10-Q 1 ufs-10q_20160630.htm FORM 10-Q ufs-10q_20160630.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

T

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

OR

¨

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 001-33164

 

DOMTAR CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-5901152

(State of Incorporation)

 

(I.R.S. Employer

Identification No.)

234 Kingsley Park Drive, Fort Mill, SC 29715

(Address of principal executive offices)

(zip code)

(803) 802-7500

(Registrant’s telephone number)

 

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  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

 

 

(do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

At July 29, 2016, 62,585,337 shares of the issuer’s common stock were outstanding.

 

 

 

 


 

DOMTAR CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2016

INDEX

 

PART I.

FINANCIAL INFORMATION

3

 

 

 

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

3

 

 

 

 

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS)

3

 

 

 

 

CONSOLIDATED BALANCE SHEETS

4

 

 

 

 

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

5

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

6

 

 

 

 

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7

 

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

38

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

47

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

48

 

 

 

PART II

OTHER INFORMATION

48

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

48

 

 

 

ITEM 1A.

RISK FACTORS

48

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

49

 

 

 

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

49

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

49

 

 

 

ITEM 5.

OTHER INFORMATION

50

 

 

 

ITEM 6.

EXHIBITS

50

 

 

 

 

 


 

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)

 

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(Unaudited)

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

1,267

 

 

 

1,310

 

 

 

2,554

 

 

 

2,658

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

 

1,013

 

 

 

1,052

 

 

 

2,063

 

 

 

2,114

 

Depreciation and amortization

 

 

87

 

 

 

91

 

 

 

176

 

 

 

181

 

Selling, general and administrative

 

 

104

 

 

 

99

 

 

 

207

 

 

 

199

 

Impairment of property, plant and

   equipment (NOTE 11)

 

 

3

 

 

 

18

 

 

 

24

 

 

 

37

 

Closure and restructuring costs (NOTE 11)

 

 

21

 

 

 

1

 

 

 

23

 

 

 

2

 

Other operating loss (income), net (NOTE 6)

 

 

 

 

 

(13

)

 

 

4

 

 

 

(8

)

 

 

 

1,228

 

 

 

1,248

 

 

 

2,497

 

 

 

2,525

 

Operating income

 

 

39

 

 

 

62

 

 

 

57

 

 

 

133

 

Interest expense, net

 

 

15

 

 

 

25

 

 

 

32

 

 

 

51

 

Earnings before income taxes

 

 

24

 

 

 

37

 

 

 

25

 

 

 

82

 

Income tax expense (benefit) (NOTE 7)

 

 

6

 

 

 

(1

)

 

 

3

 

 

 

8

 

Net earnings

 

 

18

 

 

 

38

 

 

 

22

 

 

 

74

 

Per common share (in dollars) (NOTE 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.29

 

 

 

0.60

 

 

 

0.35

 

 

 

1.16

 

Diluted

 

 

0.29

 

 

 

0.60

 

 

 

0.35

 

 

 

1.16

 

Weighted average number of common  shares

   outstanding (millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62.6

 

 

 

63.6

 

 

 

62.7

 

 

 

63.7

 

Diluted

 

 

62.7

 

 

 

63.7

 

 

 

62.8

 

 

 

63.8

 

Cash dividends per common share

 

 

0.40

 

 

 

0.40

 

 

 

0.80

 

 

 

0.78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

18

 

 

 

38

 

 

 

22

 

 

 

74

 

Other comprehensive income (loss) (NOTE 12):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net derivative gains (losses) on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gains (losses) arising during the period, net of tax of

   $(5) and $(18), respectively (2015 - $2 and $(11), respectively)

 

 

9

 

 

 

2

 

 

 

29

 

 

 

(16

)

Less: Reclassification adjustment for losses included in net

   earnings, net of tax of $(3) and $(8), respectively (2015 - $(4) and $(8), respectively)

 

 

5

 

 

 

6

 

 

 

13

 

 

 

11

 

Foreign currency translation adjustments

 

 

(30

)

 

 

43

 

 

 

55

 

 

 

(124

)

Change in unrecognized gains and prior service cost related to

   pension and post-retirement benefit plans, net of tax of

   $(1) and $(2), respectively (2015 - nil and $(1), respectively)

 

 

2

 

 

 

2

 

 

 

3

 

 

 

4

 

Other comprehensive (loss) income

 

 

(14

)

 

 

53

 

 

 

100

 

 

 

(125

)

Comprehensive income (loss)

 

 

4

 

 

 

91

 

 

 

122

 

 

 

(51

)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

3

 


 

DOMTAR CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

 

 

 

At

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(Unaudited)

 

 

 

$

 

 

$

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

111

 

 

 

126

 

Receivables, less allowances of $6 and $6

 

 

608

 

 

 

627

 

Inventories (NOTE 8)

 

 

753

 

 

 

766

 

Prepaid expenses

 

 

55

 

 

 

21

 

Income and other taxes receivable

 

 

31

 

 

 

14

 

Total current assets

 

 

1,558

 

 

 

1,554

 

Property, plant and equipment, net

 

 

2,906

 

 

 

2,835

 

Goodwill (NOTE 9)

 

 

543

 

 

 

539

 

Intangible assets, net (NOTE 10)

 

 

598

 

 

 

601

 

Other assets

 

 

163

 

 

 

125

 

Total assets

 

 

5,768

 

 

 

5,654

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Bank indebtedness

 

 

1

 

 

 

 

Trade and other payables

 

 

693

 

 

 

720

 

Income and other taxes payable

 

 

24

 

 

 

27

 

Long-term debt due within one year

 

 

64

 

 

 

41

 

Total current liabilities

 

 

782

 

 

 

788

 

Long-term debt

 

 

1,237

 

 

 

1,210

 

Deferred income taxes and other

 

 

681

 

 

 

654

 

Other liabilities and deferred credits

 

 

352

 

 

 

350

 

Commitments and contingencies (NOTE 14)

 

 

 

 

 

 

 

 

Shareholders' equity (NOTE 13)

 

 

 

 

 

 

 

 

Common stock $0.01 par value; authorized 2,000,000,000 shares; issued:

   65,001,104 shares

 

 

1

 

 

 

1

 

Treasury stock $0.01 par value; 2,415,767 and 2,151,168 shares

 

 

 

 

 

 

Additional paid-in capital

 

 

1,959

 

 

 

1,966

 

Retained earnings

 

 

1,157

 

 

 

1,186

 

Accumulated other comprehensive loss

 

 

(401

)

 

 

(501

)

Total shareholders' equity

 

 

2,716

 

 

 

2,652

 

Total liabilities and shareholders' equity

 

 

5,768

 

 

 

5,654

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

4

 


 

DOMTAR CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

 

 

 

Issued and outstanding common shares

(millions of shares)

 

 

Common stock, at par

 

 

Additional paid-in capital

 

 

Retained

earnings

 

 

Accumulated other comprehensive loss

 

 

Total shareholders' equity

 

 

 

(Unaudited)

 

 

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Balance at December 31, 2015

 

 

62.8

 

 

 

1

 

 

 

1,966

 

 

 

1,186

 

 

 

(501

)

 

 

2,652

 

Stock-based compensation, net of tax

 

 

0.1

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

22

 

Net derivative gains on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gains arising during the period, net of tax

   of $(18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

29

 

Less: Reclassification adjustments for losses

   included in net earnings, net of tax of $(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

13

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55

 

 

 

55

 

Change in unrecognized gains and prior service cost

   related to pension and post-retirement benefit

   plans, net of tax of $(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

Stock repurchase

 

 

(0.3

)

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

(51

)

 

 

 

 

 

(51

)

Balance at June 30, 2016

 

 

62.6

 

 

 

1

 

