)
 
 
(4
)
 
 
 
(6
)
 
 
(7
)
 
Service cost
 

 
 
1

 
 
 

 
 
1

 
 
$
(3
)
 
$
(3
)
 
 
$
(6
)
 
$
(6
)
 

Defined contribution plans
Our expense for the defined contribution plans totaled $4 million and $5 million for the three months ended June 30, 2019 and 2018, respectively, and $9 million and $10 million for the six months ended June 30, 2019 and 2018, respectively.
Note 9. Income Taxes
The income tax provision attributable to income before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21% for the three and six months ended June 30, 2019 and 2018, as a result of the following:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Income before income taxes
$
44

 
$
119

 
 
$
107

 
$
160

 
Income tax provision:
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected income tax provision
 
(9
)
 
 
(25
)
 
 
 
(22
)
 
 
(34
)
 
Changes resulting from:
 
 
 
 
 
 
 
 
 
 
 
 
 
Valuation allowance (1)
 
(4
)
 
 
13

 
 
 
(11
)
 
 
8

 
Foreign exchange
 
1

 
 
(7
)
 
 
 
4

 
 
(14
)
 
U.S. tax on non-U.S. earnings (2)
 
(5
)
 
 
(18
)
 
 
 
(5
)
 
 
(25
)
 
State income taxes, net of federal income tax benefit
 
1

 
 

 
 
 
2

 
 
2

 
Foreign tax rate differences
 
(4
)
 
 
(7
)
 
 
 
(9
)
 
 
(12
)
 
Other, net
 
1

 
 
(3
)
 
 
 
1

 
 
(3
)
 
 
$
(19
)
 
$
(47
)
 
 
$
(40
)
 
$
(78
)
 
(1) 
Relates to our U.S. operations.
(2) 
Reduces income tax benefits on U.S. losses for the three and six months ended June 30, 2019 and 2018.
Note 10. Commitments and Contingencies
Legal matters
We become involved in various legal proceedings, claims and governmental inquiries, investigations, and other disputes in the normal course of business, including matters related to contracts, commercial and trade disputes, taxes, environmental issues, activist damages, employment and workers’ compensation claims, grievances, human rights complaints, pension and benefit plans and obligations, health and safety, product safety and liability, asbestos exposure, financial reporting and disclosure obligations, corporate governance, First Nations claims, antitrust, governmental regulations, and other matters. Although the final outcome is subject to many variables and cannot be predicted with any degree of certainty, we regularly assess the status of the matters and establish provisions (including legal costs expected to be incurred) when we believe an adverse outcome is

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Notes to Unaudited Interim Consolidated Financial Statements

probable, and the amount can be reasonably estimated. Except as described below and for claims that cannot be assessed due to their preliminary nature, we believe that the ultimate disposition of these matters outstanding or pending as of June 30, 2019, will not have a material adverse effect on our Consolidated Financial Statements.
Asbestos-related lawsuits
We are involved in a number of asbestos-related lawsuits filed primarily in U.S. state courts, including certain cases involving multiple defendants. These lawsuits principally allege direct or indirect personal injury or death resulting from exposure to asbestos-containing premises. While we dispute the plaintiffs’ allegations and intend to vigorously defend these claims, the ultimate resolution of these matters cannot be determined at this time. These lawsuits frequently involve claims for unspecified compensatory and punitive damages, and we are unable to reasonably estimate a range of possible losses. However, unfavorable rulings, judgments or settlement terms could materially impact our Consolidated Financial Statements. Certain cases, including cases that were scheduled in March 2019, were settled without any material impact in our Consolidated Statements of Operations for the three and six months ended June 30, 2019.
Countervailing duty and anti-dumping investigations on softwood lumber
On November 25, 2016, countervailing duty and anti-dumping petitions were filed with the U.S. Department of Commerce (or “Commerce”) and the U.S. International Trade Commission (or “ITC”) by certain U.S. softwood lumber products producers and forest landowners, requesting that the U.S. government impose countervailing and anti-dumping duties on Canadian-origin softwood lumber products exported to the U.S. One of our subsidiaries was identified in the petitions as being a Canadian exporting producer of softwood lumber products to the U.S. and was selected as a mandatory respondent to be investigated by Commerce in both the countervailing duty and anti-dumping investigations.
On April 24, 2017, Commerce announced its preliminary determination in the countervailing duty investigation and, as a result, after April 28, 2017, we were required to pay cash deposits to the U.S. Customs and Border Protection agency (or “U.S. Customs”) at a rate of 12.82% for estimated countervailing duties on our U.S. imports of softwood lumber products produced at our Canadian sawmills. The preliminary rate remained in effect until August 26, 2017. Commerce changed the rate in its final affirmative determination on November 2, 2017, but the new rate did not take effect until December 28, 2017, following the ITC’s final affirmative determination and the publication by Commerce of a countervailing duty order. Since that date, we have been required to resume paying cash deposits to the U.S. Customs at a rate of 14.7% for our softwood lumber products U.S. imports from our Canadian sawmills. This rate will continue until Commerce sets a duty rate in an administrative review, or a new rate may be set through a remand determination by a North American Free Trade Agreement (or “NAFTA”) binational panel on appeal. Through June 30, 2019, our cash deposits totaled $106 million and, based on the 14.7% rate and our current operating parameters, could be as high as $60 million per year.
On June 26, 2017, Commerce announced its preliminary determination in the anti-dumping investigation and, as a result, after June 30, 2017, we were required to pay cash deposits to the U.S. Customs at a rate of 4.59% for estimated anti-dumping duties on our U.S. imports of softwood lumber products produced at our Canadian sawmills. On November 2, 2017, Commerce announced its final affirmative determination in the anti-dumping investigation and, as a result, since November 8, 2017, we have been required to pay cash deposits to the U.S. Customs, at a rate of 3.2% for our softwood lumber products U.S. imports from our Canadian sawmills. This rate will apply until Commerce sets a duty rate in an administrative review, or a new rate may be set through a remand determination by a NAFTA binational panel on appeal. Through June 30, 2019, our cash deposits totaled $30 million and, based on the 3.2% rate and our current operating parameters, could be as high as $15 million per year.
On April 1, 2019, Commerce published a notice initiating the administrative reviews of the countervailing duty and anti-dumping orders on softwood lumber products from Canada. We were selected as a mandatory respondent in these administrative reviews and we are in the process of responding to Commerce with the information requested.
We are not presently able to determine the ultimate resolution of these matters, but we believe it is not probable that we will ultimately be assessed with significant duties, if any, on our U.S. imports of Canadian-produced softwood lumber products. Accordingly, no contingent loss was recorded in respect of these petitions in our Consolidated Statements of Operations, and our cash deposits were recorded in “Other assets” in our Consolidated Balance Sheets.
Fibrek acquisition
Effective July 31, 2012, we completed the final step of the transaction pursuant to which we acquired the remaining 25.4% of the outstanding Fibrek Inc. (or “Fibrek”) shares, following the approval of Fibrek’s shareholders on July 23, 2012, and the

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Notes to Unaudited Interim Consolidated Financial Statements

issuance of a final order of the Quebec Superior Court in Canada approving the arrangement on July 27, 2012. Certain former shareholders of Fibrek exercised (or purported to exercise) rights of dissent in respect of the transaction, asking for a judicial determination of the fair value of their claim under the Canada Business Corporations Act. No consideration has to date been paid to the former Fibrek shareholders who exercised (or purported to exercise) rights of dissent. Any such consideration will only be paid out upon settlement or judicial determination of the fair value of their claims and will be paid entirely in cash. Accordingly, we cannot presently determine the amount that ultimately will be paid to former holders of Fibrek shares in connection with the proceedings, but we have accrued Cdn $14 million ($11 million, based on the exchange rate in effect on June 30, 2019) for the eventual payment of those claims. The hearing in this matter occurred in 2019 and we are awaiting the decision of the court.
Partial wind-ups of pension plans
On June 12, 2012, we filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (or the “CCAA Creditor Protection Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in New Brunswick, and Newfoundland and Labrador, or a declaration that any claim for accelerated reimbursements of deficits arising from a partial wind-up is a barred claim under the CCAA Creditor Protection Proceedings. We contend, among other things, that any such declaration, if issued, would be inconsistent with the Quebec Superior Court’s sanction order confirming the CCAA debtors’ CCAA Plan of Reorganization and Compromise, as amended, and the terms of our emergence from the CCAA Creditor Protection Proceedings. A partial wind-up would likely shorten the period in which any deficit within those plans, which could reach up to Cdn $150 million ($115 million, based on the exchange rate in effect on June 30, 2019), would have to be funded if we do not obtain the relief sought. The hearing in this matter could occur in 2019 or 2020.
Environmental matters
We are subject to a variety of federal or national, state, provincial, and local environmental laws and regulations in the jurisdictions in which we operate. We believe our operations are in material compliance with current applicable environmental laws and regulations. Environmental regulations promulgated in the future could require substantial additional expenditures for compliance and could have a material impact on us, in particular, and the industry in general.
We may be a “potentially responsible party” with respect to a hazardous waste site that is being addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as Superfund). We believe we will not be liable for any significant amounts at this site.
We have environmental liabilities of $8 million recorded as of both June 30, 2019 and December 31, 2018, primarily related to environmental remediation related to closed sites. The amount of these liabilities represents management’s estimate of the ultimate settlement based on an assessment of relevant factors and assumptions and could be affected by changes in facts or assumptions not currently known to management for which the outcome cannot be reasonably estimated at this time. These liabilities are included in “Accounts payable and accrued liabilities” or “Other liabilities” in our Consolidated Balance Sheets.
We also have asset retirement obligations of $26 million and $23 million recorded as of June 30, 2019 and December 31, 2018, respectively, primarily consisting of liabilities associated with landfills, sludge basins and the dismantling of retired assets. These liabilities are included in “Accounts payable and accrued liabilities” or “Other liabilities” in our Consolidated Balance Sheets.
Note 11. Share Capital
During the three and six months ended June 30, 2019, we repurchased 720,000 shares, at a cost of $5 million under our $150 million share repurchase program, which was launched in 2012. We did not repurchase any shares during the three and six months ended June 30, 2018. There remains $19 million under the program.