 

 

1,959

 

 

 

1,157

 

 

 

(401

)

 

 

2,716

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

5

 


 

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS OF DOLLARS)

 

 

 

For the six months ended

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

 

(Unaudited)

 

 

 

$

 

 

$

 

Operating activities

 

 

 

 

 

 

 

 

Net earnings

 

 

22

 

 

 

74

 

Adjustments to reconcile net earnings to cash flows from operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

176

 

 

 

181

 

Deferred income taxes and tax uncertainties

 

 

(5

)

 

 

(32

)

Impairment of property, plant and equipment

 

 

24

 

 

 

37

 

Net gains on disposals of property, plant and equipment

 

 

 

 

 

(15

)

Stock-based compensation expense

 

 

3

 

 

 

3

 

Other

 

 

(4

)

 

 

 

Changes in assets and liabilities, excluding effect of acquisition of business

 

 

 

 

 

 

 

 

Receivables

 

 

25

 

 

 

 

Inventories

 

 

18

 

 

 

(23

)

Prepaid expenses

 

 

(13

)

 

 

(10

)

Trade and other payables

 

 

(8

)

 

 

(18

)

Income and other taxes

 

 

(16

)

 

 

46

 

Difference between employer pension and other post-retirement

   contributions and pension and other post-retirement expense

 

 

(3

)

 

 

3

 

Other assets and other liabilities

 

 

(4

)

 

 

3

 

Cash flows provided from operating activities

 

 

215

 

 

 

249

 

Investing activities

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(219

)

 

 

(136

)

Proceeds from disposals of property, plant and equipment

 

 

 

 

 

7

 

Acquisition of business, net of cash acquired

 

 

(1

)

 

 

 

Other

 

 

 

 

 

9

 

Cash flows used for investing activities

 

 

(220

)

 

 

(120

)

Financing activities

 

 

 

 

 

 

 

 

Dividend payments

 

 

(50

)

 

 

(50

)

Stock repurchase

 

 

(10

)

 

 

(30

)

Net change in bank indebtedness

 

 

1

 

 

 

(9

)

Change in revolving bank credit facility

 

 

(50

)

 

 

 

Proceeds from receivables securitization facility

 

 

120

 

 

 

 

Repayments of receivables securitization facility

 

 

(20

)

 

 

 

Repayments of long-term debt

 

 

(1

)

 

 

(2

)

Other

 

 

(1

)

 

 

1

 

Cash flows used for financing activities

 

 

(11

)

 

 

(90

)

Net (decrease) increase in cash and cash equivalents

 

 

(16

)

 

 

39

 

Impact of foreign exchange on cash

 

 

1

 

 

 

(6

)

Cash and cash equivalents at beginning of period

 

 

126

 

 

 

174

 

Cash and cash equivalents at end of period

 

 

111

 

 

 

207

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Net cash payments for:

 

 

 

 

 

 

 

 

Interest

 

 

32

 

 

 

48

 

Income taxes paid, net

 

 

27

 

 

 

2

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

6

 


 

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1

BASIS OF PRESENTATION

8

 

 

 

NOTE 2

RECENT ACCOUNTING PRONOUNCEMENTS

9

 

 

 

NOTE 3

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

11

 

 

 

NOTE 4

EARNINGS PER COMMON SHARE

16

 

 

 

NOTE 5

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

17

 

 

 

NOTE 6

OTHER OPERATING LOSS (INCOME), NET

18

 

 

 

NOTE 7

INCOME TAXES

19

 

 

 

NOTE 8

INVENTORIES

20

 

 

 

NOTE 9

GOODWILL

21

 

 

 

NOTE 10

INTANGIBLE ASSETS

22

 

 

 

NOTE 11

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY AND IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

23

 

NOTE 12

 

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

 

24

 

 

 

NOTE 13

SHAREHOLDERS’ EQUITY

26

 

 

 

NOTE 14

COMMITMENTS AND CONTINGENCIES

27

 

 

 

NOTE 15

SEGMENT DISCLOSURES

30

 

 

 

NOTE 16

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

31

 

 

 

 

 

 

 

 

 

7

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 1.

_________________

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of Management, include all adjustments that are necessary for the fair statement of Domtar Corporation’s (“the Company”) financial position, results of operations, and cash flows for the interim periods presented. Results for the first six months of the year may not necessarily be indicative of full year results. It is suggested that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Domtar Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission. The December 31, 2015 Consolidated Balance Sheet, presented for comparative purposes in this interim report, was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

 

 

8

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 2.

_________________

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING CHANGES IMPLEMENTED

PRESENTATION OF DEBT ISSUANCE COSTS

 

In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB also issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which allows debt issuance costs associated with line-of-credit arrangements to be presented as an asset.

 

The Company adopted the new requirements on January 1, 2016 with retrospective application. The effect of this change in accounting policy on our Consolidated Balance Sheet as at December 31, 2015 was as a reduction of $9 million in Other assets and Long-term debt.

 

CLOUD COMPUTING ARRANGEMENTS

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in Cloud Computing Arrangements,” which clarifies the circumstances under which a cloud computing customer would account for a cloud computing arrangement as a license of internal-use software under Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The amendments provide customers with guidance on determining whether or not a cloud computing arrangement includes a software license that should be accounted as internal-use software.

 

The Company adopted the new requirements prospectively on January 1, 2016 with no material impact on the consolidated financial statements.  

FUTURE ACCOUNTING CHANGES

REVENUE FROM CONTRACTS WITH CUSTOMERS

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The core principal of this guideline is that an entity should recognize revenue, to depict the transfer of promised goods or services to customers, in an amount that reflects the consideration for which the entity is entitled to, in exchange for those goods and services. Guidance in this section supersedes the revenue recognition requirements found in topic 605.

 

ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 including interim periods within that reporting period. Early adoption is permitted only for annual and interim periods beginning after December 15, 2016.

 

The Company is currently evaluating these changes to determine how they will impact the consolidated financial statements.

 

INVENTORY

 

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which simplifies the measurement of inventories valued under FIFO – first-in, first-out – and moving average methods. Under this new guidance, inventories valued under these methods would be valued at the lower of cost or net realizable value.  Net realizable value is defined as the estimated selling costs less reasonable costs to sell the inventory. This ASU does not change the measurement principles for inventories valued under the LIFO – last-in, first-out – method. The amendments in the update are effective for interim and annual periods beginning after December 15, 2016. The amendments should be applied prospectively and early adoption is permitted.

 

The Company does not expect this new guidance to have a material impact on the consolidated financial statements.

9

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

 

FINANCIAL INSTRUMENTS

 

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments.

 

The amendments in this update are effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. To adopt the amendments, the Company will be required to make a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year in which the guidance is effective. Early adoption is permitted.

 

The Company does not expect this new guidance to have a material impact on the consolidated financial statements.

 

LEASES

 

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires lessees to recognize a right-of-use asset and a lease liability for all of their leases with a lease term greater than 12 months while continuing to recognize expenses in the statement of earnings in a manner similar to current accounting standards. For lessors, the new standard modifies the classification criteria and the accounting for sales-type and direct financing leases. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an interim or annual reporting period.

The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

 

SHARE-BASED PAYMENTS

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.  This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an interim or annual reporting period.

 

The Company does not expect this new guidance to have a material impact on the consolidated financial statements.

 

DERIVATIVES AND HEDGING

In March 2016, the FASB issued ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies that "a change in the counterparty to a derivative instrument that has been designated as the hedging instrument in an existing hedging relationship would not, in and of itself, be considered a termination of the derivative instrument" or "a change in a critical term of the hedging relationship." As long as all other hedge accounting criteria in ASC 815 are met, a hedging relationship in which the hedging derivative instrument is novated would not be discontinued or require redesignation. This clarification applies to both cash flow and fair value hedging relationships. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an interim or annual reporting period.