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Notes to Unaudited Interim Consolidated Financial Statements

Note 12. Segment Information
We manage our business based on the products we manufacture. Accordingly, our reportable segments correspond to our principal product lines: market pulp, tissue, wood products, newsprint, and specialty papers.
None of the income or loss items following “Operating income” in our Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management. For the same reason, closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, as well as other discretionary charges or credits are not allocated to our segments. We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all selling, general and administrative expenses are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”
Information about certain segment data for the three and six months ended June 30, 2019 and 2018, was as follows:
(Unaudited,
in millions)
Market Pulp (1)
Tissue (2)
Wood Products (3)
Newsprint
Specialty
Papers
Segment
Total
Corporate
and Other
Total
Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
$
189

 
$
43

 
$
168

 
$
209

 
$
146

 
$
755

 
$

 
$
755

 
2018
 
264

 
 
35

 
 
254

 
 
230

 
 
193

 
 
976

 
 

 
 
976

 
First six months
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
420

 
 
82

 
 
329

 
 
421

 
 
298

 
 
1,550

 
 

 
 
1,550

 
2018
 
521

 
 
57

 
 
463

 
 
428

 
 
381

 
 
1,850

 
 

 
 
1,850

 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
$
5

 
$
4

 
$
9

 
$
8

 
$
11

 
$
37

 
$
5

 
$
42

 
2018
 
8

 
 
5

 
 
7

 
 
17

 
 
12

 
 
49

 
 
5

 
 
54

 
First six months
 
 
 
 
 
 
 
 
2019
 
10

 
 
9

 
 
17

 
 
15

 
 
21

 
 
72

 
 
10

 
 
82

 
2018
 
15

 
 
6

 
 
15

 
 
33

 
 
24

 
 
93

 
 
14

 
 
107

 
Operating income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
$
27

 
$
(4
)
 
$
(3
)
 
$
17

 
$
15

 
$
52

 
$
(12
)
 
$
40

 
2018
 
41

 
 
(10
)
 
 
79

 
 
18

 
 
4

 
 
132

 
 
(11
)
 
 
121

 
First six months
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
69

 
 
(12
)
 
 
3

 
 
45

 
 
30

 
 
135

 
 
(31
)
 
 
104

 
2018
 
74

 
 
(11
)
 
 
132

 
 
14

 
 
(3
)
 
 
206

 
 
(37
)
 
 
169

 
(1) 
Inter-segment sales of $11 million and $9 million for the three months ended June 30, 2019 and 2018, respectively, and $22 million and $19 million for the six months ended June 30, 2019 and 2018, which are transacted at cost, were excluded from market pulp sales.
(2) 
The operating results of our Calhoun (Tennessee) tissue operations, previously recorded under “corporate and other,” have been recorded in our tissue segment since April 1, 2018.
(3) 
Wood products sales to our joint ventures, which are transacted at arm’s length negotiated prices, were $6 million and $8 million for the three months ended June 30, 2019 and 2018, respectively, and $11 million and $16 million for the six months ended June 30, 2019 and 2018, respectively.

17

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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

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, as amended, 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 (or the “Guarantor Subsidiaries”). The 2023 Notes are not guaranteed by our foreign subsidiaries (or 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, 2019 and 2018, the Balance Sheets as of June 30, 2019 and December 31, 2018, and the Statements of Cash Flows for the six months ended June 30, 2019 and 2018 for the Parent, the Guarantor Subsidiaries on a combined basis, and the Non-guarantor Subsidiaries also 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 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 June 30, 2019
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Sales
$

 
$
613

 
$
569

 
$
(427
)
 
$
755

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
 

 
 
599

 
 
371

 
 
(434
)
 
 
536

 
Depreciation and amortization
 

 
 
9

 
 
33

 
 

 
 
42

 
Distribution costs
 

 
 
23

 
 
76

 
 
2

 
 
101

 
Selling, general and administrative expenses
 
4

 
 
15

 
 
17

 
 

 
 
36

 
Operating (loss) income
 
(4
)
 
 
(33
)
 
 
72

 
 
5

 
 
40

 
Interest expense
 
(17
)
 
 

 
 
(2
)
 
 
12

 
 
(7
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
2

 
 
10

 
 

 
 
12

 
Other income (expense), net
 

 
 
15

 
 
(4
)
 
 
(12
)
 
 
(1
)
 
Equity in income of subsidiaries
 
46

 
 
7

 
 

 
 
(53
)
 
 

 
Income (loss) before income taxes
 
25

 
 
(9
)
 
 
76

 
 
(48
)
 
 
44

 
Income tax provision
 

 
 

 
 
(18
)
 
 
(1
)
 
 
(19
)
 
Net income (loss) including noncontrolling interests
 
25

 
 
(9
)
 
 
58

 
 
(49
)
 
 
25

 
Net income attributable to noncontrolling interests
 

 
 

 
 

 
 

 
 

 
Net income (loss) attributable to Resolute Forest Products Inc.
$
25

 
$
(9
)
 
$
58

 
$
(49
)
 
$
25

 
Comprehensive income (loss) attributable to Resolute Forest Products Inc.
$
24

 
$
(12
)
 
$
60

 
$
(48
)
 
$
24

 

18

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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2019
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Sales
$

 
$
1,285

 
$
1,166

 
$
(901
)
 
$
1,550

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
 

 
 
1,247

 
 
742

 
 
(899
)
 
 
1,090

 
Depreciation and amortization
 

 
 
19

 
 
63

 
 

 
 
82

 
Distribution costs
 

 
 
49

 
 
155

 
 
(3
)
 
 
201

 
Selling, general and administrative expenses
 
10

 
 
24

 
 
39

 
 

 
 
73

 
Operating (loss) income
 
(10
)
 
 
(54
)
 
 
167

 
 
1

 
 
104

 
Interest expense
 
(34
)
 
 
(2
)
 
 
(6
)
 
 
26

 
 
(16
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
5

 
 
19

 
 

 
 
24

 
Other (expense) income, net
 
(3
)
 
 
32

 
 
(8
)
 
 
(26
)
 
 
(5
)
 
Equity in income of subsidiaries
 
114

 
 
18

 
 

 
 
(132
)
 
 

 
Income (loss) before income taxes
 
67

 
 
(1
)
 
 
172

 
 
(131
)
 
 
107

 
Income tax provision
 

 
 

 
 
(40
)
 
 

 
 
(40
)
 
Net income (loss) including noncontrolling interests
 
67

 
 
(1
)
 
 
132

 
 
(131
)
 
 
67

 
Net income attributable to noncontrolling interests
 

 
 

 
 

 
 

 
 

 
Net income (loss) attributable to Resolute Forest Products Inc.
$
67

 
$
(1
)
 
$
132

 
$
(131
)
 
$
67

 
Comprehensive income (loss) attributable to Resolute Forest Products Inc.
$
69

 
$
(6
)
 
$
139

 
$
(133
)
 
$
69

 

19

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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2018
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Sales
$

 
$
731

 
$
674

 
$
(429
)
 
$
976

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
 

 
 
666

 
 
396

 
 
(423
)
 
 
639

 
Depreciation and amortization
 

 
 
21

 
 
33

 
 

 
 
54

 
Distribution costs
 

 
 
38

 
 
85

 
 

 
 
123

 
Selling, general and administrative expenses
 
7

 
 
14

 
 
21

 
 

 
 
42

 
Closure costs, impairment and other related charges
 

 
 

 
 
1

 
 

 
 
1

 
Net gain on disposition of assets
 

 
 

 
 
(4
)
 
 

 
 
(4
)
 
Operating (loss) income
 
(7
)
 
 
(8
)
 
 
142

 
 
(6
)
 
 
121

 
Interest expense
 
(24
)
 
 
(1
)
 
 
(3
)
 
 
17

 
 
(11
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
3

 
 
9

 
 

 
 
12

 
Other income (expense), net
 

 
 
19

 
 
(5
)
 
 
(17
)
 
 
(3
)
 
Equity in income of subsidiaries
 
103

 
 
28

 
 

 
 
(131
)
 
 

 
Income before income taxes
 
72

 
 
41

 
 
143

 
 
(137
)
 
 
119

 
Income tax provision
 

 
 

 
 
(48
)
 
 
1

 
 
(47
)
 
Net income including noncontrolling interests
 
72

 
 
41

 
 
95

 
 
(136
)
 
 
72

 
Net income attributable to noncontrolling interests
 

 
 

 
 

 
 

 
 

 
Net income attributable to Resolute Forest Products Inc.
$
72

 
$
41

 
$
95

 
$
(136
)
 
$
72

 
Comprehensive income attributable to Resolute Forest Products Inc.
$
75

 
$
39

 
$
100

 
$
(139
)
 
$
75

 

20

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RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2018
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Sales
$

 
$
1,540

 
$
1,266

 
$
(956
)
 
$
1,850

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
 

 
 
1,437

 
 
762

 
 
(946
)
 
 
1,253

 
Depreciation and amortization
 

 
 
41

 
 
66

 
 

 
 
107

 
Distribution costs
 

 
 
77

 
 
164

 
 
(2
)
 
 
239

 
Selling, general and administrative expenses
 
12

 
 
31

 
 
42

 
 

 
 
85

 
Closure costs, impairment and other related charges
 

 
 

 
 
1

 
 

 
 
1

 
Net gain on disposition of assets
 

 
 

 
 
(4
)
 
 

 
 
(4
)
 
Operating (loss) income
 
(12
)
 
 
(46
)
 
 
235

 
 
(8
)
 
 
169

 
Interest expense
 
(47
)
 
 
(4
)
 
 
(6
)
 
 
33

 
 
(24
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
7

 
 
18

 
 

 
 
25

 
Other income (expense), net
 

 
 
33

 
 
(10
)
 
 
(33
)
 
 
(10
)
 
Equity in income of subsidiaries
 
141

 
 
49

 
 

 
 
(190
)
 
 

 
Income before income taxes
 
82

 
 
39

 
 
237

 
 
(198
)
 
 
160

 
Income tax provision
 

 
 

 
 
(80
)
 
 
2

 
 
(78
)
 
Net income including noncontrolling interests
 
82

 
 
39

 
 
157

 
 
(196
)
 
 
82

 
Net income attributable to noncontrolling interests
 

 
 

 
 

 
 

 
 

 
Net income attributable to Resolute Forest Products Inc.
$
82

 
$
39

 
$
157

 
$
(196
)
 
$
82

 
Comprehensive income attributable to Resolute Forest Products Inc.
$
88

 
$
34

 
$
168

 
$
(202
)
 
$
88

 


21

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET
As of June 30, 2019
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
91

 
$
7

 
$

 
$
98

 
Accounts receivable, net
 

 
 
270

 
 
130

 
 

 
 
400

 
Accounts receivable from affiliates
 

 
 
248

 
 
748

 
 
(996
)
 
 

 
Inventories, net
 

 
 
214

 
 
328

 
 
(12
)
 
 
530

 
Advance and interest receivable from parent
 

 
 
66

 
 

 
 
(66
)
 
 

 
Interest receivable from affiliate
 

 
 
4

 
 

 
 
(4
)
 
 

 
Other current assets
 

 
 
16

 
 
26

 
 

 
 
42

 
Total current assets
 

 
 
909

 
 
1,239

 
 
(1,078
)
 
 
1,070

 
Fixed assets, net
 

 
 
525

 
 
954

 
 

 
 
1,479

 
Amortizable intangible assets, net
 

 
 
3

 
 
47

 
 

 
 
50

 
Deferred income tax assets
 

 
 
1

 
 
865

 
 
3

 
 
869

 
Operating lease right-of-use assets
 

 
 
29

 
 
34

 
 

 
 
63

 
Notes receivable from parent
 

 
 
1,264

 
 

 
 
(1,264
)
 
 

 
Note receivable from affiliate
 

 
 
111

 
 

 
 
(111
)
 
 

 
Investments in consolidated subsidiaries and affiliates
 
3,875

 
 
2,083

 
 

 
 
(5,958
)
 
 

 
Other assets
 

 
 
158

 
 
63

 
 

 
 
221

 
Total assets
$
3,875

 
$
5,083

 
$
3,202

 
$
(8,408
)
 
$
3,752

 
Liabilities and equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
10

 
$
122

 
$
244

 
$

 
$
376

 
Current portion of long-term debt
 

 
 
1

 
 

 
 

 
 
1

 
Current portion of operating lease liabilities
 

 
 
4

 
 
4

 
 

 
 
8

 
Accounts payable to affiliates
 
257

 
 
784

 
 

 
 
(1,041
)
 
 

 
Advance and interest payable to subsidiaries
 
66

 
 

 
 

 
 
(66
)
 
 

 
Interest payable to affiliate
 

 
 

 
 
4

 
 
(4
)
 
 

 
Total current liabilities
 
333

 
 
911

 
 
252

 
 
(1,111
)
 
 
385

 
Long-term debt, net of current portion
 
370

 
 
52

 
 

 
 

 
 
422

 
Notes payable to subsidiaries
 
1,264

 
 

 
 

 
 
(1,264
)
 
 

 
Note payable to affiliate
 

 
 

 
 
111

 
 
(111
)
 
 

 
Pension and other postretirement benefit obligations
 

 
 
330

 
 
901

 
 

 
 
1,231

 
Operating lease liabilities, net of current portion
 

 
 
26

 
 
33

 
 

 
 
59

 
Other liabilities
 

 
 
22

 
 
33

 
 

 
 
55

 
Total liabilities
 
1,967

 
 
1,341

 
 
1,330

 
 
(2,486
)
 
 
2,152

 
Total equity
 
1,908

 
 
3,742

 
 
1,872

 
 
(5,922
)
 
 
1,600

 
Total liabilities and equity
$
3,875

 
$
5,083

 
$
3,202

 
$
(8,408
)
 
$
3,752

 

22

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2018
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
301

 
$
3

 
$

 
$
304

 
Accounts receivable, net
 

 
 
301

 
 
148

 
 

 
 
449

 
Accounts receivable from affiliates
 

 
 
588

 
 
1,071

 
 
(1,659
)
 
 

 
Inventories, net
 

 
 
194

 
 
327

 
 
(13
)
 
 
508

 
Note, advance and interest receivable from parent
 

 
 
422

 
 

 
 
(422
)
 
 

 
Interest receivable from affiliate
 

 
 
4

 
 

 
 
(4
)
 
 

 
Other current assets
 

 
 
15

 
 
28

 
 

 
 
43

 
Total current assets
 

 
 
1,825

 
 
1,577

 
 
(2,098
)
 
 
1,304

 
Fixed assets, net
 

 
 
523

 
 
992

 
 

 
 
1,515

 
Amortizable intangible assets, net
 

 
 
2

 
 
48

 
 

 
 
50

 
Deferred income tax assets
 

 
 
1

 
 
872

 
 
3

 
 
876

 
Notes receivable from parent
 

 
 
657

 
 

 
 
(657
)
 
 

 
Note receivable from affiliate
 

 
 
107

 
 

 
 
(107
)
 
 

 
Investments in consolidated subsidiaries and affiliates
 
4,119

 
 
2,205

 
 

 
 
(6,324
)
 
 

 
Other assets
 

 
 
126

 
 
64

 
 

 
 
190

 
Total assets
$
4,119

 
$
5,446

 
$
3,553

 
$
(9,183
)
 
$
3,935

 
Liabilities and equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
7

 
$
170

 
$
250

 
$

 
$
427

 
Current portion of long-term debt
 
222

 
 
1

 
 

 
 

 
 
223

 
Accounts payable to affiliates
 
592

 
 
1,112

 
 

 
 
(1,704
)
 
 

 
Note, advance and interest payable to subsidiaries
 
422

 
 

 
 

 
 
(422
)
 
 

 
Interest payable to affiliate
 

 
 

 
 
4

 
 
(4
)
 
 

 
Total current liabilities
 
1,243

 
 
1,283

 
 
254

 
 
(2,130
)
 
 
650

 
Long-term debt, net of current portion
 
370

 
 
52

 
 

 
 

 
 
422

 
Notes payable to subsidiaries
 
657

 
 

 
 

 
 
(657
)
 
 

 
Note payable to affiliate
 

 
 

 
 
107

 
 
(107
)
 
 

 
Pension and other postretirement benefit obligations
 

 
 
342

 
 
915

 
 

 
 
1,257

 
Other liabilities
 
6

 
 
21

 
 
44

 
 

 
 
71

 
Total liabilities
 
2,276

 
 
1,698

 
 
1,320

 
 
(2,894
)
 
 
2,400

 
Total equity
 
1,843

 
 
3,748

 
 
2,233

 
 
(6,289
)
 
 
1,535

 
Total liabilities and equity
$
4,119

 
$
5,446

 
$
3,553

 
$
(9,183
)
 
$
3,935

 



23

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2019
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Net cash provided by operating activities
$

 
$
64

 
$
31

 
$

 
$
95

 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash invested in fixed assets
 

 
 
(19
)
 
 
(26
)
 
 

 
 
(45
)
 
Disposition of assets
 

 
 
2

 
 

 
 

 
 
2

 
Decrease in countervailing duty cash deposits on supercalendered paper
 

 
 
1

 
 

 
 

 
 
1

 
Increase in countervailing and anti-dumping duty cash deposits on softwood lumber
 

 
 
(33
)
 
 

 
 

 
 
(33
)
 
Decrease in countervailing duty cash deposits on uncoated groundwood paper
 

 
 
6

 
 

 
 

 
 
6

 
Increase in notes receivable from and advance to parent
 

 
 
(230
)
 
 

 
 
230

 
 

 
Net cash used in investing activities
 

 
 
(273
)
 
 
(26
)
 
 
230

 
 
(69
)
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments of debt
 
(225
)
 
 

 
 

 
 

 
 
(225
)
 
Purchases of treasury stock
 
(5
)
 
 

 
 

 
 

 
 
(5
)
 
Payments of financing and credit facility fees
 

 
 
(1
)
 
 
(1
)
 
 

 
 
(2
)
 
Increase in notes payable to and advance from subsidiaries
 
230

 
 

 
 

 
 
(230
)
 
 

 
Net cash used in financing activities
 

 
 
(1
)
 
 
(1
)
 
 
(230
)
 
 
(232
)
 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
 

 
 

 
 
1

 
 

 
 
1

 
Net (decrease) increase in cash and cash equivalents, and restricted cash
 

 
 
(210
)
 
 
5

 
 

 
 
(205
)
 
Cash and cash equivalents, and restricted cash:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 

 
 
306

 
 
39

 
 

 
 
345

 
End of period
$

 
$
96

 
$
44

 
$

 
$
140

 
Cash and cash equivalents, and restricted cash at period end:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
91

 
$
7

 
$

 
$
98

 
Restricted cash
 

 
 
5

 
 
37

 
 

 
 
42

 

24

Table of Contents

RESOLUTE FOREST PRODUCTS INC.
Notes to Unaudited Interim Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2018
(Unaudited, in millions)
Parent
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
Net cash provided by operating activities
$

 
$
187

 
$
33

 
$

 
$
220

 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash invested in fixed assets
 

 
 
(16
)
 
 
(37
)
 
 

 
 
(53
)
 
Disposition of assets
 

 
 

 
 
2

 
 

 
 
2

 
Increase in countervailing duty cash deposits on supercalendered paper
 

 
 
(11
)
 
 

 
 

 
 
(11
)
 
Increase in countervailing and anti-dumping duty cash deposits on softwood lumber
 

 
 
(41
)
 
 

 
 

 
 
(41
)
 
Increase in countervailing duty cash deposits on uncoated groundwood paper
 

 
 
(6
)
 
 

 
 

 
 
(6
)
 
Advance to parent
 

 
 