 

The Company does not expect this new guidance to have a material impact on the consolidated financial statements.

 

10

 


 

NOTE 3.

_________________

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

HEDGING PROGRAMS

The Company is exposed to market risk, such as changes in currency exchange rates, commodity prices, and interest rates. To the extent the Company decides to manage the volatility related to these exposures, the Company may enter into various financial derivatives that are accounted for under the derivatives and hedging guidance. These transactions are governed by the Company's hedging policies which provide direction on acceptable hedging activities, including instrument type and acceptable counterparty exposure.

Upon inception, the Company formally documents the relationship between hedging instruments and hedged items. At inception and quarterly thereafter, the Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the cash flow or the fair value of the underlying exposures. The ineffective portion of the qualifying instrument is immediately recognized to earnings. The amount of ineffectiveness recognized was immaterial for all periods presented. The Company does not hold derivative financial instruments for trading purposes.

CREDIT RISK

The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce this risk, the Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. As of June 30, 2016, one of Domtar’s Pulp and Paper segment customers located in the United States represented 12% ($76 million) (2015 – 12% ($78 million)) of the Company’s receivables.

The Company is exposed to credit risk in the event of non-performance by counterparties to its financial instruments. The Company attempts to minimize this exposure by entering into contracts with counterparties that are believed to be of high credit quality. Collateral or other security to support financial instruments subject to credit risk is usually not obtained. The credit standing of counterparties is regularly monitored.

INTEREST RATE RISK

The Company is exposed to interest rate risk arising from fluctuations in interest rates on its cash and cash equivalents, bank indebtedness, bank credit facility and long-term debt. The Company’s objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. The Company may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts, whereby it agrees to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

COST RISK

Cash flow hedges:

The Company purchases natural gas at the prevailing market price at the time of delivery. To reduce the impact on cash flow and earnings due to pricing volatility, the Company may utilize derivatives to fix the price of forecasted natural gas purchases. The

11

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

 

changes in the fair value on qualifying instruments are included in Accumulated other comprehensive loss to the extent effective, and reclassified into Cost of sales in the period during which the hedged transaction affects earnings. Current contracts are used to hedge a portion of forecasted purchases over the next 60 months.

 

The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of June 30, 2016 to hedge forecasted purchases:

 

Commodity

 

Notional contractual quantity

under derivative contracts

MMBTU(2)

 

Notional contractual value

under derivative contracts

(in millions of dollars)

 

Percentage of forecasted

purchases under

derivative contracts

 

Natural Gas

 

 

 

 

 

 

 

 

 

 

 

 

2016 (1)

 

8,535,000

 

 

$

27

 

 

 

 

80%

 

2017

 

8,980,000

 

 

$

28

 

 

 

 

34%

 

2018

 

4,275,000

 

 

$

13

 

 

 

 

16%

 

2019

 

3,375,000

 

 

$

10

 

 

 

 

13%

 

2020

 

3,375,000

 

 

$

11

 

 

 

 

13%

 

2021

 

2,060,000

 

 

$

7

 

 

 

 

15%

 

 

(1)

Represents the remaining six months of 2016

(2)

MMBTU: Millions of British thermal units

The natural gas derivative contracts were fully effective as of June 30, 2016. There were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 resulting from hedge ineffectiveness (three and six months ended June 30, 2015 – nil).

FOREIGN CURRENCY RISK

Cash flow hedges:

The Company has manufacturing operations in the United States, Canada and Europe. As a result, it is exposed to movements in foreign currency exchange rates in Canada and Europe. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. Accordingly, the Company’s earnings are affected by increases or decreases in the value of the Canadian dollar and the European currencies. The Company’s European subsidiaries are also exposed to movements in foreign currency exchange rates on transactions denominated in a currency other than their Euro functional currency. Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of the United Kingdon’s June 23, 2016 referendum in which voters approved the United Kingdom’s exit from the European Union, commonly referred to as “Brexit.” The Company’s risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use derivative financial instruments (currency options and foreign exchange forward contracts) to mitigate its exposure to fluctuations in foreign currency exchange rates.

Derivatives are used to hedge forecasted purchases in Canadian dollars by the Company’s Canadian subsidiary over the next 24 months. Derivatives are used to hedge a portion of forecasted sales by its U.S. subsidiaries in Euros and in British pounds over the next 12 months. Derivatives are also used to hedge a portion of forecasted sales in British pounds and Norwegian krone and a portion of forecasted purchases in U.S. dollars and Swedish krona by its European subsidiaries over a period of between 12 to 24 months. Such derivatives are designated as cash flow hedges. The changes in the fair value on qualifying instruments are included in Accumulated other comprehensive loss to the extent effective, and reclassified into Sales or Cost of sales in the period during which the hedged transaction affects earnings.

12

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

 

The following table presents the currency values under significant currency positions pursuant to currency derivatives outstanding as of June 30, 2016 to hedge forecasted purchases and sales:

 

Currency exposure hedged

 

Business Segment

 

Year of maturity

 

Notional contractual value

 

Percentage of

forecasted net

exposures under

contracts

 

 

Average Protection rate

 

Average Obligation rate

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

CDN/USD

 

Pulp and Paper

 

 

 

271 CDN

 

 

70%

 

 

1 USD = 1.2462

 

1 USD = 1.2854

USD/Euro

 

Personal Care

 

 

 

29 USD

 

 

81%

 

 

1 Euro = 1.1355

 

1 Euro = 1.1355

Euro/USD

 

Pulp and Paper

 

 

 

19 EUR

 

 

50%

 

 

1 Euro = 1.1301

 

1 Euro = 1.1301

 

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

CDN/USD

 

Pulp and Paper

 

 

 

417 CDN

 

 

54%

 

 

1 USD = 1.3083

 

1 USD = 1.3577

USD/Euro

 

Personal Care

 

 

 

39 USD

 

 

54%

 

 

1 Euro = 1.1368

 

1 Euro = 1.1368

Euro/USD

 

Pulp and Paper

 

 

 

19 EUR

 

 

50%

 

 

1 Euro = 1.1370

 

1 Euro = 1.1370

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

CDN/USD

 

Pulp and Paper

 

 

 

103 CDN

 

 

13%

 

 

1 USD = 1.2951

 

1 USD = 1.3629

USD/Euro

 

Personal Care

 

 

 

14 USD

 

 

19%

 

 

1 Euro = 1.1532

 

1 Euro = 1.1532

 

The foreign exchange derivative contracts were fully effective as of June 30, 2016. There were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 resulting from hedge ineffectiveness (three and six months ended June 30, 2015 - nil).

FAIR VALUE MEASUREMENT

The accounting standards for fair value measurements and disclosures, establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement.

 

Level 1

Quoted prices in active markets for identical assets or liabilities.