(1
)
 
 

 
 
1

 
 

 
Net cash used in investing activities
 

 
 
(75
)
 
 
(35
)
 
 
1

 
 
(109
)
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net repayments under revolving credit facilities
 

 
 
(114
)
 
 

 
 

 
 
(114
)
 
Payments of financing and credit facility fees
 
(1
)
 
 

 
 

 
 

 
 
(1
)
 
Advance from subsidiary
 
1

 
 

 
 

 
 
(1
)
 
 

 
Net cash used in financing activities
 

 
 
(114
)
 
 

 
 
(1
)
 
 
(115
)
 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
 

 
 

 
 
(2
)
 
 

 
 
(2
)
 
Net decrease in cash and cash equivalents, and restricted cash
 

 
 
(2
)
 
 
(4
)
 
 

 
 
(6
)
 
Cash and cash equivalents, and restricted cash:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 

 
 
3

 
 
46

 
 

 
 
49

 
End of period
$

 
$
1

 
$
42

 
$

 
$
43

 
Cash and cash equivalents, and restricted cash at period end:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
1

 
$
5

 
$

 
$
6

 
Restricted cash
 

 
 

 
 
37

 
 

 
 
37

 


25

Table of Contents


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis is intended to help the reader understand Resolute Forest Products, our results of operations, cash flows and financial condition. The discussion is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes (or the “Consolidated Financial Statements”) contained in Item 1 – Financial Statements of this Quarterly Report on Form 10-Q (or “Form 10-Q”).
When we refer to “Resolute Forest Products,” “we,” “our,” “us” or the “Company,” we mean Resolute Forest Products Inc. with its subsidiaries, either individually or collectively, unless otherwise indicated.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION AND USE OF THIRD-PARTY DATA
Statements in this Form 10-Q that are not reported financial results or other historical information of Resolute Forest Products are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to our: efforts and initiatives to reduce costs and increase revenues and profitability; business and operating outlook; future pension obligations; assessment of market conditions; growth strategies and prospects, and the growth potential of the Company and the industry in which we operate; liquidity; future cash flows, including as a result of the changes to our pension funding obligations; and strategies for achieving our goals generally. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “anticipate,” “attempt,” “project,” and other terms with similar meaning indicating possible future events or potential impact on our business or Resolute Forest Products’ shareholders.
The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs, and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause our actual future financial condition, results of operations, and performance to differ materially from those expressed or implied in this Form 10-Q include, but are not limited to, the impact of: developments in non-print media, and the effectiveness of our responses to these developments; intense competition in the forest products industry; any inability to offer products certified to globally recognized forestry management and chain of custody standards; any inability to successfully implement our strategies to increase our earnings power; the possible failure to successfully integrate acquired businesses with ours or to realize the anticipated benefits of acquisitions, such as our entry into tissue production and sales, or divestitures or other strategic transactions or projects; uncertainty or changes in political or economic conditions in the United States, Canada or other countries in which we sell our products; global economic conditions; the highly cyclical nature of the forest products industry; any difficulties in obtaining timber or wood fiber at favorable prices, or at all; changes in the cost of purchased energy and other raw materials; physical and financial risks associated with global, regional, and local weather conditions, and climate change; any disruption in operations or increased labor costs due to labor disputes; difficulties in our employee relations or retention; disruptions to our supply chain, operations, or the delivery of our products; disruptions to our information technology systems including cybersecurity incidents; risks related to the operation and transition of legacy system applications; negative publicity, even if unjustified; currency fluctuations; any increase in the level of required contributions to our pension plans, including as a result of any increase in the amount by which they are underfunded; our ability to maintain adequate capital resources to provide for all of our substantial capital requirements; the terms of our outstanding indebtedness, which could restrict our current and future operations; losses that are not covered by insurance; any additional closure costs and long-lived asset impairment or accelerated depreciation charges; any need to record additional valuation allowances against our recorded deferred income tax assets; our exports from one country to another country becoming or remaining subject to duties, cash deposit requirements, border taxes, quotas, or other trade remedies or restrictions; countervailing and anti-dumping duties on imports to the U.S. of substantially all of our softwood lumber products produced at our Canadian sawmills; any failure to comply with laws or regulations generally; any additional environmental or health and safety liabilities; any violation of trade laws, export controls, or other laws relating to our international sales and operations; adverse outcomes of legal proceedings, claims and governmental inquiries, investigations, and other disputes in which we are involved; the actions of holders of a significant percentage of our common stock; and the potential risks and uncertainties set forth under Part I, Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2018, filed with the U.S. Securities and Exchange Commission, or the “SEC”, on March 1, 2019 (or the “2018 Annual Report”).
All forward-looking statements in this Form 10-Q are expressly qualified by the cautionary statements contained or referred to in this section and in our other filings with the SEC and the Canadian securities regulatory authorities. We disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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Market and industry data
The information on industry and general economic conditions in this Form 10-Q was derived from third-party sources and trade publications we believe to be widely accepted and accurate. We have not independently verified the information and cannot assure you of its accuracy.
OVERVIEW
Resolute Forest Products is a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products, newsprint and specialty papers, which are marketed in close to 70 countries. The Company owns or operates some 40 facilities, as well as power generation assets, in the U.S. and Canada. We are the largest Canadian producer of wood products east of the Canadian Rockies and a competitive pulp producer in North America. By capacity, we are the number one producer of newsprint in the world and the largest producer of uncoated mechanical papers in North America. We are also an emerging tissue producer.
We report our activities in five business segments: market pulp, tissue, wood products, newsprint, and specialty papers.
We are guided by our vision and values, focusing on safety, sustainability, profitability, accountability, and teamwork. We believe we can be distinguished by the following competitive strengths:
Competitive cost structure combined with diversified and integrated asset base
large-scale, efficient and cost-effective operations;
access to renewable virgin fiber;
significant internal energy production from cogeneration and hydroelectric facilities;
raw materials for our paper, pulp and cogeneration facilities in Canada, our pellet plant at Thunder Bay (Ontario), as well as our value-added and engineered wood facilities in Quebec provided primarily by our sawmills;
strategically located mills, including economical access to international markets;
competitive selling, general and administrative expenses (or “SG&A”) to sales ratio;
ability to optimize staffing across our various operations; and
significant tax assets that help defer cash taxes and provide synergies in the execution of our growth and diversification strategy.
Strong balance sheet – our low debt, which has favorable pricing and flexibility, combined with strong liquidity levels, provide us with the ability to execute our strategy, particularly the continued transformation to a more profitable and sustainable company for the long term.
Seasoned management team – our senior management team has many years of experience in the pulp, tissue, wood products, and paper industries. In addition, we have an integrated leadership system focused on increasing our organizational capability by optimizing organizational structure, clarifying each employee’s role and accountabilities, improving the link between compensation and individual performance, and improving our succession planning process.
Our Business
For information relating to our products, strategy and highlights, sustainable development and performance, and power generation assets, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Business” in our 2018 Annual Report.

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Second Quarter Overview
Five-year extension of ABL Credit Facility
On May 14, 2019, we entered into an amendment to the credit agreement dated May 22, 2015, for a senior secured asset-based revolving credit facility (or the “ABL Credit Facility”). The amended credit agreement provides for an extension of the maturity date to May 14, 2024, with an aggregate lender commitment of $500 million at any time outstanding, representing a voluntary reduction of $100 million.
Share repurchase program
During the second quarter of 2019, we repurchased 0.7 million shares, at a cost of $5 million under our share repurchase program.
Three months ended June 30, 2019 vs. June 30, 2018
Our operating income was $40 million in the quarter, compared to $121 million in the second quarter of 2018. Excluding special items, we generated operating income of $40 million, compared to $118 million in the year-ago period. Special items are described below.
Our net income in the quarter was $25 million, or $0.27 per diluted share, compared to $72 million, or $0.77 per diluted share, in the year-ago period. Our net income in the quarter, excluding special items, was $11 million, or $0.12 per diluted share, compared to $66 million, or $0.71 per diluted share, in the year-ago period.
Three Months Ended June 30, 2019
Operating
Income
(Loss)
Net
Income
(Loss)
EPS
 
 
(Unaudited, in millions, except per share amounts)
GAAP, as reported
$
40

 
$
25

 
$
0.27

 
Adjustments for special items:
 
 
 
 
 
 
 
 
 
Foreign exchange loss
 

 
 
6

 
 
0.06

 
Non-operating pension and other postretirement benefit credits
 

 
 
(12
)
 
 
(0.13
)
 
Other income, net
 

 
 
(5
)
 
 
(0.05
)
 
Income tax effect of special items
 

 
 
(3
)
 
 
(0.03
)
 
Adjusted for special items (1)
$
40

 
$
11

 
$
0.12

 
Three Months Ended June 30, 2018
Operating
Income
(Loss)
Net
Income
(Loss)
EPS
 
 
(Unaudited, in millions, except per share amounts)
GAAP, as reported
$
121

 
$
72

 
$
0.77

 
Adjustments for special items:
 
 
 
 
 
 
 
 
 
Foreign exchange loss
 

 
 
1

 
 
0.01

 
Closure costs, impairment and other related charges
 
1

 
 
1

 
 
0.01

 
Net gain on disposition of assets
 
(4
)
 
 
(4
)
 
 
(0.04
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
(12
)
 
 
(0.13
)
 
Other expense, net
 

 
 
2

 
 
0.02

 
Income tax effect of special items
 

 
 
6

 
 
0.07

 
Adjusted for special items (1)
$
118

 
$
66

 
$
0.71

 
(1) 
Operating income (loss), net income (loss) and net income (loss) per share (or “EPS”), in each case as adjusted for special items, are not financial measures recognized under U.S. generally accepted accounting principles (or “GAAP”). We calculate operating income (loss), as adjusted for special items, as operating income (loss) from our Consolidated Statements of Operations, adjusted for items such as closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, and other charges or credits that are excluded from our segment’s performance from GAAP operating income (loss). We calculate net income (loss), as adjusted for special items, as net income (loss) from our Consolidated Statements of Operations, adjusted for the same special items applied to operating income (loss), in addition to foreign exchange gains and losses, non-

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operating pension and other postretirement benefit (or “OPEB”) costs and credits, other income and expense, net, and the income tax effect of the special items. EPS, as adjusted for special items, is calculated as net income (loss), as adjusted for special items, per diluted share. We believe that using these non-GAAP measures is useful because they are consistent with the indicators management uses internally to measure the Company’s performance, and it allows the reader to more easily compare our operations and financial performance from period to period. Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.
Six months ended June 30, 2019 vs. June 30, 2018
Our operating income was $104 million in the first half of the year, compared to $169 million in the year-ago period. Excluding special items, we generated operating income of $104 million, compared to $173 million in the year-ago period. Special items are described below.
Our net income in the first half of the year was $67 million, or $0.71 per diluted share, compared to $82 million or $0.88 per diluted share in the year-ago period. Our net income in the period, excluding special items, was $41 million, or $0.44 per diluted share, compared to $83 million, or $0.89 per diluted share, in the year-ago period.
Six Months Ended June 30, 2019
Operating
Income
(Loss)
Net
Income
(Loss)
EPS
 
 
(Unaudited, in millions, except per share amounts)
GAAP, as reported
$
104

 
$
67

 
$
0.71

 
Adjustments for special items:
 
 
 
 
 
 
 
 
 
Foreign exchange loss
 

 
 
10

 
 
0.11

 
Non-operating pension and other postretirement benefit credits
 

 
 
(24
)
 
 
(0.26
)
 
Other income, net
 

 
 
(5
)
 
 
(0.05
)
 
Income tax effect of special items
 

 
 
(7
)
 
 
(0.07
)
 
Adjusted for special items (1)
$
104

 
$
41

 
$
0.44

 
Six Months Ended June 30, 2018
Operating
Income
(Loss)
Net
Income
(Loss)
EPS
 
 
(Unaudited, in millions, except per share amounts)
GAAP, as reported
$
169

 
$
82

 
$
0.88

 
Adjustments for special items:
 
 
 
 
 
 
 
 
 
Foreign exchange loss
 

 
 
2

 
 
0.02

 
Closure costs, impairment and other related charges
 
1

 
 
1

 
 
0.01

 
Reversal of inventory write-downs related to closures
 
(1
)
 
 
(1
)
 
 
(0.01
)
 
Start-up costs
 
8

 
 
8

 
 
0.09

 
Net gain on disposition of assets
 
(4
)
 
 
(4
)
 
 
(0.05
)
 
Non-operating pension and other postretirement benefit credits
 

 
 
(25
)
 
 
(0.27
)
 
Other expense, net
 

 
 
8

 
 
0.09

 
Income tax effect of special items
 

 
 
12

 
 
0.13

 
Adjusted for special items (1)
$
173

 
$
83

 
$
0.89

 
(1) 
Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Overview – Second Quarter Overview above.

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ASU 2016-02 “Leases”
Effective January 1, 2019, we adopted Accounting Standards Update (or “ASU”) 2016-02, “Leases,” issued by the Financial Accounting Standards Board, and the series of related accounting standard updates that followed, through a cumulative-effect adjustment as of that date. For more information, including the effect on our Consolidated Balance Sheet as of January 1, 2019, refer to Note 1, “Organization and Basis of Presentation – New accounting pronouncement adopted in 2019,” to our Consolidated Financial Statements.
RESULTS OF OPERATIONS
Consolidated Results
Selected financial information
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except per share amounts)
2019
2018
 
2019
2018
Sales
$
755

 
$
976

 
 
$
1,550

 
$
1,850

 
Operating income (loss) per segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
Market pulp
 
27

 
 
41

 
 
 
69

 
 
74

 
Tissue
 
(4
)
 
 
(10
)
 
 
 
(12
)
 
 
(11
)
 
Wood products
 
(3
)
 
 
79

 
 
 
3

 
 
132

 
Newsprint
 
17

 
 
18

 
 
 
45

 
 
14

 
Specialty papers
 
15

 
 
4

 
 
 
30

 
 
(3
)
 
Segment total
 
52

 
 
132

 
 
 
135

 
 
206

 
Corporate and other
 
(12
)
 
 
(11
)
 
 
 
(31
)
 
 
(37
)
 
Operating income
 
40

 
 
121

 
 
 
104

 
 
169

 
Net income attributable to Resolute Forest Products Inc.
 
25

 
 
72

 
 
 
67

 
 
82

 
Net income per common share attributable to Resolute Forest Products Inc. common shareholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.27

 
$
0.79

 
 
$
0.73

 
$
0.90

 
Diluted
 
0.27

 
 
0.77

 
 
 
0.71

 
 
0.88

 
Adjusted EBITDA (1)
$
82

 
$
172

 
 
$
186

 
$
280

 
 
(Unaudited, in millions)
June 30,  
 2019
December 31,  
 2018
Cash and cash equivalents
$
98

 
$
304

 
Total assets
 
3,752

 
 
3,935

 
(1)
Earnings before interest expense, income taxes, and depreciation and amortization (or “EBITDA”) and adjusted EBITDA are not financial measures recognized under GAAP. EBITDA is calculated as net income (loss) including noncontrolling interests from the Consolidated Statements of Operations, adjusted for interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA means EBITDA, excluding special items, such as foreign exchange gains and losses, closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, non-operating pension and OPEB costs and credits, and other charges or credits. We believe that using non-GAAP measures such as EBITDA and adjusted EBITDA is useful because they are consistent with the indicators management uses internally to measure the Company’s performance and it allows the reader to more easily compare our operations and financial performance from period to period. EBITDA and adjusted EBITDA are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.

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Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net income including noncontrolling interests
$
25

 
$
72

 
 
$
67

 
$
82

 
Interest expense
 
7

 
 
11

 
 
 
16

 
 
24

 
Income tax provision
 
19

 
 
47

 
 
 
40

 
 
78

 
Depreciation and amortization
 
42

 
 
54

 
 
 
82

 
 
107

 
EBITDA
$
93

 
$
184

 
 
$
205

 
$
291

 
Foreign exchange loss
 
6

 
 
1

 
 
 
10

 
 
2

 
Closure costs, impairment and other related charges
 

 
 
1

 
 
 

 
 
1

 
Reversal of inventory write-downs related to closures
 

 
 

 
 
 

 
 
(1
)
 
Start-up costs
 

 
 

 
 
 

 
 
8

 
Net gain on disposition of assets
 

 
 
(4
)
 
 
 

 
 
(4
)
 
Non-operating pension and other postretirement benefit credits
 
(12
)
 
 
(12
)
 
 
 
(24
)
 
 
(25
)
 
Other (income) expense, net
 
(5
)
 
 
2

 
 
 
(5
)
 
 
8

 
Adjusted EBITDA
$
82

 
$
172

 
 
$
186

 
$
280

 
The operating results of our Calhoun (Tennessee) tissue operations, previously recorded under “corporate and other,” have been recorded in our tissue segment since April 1, 2018.
Three months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
consobridgeqtd.jpg
Sales
Sales decreased by $221 million compared to the year-ago period, to $755 million. After removing the effect of the divestitures of the Catawba (South Carolina) and Fairmont (West Virginia) facilities in the fourth quarter of 2018, sales volume was $42 million lower, mainly due to lower shipments of newsprint and market pulp, while pricing contributed to a $68 million decrease in sales. The average transaction price for wood products fell by 32%, more than offsetting the higher prices in specialty papers and newsprint, up by 7% and 2%, respectively.

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Cost of sales, excluding depreciation, amortization and distribution costs
Cost of sales, excluding depreciation, amortization and distribution costs, which we refer to as “COS”, improved by $103 million in the quarter. After removing the COS related to the divestitures, the effect of lower volume, and the Canadian dollar fluctuation, COS increased by $31 million, reflecting:
higher wood fiber costs ($18 million), mostly due to wood shortages;
an increase in maintenance costs ($3 million), largely scheduled repairs;
lower contribution from our cogeneration assets that sell power externally ($2 million), due to scheduled maintenance; and
higher chemical costs ($2 million).
Distribution costs
After removing the impact of divestitures, the effect of lower volume, and the Canadian dollar fluctuation, distribution costs decreased by $3 million, reflecting an improvement in freight rates and transportation optimization, mainly in specialty papers.
Depreciation and amortization
Depreciation and amortization was $12 million lower in the quarter, reflecting the full amortization of certain newsprint assets at the end of the fourth quarter of 2018, the divestitures of the Catawba and Fairmont facilities, and the increase of the useful lives of certain of our newsprint machinery and equipment.
Selling, general and administrative expenses
SG&A improved by $6 million in the quarter, primarily due to lower incentive plan expense, which is based on company performance.
Net income variance analysis
Interest expense
Interest expense was $4 million lower in the quarter, as we repurchased $225 million in aggregate principal amount of our 5.875% senior unsecured notes due 2023 (or the “2023 notes”) on January 3, 2019, and we fully repaid borrowings of $144 million under our revolving credit facilities in 2018.
Income taxes
We recorded an income tax provision of $19 million in the period, on income before income taxes of $44 million, compared to an expected income tax provision of $9 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects U.S. tax on non-U.S. earnings ($5 million), a valuation allowance related to our U.S. operations where we recognize a valuation allowance against virtually all of our net deferred income tax assets ($4 million), and state and foreign tax rate differences ($3 million).
In the second quarter of 2018, we recorded an income tax provision of $47 million, on income before income taxes of $119 million, compared to an expected income tax provision of $25 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects U.S. tax on non-U.S. earnings ($18 million), foreign tax rate differences ($7 million), and foreign exchange items ($7 million), partly offset by a valuation allowance reversal related to our U.S. operations ($13 million).