 

Level 2

Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3

Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

13

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

 

The following tables present information about the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (except Long-term debt, see (c) below) at June 30, 2016 and December 31, 2015, in accordance with the accounting standards for fair value measurements and disclosures and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

Fair Value of financial instruments at:

 

June 30, 2016

 

 

Quoted prices in

active markets for

identical assets

(Level 1)

 

 

Significant

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

Balance sheet classification

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency derivatives

 

 

21

 

 

 

 

 

 

21

 

 

 

 

(a)

Prepaid expenses

Natural gas swap contracts

 

 

5

 

 

 

 

 

 

5

 

 

 

 

(a)

Prepaid expenses

Currency derivatives

 

 

12

 

 

 

 

 

 

12

 

 

 

 

(a)

Other assets

Natural gas swap contracts

 

 

3

 

 

 

 

 

 

3

 

 

 

 

(a)

Other assets

Total Assets

 

 

41

 

 

 

 

 

 

41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency derivatives

 

 

15

 

 

 

 

 

 

15

 

 

 

 

(a)

Trade and other payables

Natural gas swap contracts

 

 

6

 

 

 

 

 

 

6

 

 

 

 

(a)

Trade and other payables

Currency derivatives

 

 

5

 

 

 

 

 

 

5

 

 

 

 

(a)

Other liabilities and deferred credits

Natural gas swap contracts

 

 

2

 

 

 

 

 

 

2

 

 

 

 

(a)

Other liabilities and deferred credits

Total Liabilities

 

 

28

 

 

 

 

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset backed notes ("ABN")

 

 

1

 

 

 

 

 

 

 

 

 

1

 

(b)

Other assets

Long-term debt

 

 

1,369

 

 

 

 

 

 

1,369

 

 

 

 

(c)

Long-term debt

 

The cumulative gain recorded in Other comprehensive income (loss) relating to currency options and forwards hedging forecasted purchases of $13 million at June 30, 2016, will be recognized in Cost of sales or Sales upon maturity of the derivatives over the next 24 months at the then prevailing values, which may be different from those at June 30, 2016.

14

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

 

 

Fair Value of financial instruments at:

 

December 31, 2015

 

 

Quoted prices in

active markets for

identical assets

(Level 1)

 

 

Significant

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

Balance sheet classification

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency derivatives

 

 

6

 

 

 

 

 

 

6

 

 

 

 

(a)

Prepaid expenses

Natural gas swap contracts

 

 

1

 

 

 

 

 

 

1

 

 

 

 

(a)

Prepaid expenses

Currency derivatives

 

 

2

 

 

 

 

 

 

2

 

 

 

 

(a)

Other assets

Natural gas swap contracts

 

 

1

 

 

 

 

 

 

1

 

 

 

 

(a)

Other assets

Total Assets

 

 

10

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency derivatives

 

 

39

 

 

 

 

 

 

39

 

 

 

 

(a)

Trade and other payables

Natural gas swap contracts

 

 

14

 

 

 

 

 

 

14

 

 

 

 

(a)

Trade and other payables

Currency derivatives

 

 

10

 

 

 

 

 

 

10

 

 

 

 

(a)

Other liabilities and deferred credits

Natural gas swap contracts

 

 

4

 

 

 

 

 

 

4

 

 

 

 

(a)

Other liabilities and deferred credits

Total Liabilities

 

 

67

 

 

 

 

 

 

67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset backed notes

 

 

1

 

 

 

 

 

 

 

 

 

1

 

(b)

Other assets

Long-term debt

 

 

1,261

 

 

 

 

 

 

1,261

 

 

 

 

(c)

Long-term debt

 

(a)

Fair value of the Company’s derivatives are classified under Level 2 (inputs that are observable; directly or indirectly) as it is measured as follows:

 

-

For currency derivatives: Fair value is measured using techniques derived from the Black-Scholes pricing model. Interest rates, forward market rates and volatility are used as inputs for such valuation techniques.

 

-

For natural gas contracts: Fair value is measured using the discounted difference between contractual rates and quoted market future rates.

(b)

ABN are reported at fair value utilizing Level 3 inputs. Fair value of ABN reported under Level 3 is based on the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount applied for illiquidity. These ABN are held outside of the Company’s pension plans.

(c)

Fair value of the Company’s long-term debt is measured by comparison to market prices of its debt. The Company’s long-term debt is not carried at fair value on the Consolidated Balance Sheets at June 30, 2016 and December 31, 2015. However, fair value disclosure is required. The carrying value of the Company’s long-term debt is $1,301 million and $1,251 million at June 30, 2016 and December 31, 2015, respectively.

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, receivables, bank indebtedness, trade and other payables and income and other taxes approximate their fair values.

 

 

 

15

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 4.

_________________

EARNINGS PER COMMON SHARE

 

The following table provides the reconciliation between basic and diluted earnings per common share:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net earnings

 

$

18

 

 

$

38

 

 

$

22

 

 

$

74

 

Weighted average number of common shares

   outstanding (millions)

 

 

62.6

 

 

 

63.6

 

 

 

62.7

 

 

 

63.7

 

Effect of dilutive securities (millions)

 

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

0.1

 

Weighted average number of diluted common shares

   outstanding (millions)

 

 

62.7

 

 

 

63.7

 

 

 

62.8

 

 

 

63.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings per common share (in dollars)

 

$

0.29

 

 

$

0.60

 

 

$

0.35

 

 

$

1.16

 

Diluted net earnings per common share (in dollars)

 

$

0.29

 

 

$

0.60

 

 

$

0.35

 

 

$

1.16

 

 

The following table provides the securities that could potentially dilute basic earnings per common share in the future, but were not included in the computation of diluted earnings per common share because to do so would have been anti-dilutive:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Options

 

 

314,287

 

 

 

220,406

 

 

 

412,372

 

 

 

137,521

 

 

 

 

16

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 5.

_________________

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

DEFINED CONTRIBUTION PLANS

The Company has several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to the Company’s contribution. For the three and six months ended June 30, 2016, the pension expense was $8 million and $18 million, respectively (2015 – $7 million and $15 million, respectively).

DEFINED BENEFIT PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

The Company sponsors both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans. Non-unionized employees in Canada joining the Company after January 1, 1998 participate in a defined contribution pension plan. Salaried employees in the U.S. joining the Company after January 1, 2008 participate in a defined contribution pension plan. Unionized and non-union hourly employees in the U.S. who are not grandfathered under the existing defined benefit pension plans, participate in a defined contribution pension plan for future service. The Company also sponsors a number of other post-retirement benefit plans for eligible U.S. and non-U.S. employees; the plans are unfunded and include life insurance programs and medical and dental benefits. The Company also provides supplemental unfunded defined benefit pension plans and supplemental unfunded defined contribution pension plans to certain senior management employees.

Components of net periodic benefit cost for pension plans and other post-retirement benefit plans:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30, 2016

 

 

June 30, 2016

 

 

 

Pension plans

 

 

Other post-retirement benefit plans

 

 

Pension plans

 

 

Other post-retirement benefit plans

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Service cost

 

 

8

 

 

 

1

 

 

 

16

 

 

 

1

 

Interest expense

 

 

13

 

 

 

1

 

 

 

25

 

 

 

2

 

Expected return on plan assets

 

 

(20

)

 

 

 

 

 

(39

)

 

 

 

Amortization of net actuarial loss

 

 

1

 

 

 

 

 

 

2

 

 

 

 

Amortization of prior year service costs

 

 

1

 

 

 

 

 

 

2

 

 

 

 

Net periodic benefit cost

 

 

3

 

 

 

2

 

 

 

6

 

 

 

3

 

 

Components of net periodic benefit cost for pension plans and other post-retirement benefit plans:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30, 2015

 

 

June 30, 2015

 

 

 

Pension plans

 

 

Other post-retirement benefit plans

 

 

Pension plans

 

 

Other post-retirement benefit plans

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Service cost

 

 

9

 

 

 

1

 

 

 

18

 

 

 

2

 

Interest expense

 

 

17

 

 

 

1

 

 

 

33

 

 

 

2

 

Expected return on plan assets

 

 

(23

)

 

 

 

 

 

(47

)

 

 

 

Amortization of net actuarial loss

 

 

2

 

 

 

 

 

 

4

 

 

 

 

Amortization of prior year service costs

 

 

 

 

 

 

 

 

1

 

 

 

 

Net periodic benefit cost

 

 

5

 

 

 

2

 

 

 

9

 

 

 

4

 

 

For the three and six months ended June 30, 2016, the Company contributed $5 million and $9 million, respectively (2015 – $3 million and $6 million, respectively) to the pension plans and $1 million and $2 million, respectively (2015 – $2 million and $3 million, respectively) to the other post-retirement benefit plans.

 

 

 

17

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 6.

_________________

OTHER OPERATING LOSS (INCOME), NET

Other operating loss (income), net is an aggregate of both recurring and occasional loss or income items and, as a result, can fluctuate from period to period. The Company’s other operating loss (income), net includes the following:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Gain on sale of property, plant and equipment (1)

 

 

 

 

 

(14

)

 

 

 

 

 

(15

)

Bad debt expense

 

 

 

 

 

 

 

 

 

 

 

5

 

Litigation settlement

 

 

2

 

 

 

 

 

 

2

 

 

 

 

Foreign exchange loss

 

 

 

 

 

 

 

 

4

 

 

 

 

Other

 

 

(2

)

 

 

1

 

 

 

(2

)

 

 

2

 

Other operating loss (income), net

 

 

 

 

 

(13

)

 

 

4

 

 

 

(8

)

 

 

 

(1)

Effective June 23, 2015, Domtar finalized the previously announced sale of its Gatineau properties. Payment of $26 million (CDN $32 million) was received on July 3, 2015. As a result, the Company recorded a gain on sale of property, plant and equipment of $10 million (CDN $12 million).

 

18

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 7.

_________________

INCOME TAXES

 

For the second quarter of 2016, the Company’s income tax expense was $6 million, consisting of a current income tax expense of $8 million and a deferred income tax benefit of $2 million. This compares to an income tax benefit of $1 million in the second quarter of 2015, consisting of a current income tax expense of $16 million and a deferred income tax benefit of $17 million. The effective tax rate was 25% compared with an effective tax rate of (3)% in the second quarter of 2015. The effective tax rate for the second quarter of 2015 was impacted by the recognition of previously unrecognized tax benefits due to the expiration of certain statutes of limitations, by enacted law changes in several U.S. states, by the favorable tax treatment of certain gains on property dispositions and by the impairment of property, plant, and equipment charges occurring in a high-tax jurisdiction.

For the first half of 2016, the Company’s income tax expense amounted to $3 million, consisting of a current income tax expense of $8 million and a deferred income tax benefit of $5 million. This compares to an income tax expense of $8 million in the first half of 2015, consisting of a current income tax expense of $40 million and a deferred income tax benefit of $32 million. The effective tax rate was 12% compared to an effective tax rate of 10% in the first half of 2015. The effective tax rate for the first half of 2016 was impacted by the approval of a state tax credit in the U.S.  The effective tax rate for the first half of 2015 was impacted by the recognition of previously unrecognized tax benefits due to the expiration of certain statutes of limitations, by enacted law changes in several U.S. states, by the favorable tax treatment of certain gains on property dispositions and by the impairment of property, plant, and equipment charges occurring in a high-tax jurisdiction.

 

 

 

 

 

19

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 8.

_________________

INVENTORIES

The following table presents the components of inventories:

 

 

 

June 30,

 

 

December 31,

 

 

2016

 

 

2015

 

 

$

 

 

$

Work in process and finished goods

 

 

409

 

 

432

Raw materials

 

 

135

 

 

130

Operating and maintenance supplies

 

 

209

 

 

204

 

 

 

753

 

 

766

 

 

 

20

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 9.

_________________

GOODWILL

The carrying value and any changes in the carrying value of goodwill are as follows:

 

 

 

June 30, 2016

 

 

 

$

 

Balance at December 31, 2015

 

 

539

 

Effect of foreign currency exchange rate change

 

 

4

 

Balance at end of period

 

 

543

 

 

 

 

 

 

 

The goodwill at June 30, 2016 is entirely related to the Personal Care segment.

 

 

 

21

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 10.

_________________

INTANGIBLE ASSETS

The following table presents the components of intangible assets:

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

 

 

2016

 

 

2015

 

 

 

Estimated useful lives

(in years)

 

Gross carrying

amount

 

 

Accumulated

amortization

 

 

Net

 

 

Gross carrying

amount

 

 

Accumulated

amortization

 

 

Net

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Definite-lived intangible

   assets subject

   to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Water rights

 

40

 

 

7

 

 

 

(1

)

 

 

6

 

 

 

7

 

 

 

(1

)

 

 

6

 

Customer relationships

 

10 - 40

 

 

357

 

 

 

(54

)

 

 

303

 

 

 

354

 

 

 

(46

)

 

 

308

 

Technology

 

7 - 20

 

 

8

 

 

 

(3

)

 

 

5

 

 

 

8

 

 

 

(2

)

 

 

6

 

Non-Compete

 

9

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

License rights

 

12

 

 

28

 

 

 

(7

)

 

 

21

 

 

 

28

 

 

 

(6

)

 

 

22

 

 

 

 

 

 

401

 

 

 

(65

)

 

 

336

 

 

 

398

 

 

 

(55

)

 

 

343

 

Indefinite-lived intangible

   assets not subject

   to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

 

 

 

218

 

 

 

 

 

 

218

 

 

 

215

 

 

 

 

 

 

215

 

License rights

 

 

 

 

6

 

 

 

 

 

 

6

 

 

 

6

 

 

 

 

 

 

6

 

Catalog rights

 

 

 

 

38

 

 

 

 

 

 

38

 

 

 

37

 

 

 

 

 

 

37

 

Total

 

 

 

 

663

 

 

 

(65

)

 

 

598

 

 

 

656

 

 

 

(55

)

 

 

601

 

 

Amortization expense related to intangible assets for the three and six months ended June 30, 2016 was $4 million and $9 million, respectively (2015 – $4 million and $9 million, respectively).

Amortization expense for the next five years related to intangible assets is expected to be as follows:

 

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Amortization expense related to intangible assets

 

 

19

 

 

 

19

 

 

 

19

 

 

 

18

 

 

 

18

 

 

 

 

 

22

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 11.

_________________

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY AND IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

The Company regularly reviews its overall production capacity with the objective of aligning its production capacity with anticipated long-term demand, which in some cases could result in closure or impairment costs being recorded in earnings.

Ashdown, Arkansas mill

On December 10, 2014, the Company announced a project to convert a paper machine at the Ashdown, Arkansas mill to a high quality fluff pulp line used in absorbent applications such as baby diapers, feminine hygiene and adult incontinence products. The conversion work commenced during the second quarter of 2016. The fluff pulp line is scheduled to startup by the third quarter of 2016 and will allow for the production of up to 516,000 metric tons of fluff pulp per year once the machine is in full operation. The project resulted in the permanent reduction of 364,000 short tons of annual uncoated freesheet production capacity on March 31, 2016.

The Company also invested in a pulp bale line that will provide flexibility to manufacture papergrade softwood pulp, contingent on market conditions.

The Company recorded $3 million and $24 million for the three and six months ended June 30, 2016, respectively, of accelerated depreciation under Impairment of property, plant and equipment on the Consolidated Statement of Earnings and Comprehensive Income (Loss). The Company also recorded $21 million of costs related to the fluff pulp conversion outage under Closure and restructuring costs during the second quarter of 2016. During the first quarter of 2016, the Company recorded $1 million of severance and termination costs under Closure and restructuring costs.

The Company recorded $18 million and $37 million for the three and six months ended June 30, 2015, respectively, of accelerated depreciation under Impairment of property, plant and equipment on the Consolidated Statement of Earnings and Comprehensive Income (Loss). The Company also recorded $1 million of severance and termination costs under Closure and restructuring costs during the second quarter of 2015.

Other costs

For the three and six months ended June 30, 2016, other costs related to previous and ongoing closures include nil and $1 million, respectively, of severance and termination costs related to Pulp and Paper.