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Six months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
consobridgeytd.jpg
Sales
Sales decreased by $300 million compared to the year-ago period, to $1,550 million. After removing the effect of the divestitures of the Catawba and Fairmont facilities, sales declined by $82 million. Lower shipments in all business segments, except tissue, reduced sales by $64 million, while pricing had an unfavorable impact of $31 million. The 26% drop in the average transaction price for wood products more than outweighed increases in the average transaction price for specialty papers, newsprint, and market pulp. The inclusion of our Calhoun tissue operations’ results in our tissue segment increased sales by $16 million.
Cost of sales, excluding depreciation, amortization and distribution costs
COS was $163 million lower in the period. After removing the COS related to the divestitures and Calhoun’s tissue operations, as well as the effect of lower volume, and the Canadian dollar fluctuation, COS increased by $82 million, reflecting:
higher wood fiber costs ($38 million), mostly due to wood shortages;
an increase in maintenance costs ($15 million), largely scheduled repairs;
higher labor expense ($10 million);
a rise in recycled fiber prices ($8 million);
lower contribution from our cogeneration assets that sell power externally ($3 million) and our hydroelectric facilities ($2 million); and
higher chemical costs ($3 million);
partly offset by start-up costs incurred in the year-ago period ($7 million) for the Calhoun tissue manufacturing and converting facility.
Distribution costs
After removing the distribution costs related to Calhoun’s tissue operations and divestitures, the effect of lower volume, and the Canadian dollar fluctuation, distribution costs decreased by $4 million, reflecting improved freight rates and transportation optimization, mainly in specialty papers.
Depreciation and amortization
Depreciation and amortization was $25 million lower in the first half of 2019, reflecting the full amortization of certain newsprint assets at the end of the fourth quarter of 2018, the divestitures of the Catawba and Fairmont facilities, and the increase of the useful lives of certain of our newsprint machinery and equipment.

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Selling, general and administrative expenses
SG&A improved by $12 million in the first half of the year compared to the same period last year, mainly due to lower incentive plan expense, which is based on company performance.
Net income variance analysis
Interest expense
Interest expense was $8 million lower in the first half of 2019, as we repurchased $225 million in aggregate principal amount of our 2023 notes on January 3, 2019, and we fully repaid borrowings of $144 million under our revolving credit facilities in 2018.
Income taxes
We recorded an income tax provision of $40 million in the period, on income before income taxes of $107 million, compared to an expected income tax provision of $22 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects a valuation allowance related to our U.S. operations ($11 million), state and foreign tax rate differences ($7 million), and U.S. tax on non-U.S. earnings ($5 million), partly offset by foreign exchange items ($4 million).
In the first half of 2018, we recorded an income tax provision of $78 million, on income before income taxes of $160 million, compared to an expected income tax provision of $34 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects U.S. tax on non-U.S. earnings ($25 million), foreign exchange items ($14 million), and state and foreign tax rate differences ($10 million), partly offset by a valuation allowance reversal related to our U.S. operations ($8 million).
Segment Earnings
We manage our business based on the products we manufacture. Our reportable segments correspond to our principal product lines: market pulp, tissue, wood products, newsprint, and specialty papers.
We do not allocate any of the income or loss items following “operating income” in our Consolidated Statements of Operations to our segments because those items are reviewed separately by management. Similarly, we do not allocate to the segments: closure costs, impairment and other related charges; inventory write-downs related to closures; start-up costs; gains and losses on disposition of assets; as well as other discretionary charges or credits.
We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all SG&A are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”

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MARKET PULP
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except where otherwise stated)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
189

 
$
264

 
 
$
420

 
$
521

 
Operating income (1)
 
27

 
 
41

 
 
 
69

 
 
74

 
EBITDA (2)
 
32

 
 
49

 
 
 
79

 
 
89

 
(In thousands of metric tons)
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments
 
257

 
 
353

 
 
 
543

 
 
715

 
Downtime
 
15

 
 
22

 
 
 
23

 
 
28

 
 
June 30,
(Unaudited, in thousands of metric tons)
2019
2018
Finished goods inventory
 
110

 
 
108

 
(1) 
Net income including noncontrolling interests is equal to operating income in this segment.
(2) 
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net income including noncontrolling interests
$
27

 
$
41

 
 
$
69

 
$
74

 
Depreciation and amortization
 
5

 
 
8

 
 
 
10

 
 
15

 
EBITDA
 
32

 
 
49

 
 
 
79

 
 
89

 
Industry trends
pulptrends.jpg

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World demand for chemical pulp fell by 2.9% in the first five months of the year compared to the year-ago period, reflecting decreases of 10.5% and 3.7% in Western Europe and China, respectively, while North America was up 11.2%. World capacity grew by 1.1% over the same period.
World demand for softwood pulp grew by 1.0% in the first five months of the year, with increases in shipments to North America and China of 5.0% and 4.0%, respectively, while Western Europe was down by 5.4%. The operating rate was 91%.
In the same period, demand for hardwood pulp dropped by 6.0%, with shipments to Western Europe and China down by 14.3% and 9.2%, respectively, while North America was up by 21.1%. The operating rate was 80%, reflecting elevated producer inventory levels.
Three months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
pulpbridgeqtd.jpg
Sales
Sales were $75 million lower, or 28%, to $189 million in the quarter, reflecting a reduction in shipments of 96,000 metric tons, mainly due to the sale of the paper and pulp mill at Catawba and the recycled bleached kraft pulp mill at Fairmont. Volumes were also unfavorably impacted by weaker global pulp markets. Consequently, finished goods inventory rose to 110,000 metric tons at quarter-end. Challenging market conditions also weighed on the average transaction price, which decreased by $8 per metric ton this quarter.
Cost of sales, excluding depreciation, amortization and distribution costs
Manufacturing costs increased by $8 million after adjusting for the effect of lower volume, the divestitures, and the Canadian dollar fluctuation, mainly reflecting higher wood fiber costs due to wood shortages.
Depreciation and amortization
Depreciation and amortization was $3 million lower in the quarter, mainly due to the divestitures of the Catawba and Fairmont facilities.

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Six months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
pulpbridgeytd.jpg
Sales
Sales were $101 million lower, or 19%, to $420 million in the first half of the year, primarily due to lower capacity resulting from the sale of the paper and pulp mill at Catawba and the recycled bleached kraft pulp mill at Fairmont. Lower sales volume due to the current weakness in pulp markets was compensated by an increase in the average transaction price of $47 per metric ton, as price increases realized across all grades in 2018 outweighed the weaker pricing in the second quarter of 2019.
Cost of sales, excluding depreciation, amortization and distribution costs
After adjusting for the effect of lower volume, the divestitures, and the Canadian dollar fluctuation, manufacturing costs increased by $31 million, reflecting:
higher wood fiber costs ($16 million), mostly due to wood shortages;
a rise in recycled fiber prices ($8 million); and
higher maintenance costs ($6 million), mostly planned.
Depreciation and amortization
Depreciation and amortization was $5 million lower in the current year, due to the divestitures of the Catawba and Fairmont facilities.

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TISSUE
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except where otherwise stated)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
43

 
$
35

 
 
$
82

 
$
57

 
Operating loss (1)
 
(4
)
 
 
(10
)
 
 
 
(12
)
 
 
(11
)
 
EBITDA (2)
 

 
 
(5
)
 
 
 
(3
)
 
 
(5
)
 
(In thousands of short tons)
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments (3)
 
25

 
 
23

 
 
 
49

 
 
38

 
Downtime
 

 
 
1

 
 
 
1

 
 
1

 
 
June 30,
(Unaudited, in thousands of short tons)
2019
2018
Finished goods inventory (3)
 
7

 
 
8

 
(1) 
Net loss including noncontrolling interests is equal to operating loss in this segment.
(2) 
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
(3) 
Tissue converted products, which are measured in cases, are converted to short tons.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net loss including noncontrolling interests
$
(4
)
 
$
(10
)
 
 
$
(12
)
 
$
(11
)
 
Depreciation and amortization
 
4

 
 
5

 
 
 
9

 
 
6

 
EBITDA
 

 
 
(5
)
 
 
 
(3
)
 
 
(5
)
 
Industry trends
tissuetrends.jpg
Total tissue consumption in the U.S. grew by 2.6% in the first half of 2019 compared to the same period last year. U.S. converted tissue products shipments also increased by 2.3% as a result of an increase in away-from-home shipments, up 3.3%,

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and at-home shipments, up 1.8%. U.S. parent roll production showed a growth of 2.4% from the year-ago period. Tissue capacity also increased by 3.3%, contributing to a 93% average industry operating rate, down 0.9% from the year-ago period.
Three months ended June 30, 2019 vs. June 30, 2018
Operating loss variance analysis
tissuebridgeqtd.jpg
Sales
Sales were $8 million higher, or 23%, to $43 million in the quarter, reflecting the positive trend in converted products shipments, which increased by 22% compared to the year-ago period, and the realization of previously announced away-from-home products price increases. Accordingly, the average transaction price rose by $144 per short ton, or 9%.

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Six months ended June 30, 2019 vs. June 30, 2018
Operating loss variance analysis
tissuebridgeytd.jpg
The operating results of our Calhoun tissue operations have been recorded in our tissue segment since April 1, 2018. The operating loss of $12 million incurred in the first quarter of 2018 for our Calhoun tissue manufacturing and converting facility was recorded under “corporate and other.”
Sales
Sales were $25 million higher, or 44%, to $82 million in the first half of the year. Shipments rose by 11,000 short tons, primarily due to the inclusion of Calhoun’s results in our tissue segment starting on April 1, 2018, and sales volume growth. The average transaction price was $157 per short ton higher, due to favorable product mix. Pricing also improved due to the realization of previously announced away-from-home products price increases.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the effect of higher volume and the COS related to Calhoun’s operations and the divestiture of the Fairmont mill, our manufacturing costs improved by $2 million compared to the year-ago period due to lower maintenance costs.
Depreciation and amortization
Depreciation and amortization was $3 million higher in the current year, mostly attributable to the inclusion of Calhoun’s results in our tissue segment.