For the three and six months ended June 30, 2015, other costs related to previous and ongoing closures include nil and $1 million, respectively, of severance and termination costs related to Personal Care.

At June 30, 2016, the Company’s provision for closure and restructuring costs is $3 million. This provision is comprised of severance and termination costs, all related to Pulp and Paper.

 

 

 

23

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 12.

_________________

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

The following table presents the changes in Accumulated other comprehensive loss by component(1) for the periods ended June 30, 2016 and December 31, 2015:

 

 

 

Net derivative  (losses)

gains on cash flow

hedges

 

 

Pension items(2)

 

 

Post-retirement

benefit items(2)

 

 

Foreign currency

items

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Balance at December 31, 2014

 

 

(15

)

 

 

(192

)

 

 

(13

)

 

 

(48

)

 

 

(268

)

Natural gas swap contracts

 

 

(8

)

 

N/A

 

 

N/A

 

 

N/A

 

 

 

(8

)

Currency options

 

 

(40

)

 

N/A

 

 

N/A

 

 

N/A

 

 

 

(40

)

Forward exchange forward contracts

 

 

7

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

7

 

Net (gain) loss

 

N/A

 

 

 

(5

)

 

 

3

 

 

N/A

 

 

 

(2

)

Foreign currency items

 

N/A

 

 

N/A

 

 

N/A

 

 

 

(223

)

 

 

(223

)

Other comprehensive (loss) income before reclassifications

 

 

(41

)

 

 

(5

)

 

 

3

 

 

 

(223

)

 

 

(266

)

Amounts reclassified from Accumulated other

   comprehensive loss

 

 

26

 

 

 

7

 

 

 

 

 

 

 

 

 

33

 

Net current period other comprehensive (loss) income

 

 

(15

)

 

 

2

 

 

 

3

 

 

 

(223

)

 

 

(233

)

Balance at December 31, 2015

 

 

(30

)

 

 

(190

)

 

 

(10

)

 

 

(271

)

 

 

(501

)

Natural gas swap contracts

 

 

4

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

4

 

Net investment hedge

 

 

(1

)

 

N/A

 

 

N/A

 

 

N/A

 

 

 

(1

)

Currency options

 

 

13

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

13

 

Forward exchange forward contracts

 

 

13

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

13

 

Foreign currency items

 

N/A

 

 

N/A

 

 

N/A

 

 

 

55

 

 

 

55

 

Other comprehensive income before reclassifications

 

 

29

 

 

 

 

 

 

 

 

 

55

 

 

 

84

 

Amounts reclassified from Accumulated other

   comprehensive loss

 

 

13

 

 

 

3

 

 

 

 

 

 

 

 

 

16

 

Net current period other comprehensive income

 

 

42

 

 

 

3

 

 

 

 

 

 

55

 

 

 

100

 

Balance at June 30, 2016

 

 

12

 

 

 

(187

)

 

 

(10

)

 

 

(216

)

 

 

(401

)

 

(1)

All amounts are after tax. Amounts in parenthesis indicate losses.

(2)

The accrued benefit obligation is actuarially determined on an annual basis as of December 31.

 

 

24

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (CONTINUED)

The following table presents reclassifications out of Accumulated other comprehensive loss:

 

Details about Accumulated other

comprehensive loss components

 

Amount reclassified from

Accumulated other

comprehensive loss

 

 

 

 

For the three months ended

 

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Net derivative gains on cash flow hedges

 

 

 

 

 

 

 

 

 

Natural gas swap contracts

 

 

5

 

 

 

5

 

(1)

Currency options and forwards

 

 

3

 

 

 

5

 

(1)

Total before tax

 

 

8

 

 

 

10

 

 

Tax expense

 

 

(3

)

 

 

(4

)

 

Net of tax

 

 

5

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit pension items

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss and prior year

   service cost

 

 

3

 

 

 

2

 

(2)

Tax expense

 

 

(1

)

 

 

 

 

Net of tax

 

 

2

 

 

 

2

 

 

 

 

Details about Accumulated other

comprehensive loss components

 

Amount reclassified from

Accumulated other

comprehensive loss

 

 

For the six months ended

 

 

June 30, 2016

 

 

June 30, 2015

Net derivative gains on cash flow hedges

 

 

 

 

 

 

 

 

 

Natural gas swap contracts

 

 

10

 

 

 

9

 

(1)

Currency options and forwards

 

 

11

 

 

10

 

(1)

Total before tax

 

 

21

 

 

19

 

 

Tax expense

 

 

(8

)

 

 

(8

)

 

Net of tax

 

 

13

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit pension items

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss and prior year

   service cost

 

 

5

 

 

5

 

(2)

Tax expense

 

 

(2

)

 

 

(1

)

 

Net of tax

 

 

3

 

 

4

 

 

 

 

(1)

These amounts are included in Cost of Sales in the Consolidated Statements of Earnings and Comprehensive Income (Loss).

(2)       These amounts are included in the computation of net periodic benefit cost. Refer to Note 5 “Pension plans and other post-retirement benefit plans” for additional details.

 

 

 

 

 

 

25

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 13.

_________________

SHAREHOLDERS’ EQUITY

On February 22, 2016 and May 3, 2016, the Company’s Board of Directors approved a quarterly dividend of $0.40 and $0.415 per share, respectively, to be paid to holders of the Company’s common stock. Total dividends of approximately $25 million and $26 million, respectively, were paid on April 15, 2016 and July 15, 2016, respectively, to shareholders of record on April 4, 2016 and July 5, 2016, respectively.

On August 2, 2016, the Company’s Board of Directors approved a quarterly dividend of $0.415 per share to be paid to holders of the Company’s common stock. This dividend is to be paid on October 17, 2016, to shareholders of record on October 3, 2016.

STOCK REPURCHASE PROGRAM

The Company’s Board of Directors has authorized a stock repurchase program (the “Program”) of up to $1.3 billion. Under the Program, the Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The Program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the Program. The Program has no set expiration date. The Company repurchases its common stock, from time to time, in part to reduce the dilutive effects of stock options and awards, and to improve shareholders’ returns.

The Company makes open market purchases of its common stock using general corporate funds. Additionally, the Company may enter into structured stock repurchase agreements with large financial institutions using general corporate funds in order to lower the average cost to acquire shares. The agreements would require the Company to make up-front payments to the counterparty financial institutions, which would result in either the receipt of stock at the beginning of the term of the agreements followed by a share adjustment at the maturity of the agreements, or the receipt of either stock or cash at the maturity of the agreements, depending upon the price of the stock.

During the first half of 2016, the Company repurchased 304,915 shares at an average price of $32.21 for a total cost of $10 million.

During the first half of 2015, the Company repurchased 723,459 shares at an average price of $41.65 for a total cost of $30 million.

Since the inception of the Program, the Company has repurchased 24,853,827 shares at an average price of $39.33 for a total cost of $977 million. All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.

 

 


26

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 14.

_________________

COMMITMENTS AND CONTINGENCIES

ENVIRONMENT

The Company is subject to environmental laws and regulations enacted by federal, provincial, state and local authorities.

On February 16, 2010, the government of British Columbia issued a Remediation Order to Seaspan International Ltd. (“Seaspan”) and the Company, in order to define and implement an action plan to address soil, sediment and groundwater issues. Working with authorities, Seaspan and the Company selected a remedial plan and obtained permitting approval on May 14, 2015 from the Vancouver Fraser Port Authority. It is anticipated that construction will begin in 2017. The Company has recorded an environmental reserve to address its estimated exposure. The possible loss in excess of the reserve is not considered to be material for this matter.