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WOOD PRODUCTS
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except where otherwise stated)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
168

 
$
254

 
 
$
329

 
$
463

 
Operating (loss) income (1)
 
(3
)
 
 
79

 
 
 
3

 
 
132

 
EBITDA (2)
 
6

 
 
86

 
 
 
20

 
 
147

 
(In millions board feet)
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments (3)
 
484

 
 
494

 
 
 
912

 
 
949

 
Downtime
 
53

 
 
26

 
 
 
94

 
 
49

 
 
June 30,
(Unaudited, in millions board feet)
2019
2018
Finished goods inventory (3)
 
122

 
 
128

 
(1) 
Net (loss) income including noncontrolling interests is equal to operating (loss) income in this segment.
(2) 
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
(3) 
Includes wood pellets measured by mass, converted to board feet using a density-based conversion ratio.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net (loss) income including noncontrolling interests
$
(3
)
 
$
79

 
 
$
3

 
$
132

 
Depreciation and amortization
 
9

 
 
7

 
 
 
17

 
 
15

 
EBITDA
 
6

 
 
86

 
 
 
20

 
 
147

 
Industry trends
woodtrends.jpg
Average U.S. housing starts were 1.2 million on a seasonally-adjusted basis in the first half of 2019, down 4.1% from the same period last year, which reflects a 4.5% decrease in single-family starts, and a 2.3% decrease in multi-family starts. The 2x4 –

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Random Length (or “RL”) #1-2 Kiln Dried Great Lakes (or “KD GL”) price dropped by 32.9% in the first half of 2019 compared to the year-ago period, while the 2x4x8 Stud KD GL price was down by 27.3%.
Three months ended June 30, 2019 vs. June 30, 2018
Operating (loss) income variance analysis
woodbridgeqtd.jpg
Sales
Sales were $86 million lower, or 34%, to $168 million in the quarter, as the average transaction price fell by $166 per thousand board feet, or 32%, and shipments decreased by 10 million board feet, reflecting weaker lumber market conditions. Given market headwinds, we temporarily curtailed lumber production in the quarter, for a total of 53 million board feet. Consequently, finished goods inventory fell to more normal levels of 122 million board feet at quarter-end.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the effect of lower volume and the Canadian dollar fluctuation, manufacturing costs increased by $7 million, largely reflecting higher wood fiber costs.

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Six months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
woodbridgeytd.jpg
Sales
Sales were $134 million lower, or 29%, to $329 million in the first half of the year, driven by a $128 per thousand board feet decrease in the average transaction price and a 37 million board feet decrease in shipments, as market conditions remained weak in 2019.
Cost of sales, excluding depreciation, amortization and distribution costs
Manufacturing costs increased by $18 million after adjusting for the effect of lower volume and the Canadian dollar fluctuation, reflecting higher wood fiber costs ($13 million), and an increase in labor costs ($4 million).

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NEWSPRINT
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except where otherwise stated)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
209

 
$
230

 
 
$
421

 
$
428

 
Operating income (1)
 
17

 
 
18

 
 
 
45

 
 
14

 
EBITDA (2)
 
25

 
 
35

 
 
 
60

 
 
47

 
(In thousands of metric tons)
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments
 
350

 
 
393

 
 
 
685

 
 
748

 
Downtime
 
52

 
 
6

 
 
 
53

 
 
14

 
 
June 30,
(Unaudited, in thousands of metric tons)
2019
2018
Finished goods inventory
 
105

 
 
85

 
(1)
Net income including noncontrolling interests is equal to operating income in this segment.
(2)
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net income including noncontrolling interests
$
17

 
$
18

 
 
$
45

 
$
14

 
Depreciation and amortization
 
8

 
 
17

 
 
 
15

 
 
33

 
EBITDA
 
25

 
 
35

 
 
 
60

 
 
47

 
Industry trends
newstrends.jpg
North American demand for newsprint declined by 15.7% in the first half of the year compared to the same period last year, as demand from newspaper publishers was reduced by 19.6%, reflecting in part continued consumer inventory destocking. Demand from commercial printers also decreased, dropping by 8.4%. The North American shipment-to-capacity ratio was 84% in the first half of 2019, down from 96% in the year-ago period.

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Global demand for newsprint was down by 8.2% in the first half of the year compared to the year-ago period, with North America, Asia, and Western Europe down 15.7%, 7.3%, and 5.3%, respectively. The global operating rate was 85%, compared to 91% in the year-ago period.
Three months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
newsbridgeqtd.jpg
Sales
Newsprint sales decreased by $21 million, or 9%, to $209 million in the second quarter of the year. Despite the recent softening market conditions, the average transaction price increased by $13 per metric ton compared to the same quarter last year. Shipments, however, dropped by 43,000 metric tons, reflecting the ongoing structural demand decline. To offset this slowdown in demand, 52,000 metric tons of temporary production downtime was taken this quarter, reducing finished goods inventory closer to trend levels of 105,000 metric tons at quarter-end.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the effect of lower volume and the Canadian dollar fluctuation, manufacturing costs increased by $12 million, mainly reflecting:
higher maintenance costs ($3 million), mostly due to more planned repairs;
an increase in wood fiber costs ($3 million), due to wood shortages;
lower contribution from our cogeneration assets that sell power externally ($2 million), due to scheduled maintenance; and
higher power and steam costs ($2 million).
Depreciation and amortization
Depreciation and amortization was $9 million lower in the quarter, reflecting the full amortization of certain assets at the end of the fourth quarter of 2018 and the increase of the useful lives of certain of our machinery and equipment.

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Six months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
newsbridgeytd.jpg
Sales
Newsprint sales decreased by $7 million, or 2%, to $421 million in the first half of the year. Shipments decreased by 63,000 metric tons, largely reflecting ongoing structural demand decline. However, the average transaction price was $44 per metric ton higher compared to the first half of 2018.
Cost of sales, excluding depreciation, amortization and distribution costs
Manufacturing costs increased by $20 million after adjusting for the effect of lower volume and the Canadian dollar fluctuation, mainly reflecting:
higher maintenance costs ($5 million), mostly due to more planned repairs;
an increase in wood fiber costs ($5 million), due to wood shortages;
higher labor costs ($3 million); and
lower contribution from our cogeneration assets that sell power externally ($3 million).
Depreciation and amortization
Depreciation and amortization was $18 million lower in the first half of the year, reflecting the full amortization of certain assets at the end of the fourth quarter of 2018 and the increase of the useful lives of certain of our machinery and equipment.


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SPECIALTY PAPERS
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions, except where otherwise stated)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Sales
$
146

 
$
193

 
 
$
298

 
$
381

 
Operating income (loss) (1)
 
15

 
 
4

 
 
 
30

 
 
(3
)
 
EBITDA (2)
 
26

 
 
16

 
 
 
51

 
 
21

 
(In thousands of short tons)
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments
 
193

 
 
275

 
 
 
392

 
 
554

 
Downtime
 
14

 
 
12

 
 
 
26

 
 
15

 
 
June 30,
(Unaudited, in thousands of short tons)
2019
2018
Finished goods inventory
 
55

 
 
70

 
(1)
Net income (loss) including noncontrolling interests is equal to operating income (loss) in this segment.
(2)
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net income (loss) including noncontrolling interests
$
15

 
$
4

 
 
$
30

 
$
(3
)
 
Depreciation and amortization
 
11

 
 
12

 
 
 
21

 
 
24

 
EBITDA
 
26

 
 
16

 
 
 
51

 
 
21

 
Industry trends
specialtytrends.jpg
North American demand for uncoated mechanical papers was down by 13.6% in the first half of 2019 compared to the year-ago period. Lower consumption and consumer inventory destocking led to a 19.5% decline in the demand for standard papers, while the demand for supercalendered grades fell by 7.0%. Accordingly, the operating rate decreased to 83%, compared to 92% in the year-ago period.

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Three months ended June 30, 2019 vs. June 30, 2018
Operating income variance analysis
specialtybridgeqtd.jpg
Sales
Specialty paper sales decreased by $47 million, or 24%, to $146 million in the second quarter of the year as the increase in the average transaction price of $52 per short ton was more than offset by lower sales volume, down by 82,000 short tons, resulting from the sale of the paper and pulp mill at Catawba.
Cost of sales, excluding depreciation, amortization and distribution costs
Manufacturing costs increased by $7 million after adjusting for the effect of lower volume, the Catawba mill divestiture, and the Canadian dollar fluctuation, largely due to higher wood fiber costs as a result of wood shortages.
Distribution costs
After removing the impact of the Catawba mill divestiture, distribution costs decreased by $3 million, reflecting an improvement in freight rates and transportation optimization.

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Six months ended June 30, 2019 vs. June 30, 2018
Operating income (loss) variance analysis
specialtybridgeytd.jpg
Sales
Specialty paper sales decreased by $83 million, or 22%, to $298 million in the first half of the year. While the average transaction price increased by $73 per short ton compared to the same period last year, shipments decreased by 162,000 short tons, due to the sale of the paper and pulp mill at Catawba.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the impact of lower volume, the Catawba mill divestiture, and the Canadian dollar fluctuation, manufacturing costs increased by $17 million, mainly due to:
higher maintenance costs ($4 million), largely due to more planned repairs;
higher wood fiber costs ($4 million), mostly due to wood shortages;
an increase in labor costs ($2 million);
lower internal hydroelectric generation ($2 million); and
higher chemical costs ($2 million).
Distribution costs
After removing the impact of the Catawba mill divestiture, distribution costs decreased by $5 million, reflecting an improvement in freight rates and transportation optimization.