The following table reflects changes in the reserve for environmental remediation and asset retirement obligations:

 

 

 

June 30, 2016

 

 

 

$

 

Balance at beginning of period

 

 

52

 

Additions

 

 

1

 

Environmental spending

 

 

(2

)

Effect of foreign currency exchange rate change

 

 

2

 

Balance at end of period

 

 

53

 

 

The U.S. Environmental Protection Agency (“EPA”) and/or various state agencies have notified the Company that it may be a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws with respect to other hazardous waste sites as to which no proceedings have been instituted against the Company. The Company continues to take remedial action under its Care and Control Program at its former wood preserving sites, and at a number of operating sites, due to possible soil, sediment or groundwater contamination.

Climate change regulation

Various national and local laws and regulations have been established or are emerging in jurisdictions where the Company currently has, or may have in the future, manufacturing facilities or investments. The Company does not expect to be disproportionately affected by these measures compared with other pulp and paper producers located in these jurisdictions.

 

In the United States, EPA’s Clean Power Plan requires states to develop compliance plans to reduce greenhouse gases (“GHG”) emissions beginning in 2022 from existing electric utilities. The final rule is being litigated, with 45 of 50 states directly involved in the litigation.  The Clean Power Plan requirements could result in significant changes to state energy resources and increase the cost of purchased energy in most states.  On February 9, 2016, the U.S. Supreme Court stayed the implementation of the Clean Power Plan until the litigation is resolved. Many states have stopped working on their compliance plans, but a few states are continuing. The Company does not expect to be disproportionately affected compared with other pulp and paper producers located in the states where the Company operates.  

 

The EPA is also developing a biogenic carbon accounting framework to account for carbon dioxide emissions from biomass fuels for Clean Air Act permitting and other regulatory purposes. The Company does not expect to be disproportionately affected by any future EPA measures compared with other pulp and paper producers in the United States.

 

The Government of Canada has committed to developing a sector-by-sector approach to set performance standards to reduce GHG. The pulp and paper sector is currently undergoing review. The Company does not expect its facilities to be disproportionately affected by these future measures compared with other pulp and paper producers in Canada.

 

27

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

 

The province of Quebec has a GHG cap-and-trade system with reduction targets. British Columbia has a carbon tax that applies to the purchase of fossil fuels within the province. The province of Ontario is also developing a cap-and-trade system, with final rules expected this year and the first compliance period beginning in 2017. The Company does not expect to be disproportionately affected compared to the other large pulp and paper producers located in the province.

CONTINGENCIES

In the normal course of operations, the Company becomes involved in various legal actions mostly related to contract disputes, patent infringements, environmental and product warranty claims, and labor issues. While the final outcome with respect to actions outstanding or pending at June 30, 2016, cannot be predicted with certainty, it is management’s opinion that their resolution will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Spanish Competition Investigation

 

In September 2014, following preliminary inquiries commenced in January 2014, Spain’s National Commission of Markets and Competition (“CNMC”) initiated a formal investigation of alleged violations of Spanish competition laws in the market for heavy adult incontinence products in Spain.

 

On October 15, 2015, the Competition Directorate of the CNMC filed a Statement of Objections against a number of industry participants alleging the existence of a series of agreements between manufacturers, distributors and pharmacists to fix prices and to allocate margins for heavy adult incontinence products within the pharmacy channel in Spain during the period from December 1996 through January 2014. Among the parties named in the Statement of Objections are Indas, which the Company acquired in January 2014, and two of its affiliates.

 

On January 4, 2016, the Competition Directorate issued a proposed decision confirming the allegations of the Statement of Objections. The proposed decision recommended the imposition of fines on the parties without recommending the amount of any fines. The Company recorded a €0.2 million ($0.2 million) provision in the fourth quarter of 2015 in Other operating loss, net.

 

On May 26, 2016, the CNMC rendered its final decision, which declared that a number of manufacturers of adult heavy incontinence products, the sector association and certain individuals participated in price fixing during the period from December 1996 through January 2014. Indas and one of its subsidiaries were fined a total of €13.5 million ($14.9 million) for their participation. A provision was recorded in the second quarter of 2016 in the amount of €13.3 million ($14.7 million) in Other operating loss, net.

 

The sellers of Indas made representations and warranties to the Company in the purchase agreement regarding, among other things, Indas’ and its subsidiary’s compliance with competition laws. The liability retained by the sellers is backed by a retained purchase price of €3 million ($3.3 million) and bank guarantees of €9 million ($9.9 million).

 

On June 27, 2016, in light of the CNMC decision, the sellers, in terms of their indemnity obligations, have agreed to the appropriation by the Company of the retained purchase price and the release of the bank guarantees. Accordingly, a recovery of €12 million ($13.2 million) was recorded in the quarter and included in Other operating loss, net.

 

In July 2016, the fines were paid and Indas and two of its affiliates named in the final decision appealed the decision to the Spanish courts.

 

The Company purchased limited insurance coverage with respect to the purchase agreement, and will seek to recover the remaining €1.5 million ($1.7 million) under the insurance policy. Any recovery from the insurers would be recorded in the period when the proceeds are received.

 

28

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

INDEMNIFICATIONS

In the normal course of business, the Company offers indemnifications relating to the sale of its businesses and real estate. In general, these indemnifications may relate to claims from past business operations, the failure to abide by covenants and the breach of representations and warranties included in the sales agreements. Typically, such representations and warranties relate to taxation, environmental, product and employee matters. The terms of these indemnification agreements are generally for an unlimited period of time. At June 30, 2016, the Company is unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded a significant expense in the past.

Pension Plans

The Company has indemnified and held harmless the trustees of its pension funds, and the respective officers, directors, employees and agents of such trustees, from any and all costs and expenses arising out of the performance of their obligations under the relevant trust agreements, including in respect of their reliance on authorized instructions from the Company or for failing to act in the absence of authorized instructions. These indemnifications survive the termination of such agreements. At June 30, 2016, the Company has not recorded a liability associated with these indemnifications, as it does not expect to make any payments pertaining to these indemnifications.

 

 

 

29

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 15.

_________________

SEGMENT DISCLOSURES

The Company operates in the two reportable segments described below. Each reportable segment offers different products and services and requires different manufacturing processes, technology and/or marketing strategies. The following summary briefly describes the operations included in each of the Company’s reportable segments:

·

Pulp and Paper – consists of the design, manufacturing, marketing and distribution of communication, specialty and packaging papers, as well as softwood, fluff and hardwood market pulp.

·

Personal Care – consists of the design, manufacturing, marketing and distribution of absorbent hygiene products.

An analysis and reconciliation of the Company’s business segment information to the respective information in the financial statements is as follows:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

SEGMENT DATA

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pulp and Paper

 

 

1,054

 

 

 

1,110

 

 

 

2,139

 

 

 

2,256

 

Personal Care

 

 

228

 

 

 

216

 

 

 

444

 

 

 

434

 

Total for reportable segments

 

 

1,282

 

 

 

1,326

 

 

 

2,583

 

 

 

2,690

 

Intersegment sales

 

 

(15

)

 

 

(16

)

 

 

(29

)

 

 

(32

)

Consolidated sales

 

 

1,267

 

 

 

1,310

 

 

 

2,554

 

 

 

2,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization and impairment

   of property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pulp and Paper

 

 

72

 

 

 

75

 

 

 

145

 

 

 

149

 

Personal Care

 

 

15

 

 

 

16

 

 

 

31

 

 

 

32

 

Total for reportable segments

 

 

87

 

 

 

91

 

 

 

176

 

 

 

181

 

Impairment of property, plant and

   equipment - Pulp and Paper

 

 

3

 

 

 

18

 

 

 

24

 

 

 

37

 

Consolidated depreciation and amortization and impairment

   of property, plant and equipment

 

 

90

 

 

 

109

 

 

 

200

 

 

 

218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pulp and Paper

 

 

35

 

 

 

55

 

 

 

54

 

 

 

130

 

Personal Care

 

 

15

 

 

 

17

 

 

 

29

 

 

 

27

 

Corporate

 

 

(11

)

 

 

(10

)

 

 

(26

)

 

 

(24

)

Consolidated operating income

 

 

39

 

 

 

62

 

 

 

57

 

 

 

133

 

Interest expense, net

 

 

15

 

 

 

25

 

 

 

32

 

 

 

51

 

Earnings before income taxes

 

 

24

 

 

 

37

 

 

 

25

 

 

 

82

 

Income tax expense (benefit)

 

 

6

 

 

 

(1

)

 

 

3

 

 

 

8

 

Net earnings

 

 

18

 

 

 

38

 

 

 

22

 

 

 

74

 

 

 

 

 

 

30

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16.