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Corporate and Other
Highlights
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Cost of sales, excluding depreciation, amortization and distribution costs
$

 
$
(2
)
 
 
$
(7
)
 
$
(9
)
 
Depreciation and amortization
 
(5
)
 
 
(5
)
 
 
 
(10
)
 
 
(14
)
 
Selling, general and administrative expenses
 
(7
)
 
 
(7
)
 
 
 
(14
)
 
 
(17
)
 
Closure costs, impairment and other related charges
 

 
 
(1
)
 
 
 

 
 
(1
)
 
Net gain on disposition of assets
 

 
 
4

 
 
 

 
 
4

 
Operating loss
$
(12
)
 
$
(11
)
 
 
$
(31
)
 
$
(37
)
 
Interest expense
 
(7
)
 
 
(11
)
 
 
 
(16
)
 
 
(24
)
 
Non-operating pension and other postretirement benefit credits
 
12

 
 
12

 
 
 
24

 
 
25

 
Other expense, net
 
(1
)
 
 
(3
)
 
 
 
(5
)
 
 
(10
)
 
Income tax provision
 
(19
)
 
 
(47
)
 
 
 
(40
)
 
 
(78
)
 
Net loss including noncontrolling interests
$
(27
)
 
$
(60
)
 
 
$
(68
)
 
$
(124
)
 
The table below shows the reconciliation of net loss including noncontrolling interests to EBITDA and adjusted EBITDA, which are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Results of Operations – Consolidated Results – Selected Financial Information” above.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
 
2019
 
 
2018
 
 
Net loss including noncontrolling interests
$
(27
)
 
$
(60
)
 
 
$
(68
)
 
$
(124
)
 
Interest expense
 
7

 
 
11

 
 
 
16

 
 
24

 
Income tax provision
 
19

 
 
47

 
 
 
40

 
 
78

 
Depreciation and amortization
 
5

 
 
5

 
 
 
10

 
 
14

 
EBITDA
$
4

 
$
3

 
 
$
(2
)
 
$
(8
)
 
Foreign exchange loss
 
6

 
 
1

 
 
 
10

 
 
2

 
Closure costs, impairment and other related charges
 

 
 
1

 
 
 

 
 
1

 
Reversal of inventory write-downs related to closures
 

 
 

 
 
 

 
 
(1
)
 
Start-up costs
 

 
 

 
 
 

 
 
8

 
Net gain on disposition of assets
 

 
 
(4
)
 
 
 

 
 
(4
)
 
Non-operating pension and other postretirement benefit credits
 
(12
)
 
 
(12
)
 
 
 
(24
)
 
 
(25
)
 
Other (income) expense, net
 
(5
)
 
 
2

 
 
 
(5
)
 
 
8

 
Adjusted EBITDA
$
(7
)
 
$
(9
)
 
 
$
(21
)
 
$
(19
)
 

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LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
We rely on cash and cash equivalents, net cash provided by operations, and our revolving credit facilities to fund our operations, make pension contributions, and finance our working capital, capital expenditures, and duty cash deposits. In addition, from time to time we may use available cash to reduce debt and to return capital to shareholders, including through share repurchases or special dividends. As of June 30, 2019, we had cash and cash equivalents of $98 million and availability of $492 million under our revolving credit facilities.
Based on our current projections, we expect to have sufficient financial resources available to finance our business plan, make pension contributions, meet working capital and duty cash deposit requirements, and maintain an appropriate level of capital spending.
Based on market conditions, we may seek to retire, repay or refinance our outstanding indebtedness, including under the 2023 notes and credit facilities, through redemptions, prepayments, open market purchases or individually negotiated transactions, as we continue to focus on reducing costs and enhancing our flexibility.
Five-year extension of ABL Credit Facility
On May 14, 2019, we entered into an amendment to the credit agreement dated May 22, 2015, for the ABL Credit Facility. The amended credit agreement provides for an extension of the maturity date to May 14, 2024, with an aggregate lender commitment of $500 million at any time outstanding, subject to borrowing base availability based on specified advance rates, eligibility criteria and customary reserves. The amended aggregate lender commitment amount represents a voluntary reduction of $100 million. For more information, see Note 7, “Long-Term Debt – ABL Credit Facility,” to our Consolidated Financial Statements.
Flow of Funds
Summary of cash flows
A summary of cash flows for the six months ended June 30, 2019 and 2018, was as follows:
 
Six Months Ended 
 June 30,
(Unaudited, in millions)
2019
 
 
2018
 
 
Net cash provided by operating activities
$
95

 
$
220

 
Net cash used in investing activities
 
(69
)
 
 
(109
)
 
Cash used in financing activities
 
(232
)
 
 
(115
)
 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
 
1

 
 
(2
)
 
Net decrease in cash and cash equivalents, and restricted cash
$
(205
)
 
$
(6
)
 
Six months ended June 30, 2019 vs. June 30, 2018
Net cash provided by operating activities
We generated $95 million of cash from operating activities in the first half of 2019, compared to $220 million in the year-ago period. The decrease is primarily attributable to lower profitability, and an increase in working capital in the current period, partially offset by lower interest payments and pension contributions.
Net cash used in investing activities
We used $69 million of cash in investing activities in the current period, which included:
$45 million in capital expenditures; and
$33 million of countervailing and anti-dumping duty cash deposits on softwood lumber;
offset in part by the full refund of countervailing duty cash deposits on uncoated groundwood paper of $6 million.

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In the year-ago period, net cash used in investing activities was $109 million, or $40 million higher, reflecting countervailing and anti-dumping duty cash deposits of $58 million and capital expenditures of $53 million.
Cash used in financing activities
In 2019, we repurchased $225 million in aggregate principal amount of our 2023 notes, as well as $5 million of shares, as described below. This compares to repayments of $114 million under our revolving credit facilities in the first half of 2018.
Share Repurchase Program
During the six months ended June 30, 2019, we repurchased 0.7 million shares, at a cost of $5 million under our $150 million share repurchase program, which was launched in 2012. There remains $19 million under the program as of June 30, 2019.

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RESOLUTE FOREST PRODUCTS INC.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information relating to quantitative and qualitative disclosures about market risk is disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2018 Annual Report. There have been no material changes in our exposure to market risk as previously disclosed in our 2018 Annual Report.
ITEM 4.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures:
We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as of June 30, 2019. Based on that evaluation, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date in recording, processing, summarizing and timely reporting information required to be disclosed in our reports to the SEC.
(b) Changes in Internal Control over Financial Reporting:
In connection with the evaluation of internal control over financial reporting, there were no changes during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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RESOLUTE FOREST PRODUCTS INC.

PART II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
In addition to the legal proceedings presented under Part I, Item 3, “Legal Proceedings,” in our 2018 Annual Report, see the description of our material pending legal proceedings in Note 10, “Commitments and Contingencies – Legal matters,” to our Consolidated Financial Statements, which is incorporated in this “Item 1 – Legal Proceedings” by reference.
ITEM 1A.
RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors set forth under Part I, Item 1A, “Risk Factors” in our 2018 Annual Report, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors previously disclosed in our 2018 Annual Report.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth information about our stock repurchases for the three months ended June 30, 2019:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 to April 30
 

 
$

 
 

 
$
23,983,730

 
May 1 to May 31
 

 
 

 
 

 
 
23,983,730

 
June 1 to June 30
 
720,000

 
 
6.23

 
 
720,000

 
 
19,498,130

 
Total
 
720,000

 
$
6.23

 
 
720,000

 
$
19,498,130

 
(1) 
$150 million share repurchase program launched in 2012.
As of July 31, 2019, we repurchased 1,106,120 additional shares at an average price per share of $6.79 for a total cost of $7 million.
ITEM 5.
OTHER INFORMATION
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, on May 24, 2019, the stockholders of Resolute Forest Products approved the Resolute Forest Products 2019 Equity Incentive Plan (or the “2019 Incentive Plan”) at the Company’s 2019 Annual Meeting of Stockholders. The Company’s Board of Directors previously adopted the 2019 Incentive Plan on March 28, 2019, subject to shareholder approval.
Effective as of May 24, 2019, the 2019 Incentive Plan authorizes the granting of restricted stock, restricted stock units, performance stock units, performance shares and other equity-based awards to eligible persons, including executive officers and other employees of the Company, its subsidiaries and affiliates as well as non-employee directors of the Company. An aggregate of 3,000,000 shares are authorized and reserved for issuance under the 2019 Incentive Plan. The 2019 Incentive Plan replaces the Resolute Forest Products Equity Incentive Plan, which was adopted in 2010. A more detailed description of the 2019 Incentive Plan was included in the Company’s Proxy Statement dated April 10, 2019 (the “Proxy Statement”), under the caption “Management Proposals – Item 4: Vote to Approve the Resolute Forest Products 2019 Equity Incentive Plan.”
The foregoing and the summary of the 2019 Incentive Plan in the Proxy Statement are not complete summaries of the terms of the 2019 Incentive Plan and are qualified by reference to the full text of the 2019 Incentive Plan, which was attached as Appendix A to the Proxy Statement and is attached hereto as Exhibit 10.4 and incorporated by reference.

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RESOLUTE FOREST PRODUCTS INC.

ITEM 6.
EXHIBITS
 
Exhibit No.
 
Description
 
 
 
Second Amendment to the Credit Agreement, dated as of May 14, 2019, among Resolute Forest Products Inc., Resolute FP Canada Inc., certain other subsidiaries of Resolute Forest Products Inc. as borrowers or guarantors, various lenders, Bank of America, N.A., as U.S. Administrative Agent and Collateral Agent, and Bank of America, N.A. (through its Canada branch), as Canadian Administrative Agent (incorporated by reference from Exhibit 10.1 to Resolute Forest Products Inc.’s Current Report on Form 8-K filed May 20, 2019, SEC file No. 001-33776).
 
 
 
2019 Resolute Forest Products Inc. Short-Term Incentive Plan – U.S.
 
 
 
2019 Resolute Forest Products Inc. Short-Term Incentive Plan – Canada / International.
 
 
 
Resolute Forest Products Inc. 2019 Equity Incentive Plan.
 
 
 
Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS*
 
XBRL Instance Document.
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
This is a management contract or compensatory plan or arrangement.
*
Interactive data files furnished with this Form 10-Q, which represent the following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Interim Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

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RESOLUTE FOREST PRODUCTS INC.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
RESOLUTE FOREST PRODUCTS INC.
 
 
By
 
/s/ Remi G. Lalonde
 
 
Remi G. Lalonde
 
 
Senior Vice President and Chief Financial Officer
 
 
By 
 
/s/ Hugues Dorban
 
 
Hugues Dorban
 
 
Vice President and Chief Accounting Officer
Date: August 9, 2019


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