_________________

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The following information is presented as required under Rule 3-10 of Regulation S-X, in connection with the Company’s issuance of debt securities that are fully and unconditionally guaranteed by Domtar Paper Company, LLC, a 100% owned subsidiary of the Company, Domtar Industries LLC (and subsidiaries, excluding Domtar Funding LLC), Ariva Distribution Inc., Domtar Delaware Investments Inc., Domtar Delaware Holdings, LLC, Domtar A.W. LLC (and subsidiary), Domtar AI Inc., Attends Healthcare Products Inc., EAM Corporation, Domtar Personal Care Absorbent Hygiene Inc, and Associated Hygienic Products LLC., all 100% owned subsidiaries of the Company (“Guarantor Subsidiaries”), on a joint and several basis. The Guaranteed Debt will not be guaranteed by certain of Domtar’s own 100% owned subsidiaries; including Domtar Delaware Holdings Inc. and its foreign subsidiaries, including Attends Healthcare Limited, Domtar Inc. and Laboratorios Indas. S.A.U., (collectively the “Non-Guarantor Subsidiaries”). The subsidiary’s guarantee may be released in certain customary circumstances, such as if the subsidiary is sold or sells all of its assets, if the subsidiary’s guarantee of the Credit Agreement is terminated or released and if the requirements for legal defeasance to discharge the indenture have been satisfied.

The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the Balance Sheets at June 30, 2016 and December 31, 2015, the Statements of Earnings and Comprehensive Income (Loss) and Cash Flows for the three and six months ended June 30, 2016 and 2015 for Domtar Corporation (the “Parent”), and on a combined basis for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries. The supplemental condensed consolidating financial information reflects the investments of the Parent in the Guarantor Subsidiaries, as well as the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, using the equity method.

 

 

 

For the three months ended

 

 

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS)

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

AND COMPREHENSIVE INCOME (LOSS)

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

 

 

 

1,040

 

 

 

498

 

 

 

(271

)

 

 

1,267

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

 

 

 

 

874

 

 

 

410

 

 

 

(271

)

 

 

1,013

 

Depreciation and amortization

 

 

 

 

 

63

 

 

 

24

 

 

 

 

 

 

87

 

Selling, general and administrative

 

 

2

 

 

 

25

 

 

 

77

 

 

 

 

 

 

104

 

Impairment of property, plant and equipment

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Closure and restructuring costs

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

21

 

Other operating loss (income), net

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

985

 

 

 

511

 

 

 

(271

)

 

 

1,228

 

Operating (loss) income

 

 

(3

)

 

 

55

 

 

 

(13

)

 

 

 

 

 

39

 

Interest expense (income), net

 

 

16

 

 

 

7

 

 

 

(8

)

 

 

 

 

 

15

 

(Loss) earnings before income taxes

 

 

(19

)

 

 

48

 

 

 

(5

)

 

 

 

 

 

24

 

Income tax (benefit) expense

 

 

(5

)

 

 

12

 

 

 

(1

)

 

 

 

 

 

6

 

Share in earnings of equity accounted investees

 

 

32

 

 

 

(4

)

 

 

 

 

 

(28

)

 

 

 

Net earnings (loss)

 

 

18

 

 

 

32

 

 

 

(4

)

 

 

(28

)

 

 

18

 

Other comprehensive loss

 

 

(14

)

 

 

(25

)

 

 

(29

)

 

 

54

 

 

 

(14

)

Comprehensive income (loss)

 

 

4

 

 

 

7

 

 

 

(33

)

 

 

26

 

 

 

4

 

 

 

 

 

31

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

For the six months ended

 

 

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

COMPREHENSIVE INCOME

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

 

 

 

2,106

 

 

 

1,019

 

 

 

(571

)

 

 

2,554

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

 

 

 

 

1,846

 

 

 

788

 

 

 

(571

)

 

 

2,063

 

Depreciation and amortization

 

 

 

 

 

128

 

 

 

48

 

 

 

 

 

 

176

 

Selling, general and administrative

 

 

10

 

 

 

52

 

 

 

145

 

 

 

 

 

 

207

 

Impairment of property, plant and equipment

 

 

 

 

 

24

 

 

 

 

 

 

 

 

 

24

 

Closure and restructuring costs

 

 

 

 

 

23

 

 

 

 

 

 

 

 

 

23

 

Other operating loss (income), net

 

 

1

 

 

 

(1

)

 

 

4

 

 

 

 

 

 

4

 

 

 

 

11

 

 

 

2,072

 

 

 

985

 

 

 

(571

)

 

 

2,497

 

Operating (loss) income

 

 

(11

)

 

 

34

 

 

 

34

 

 

 

 

 

 

57

 

Interest expense (income), net

 

 

32

 

 

 

16

 

 

 

(16

)

 

 

 

 

 

32

 

(Loss) earnings before income taxes

 

 

(43

)

 

 

18

 

 

 

50

 

 

 

 

 

 

25

 

Income tax (benefit) expense

 

 

(10

)

 

 

4

 

 

 

9

 

 

 

 

 

 

3

 

Share in earnings of equity accounted investees

 

 

55

 

 

 

41

 

 

 

 

 

 

(96

)

 

 

 

Net earnings

 

 

22

 

 

 

55

 

 

 

41

 

 

 

(96

)

 

 

22

 

Other comprehensive income

 

 

100

 

 

 

90

 

 

 

56

 

 

 

(146

)

 

 

100

 

Comprehensive income

 

 

122

 

 

 

145

 

 

 

97

 

 

 

(242

)

 

 

122

 

 

 

 

 

For the three months ended

 

 

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

COMPREHENSIVE INCOME

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

 

 

 

1,079

 

 

 

522

 

 

 

(291

)

 

 

1,310

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

 

 

 

 

916

 

 

 

427

 

 

 

(291

)

 

 

1,052

 

Depreciation and amortization

 

 

 

 

 

65

 

 

 

26

 

 

 

 

 

 

91

 

Selling, general and administrative

 

 

3

 

 

 

39

 

 

 

57

 

 

 

 

 

 

99

 

Impairment of property, plant and equipment

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

18

 

Closure and restructuring costs

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Other operating income, net

 

 

(1

)

 

 

(6

)

 

 

(6

)

 

 

 

 

 

(13

)

 

 

 

2

 

 

 

1,033

 

 

 

504

 

 

 

(291

)

 

 

1,248

 

Operating (loss) income

 

 

(2

)

 

 

46

 

 

 

18

 

 

 

 

 

 

62

 

Interest expense (income), net

 

 

25

 

 

 

7

 

 

 

(7

)

 

 

 

 

 

25

 

(Loss) earnings before income taxes

 

 

(27

)

 

 

39

 

 

 

25

 

 

 

 

 

 

37

 

Income tax (benefit) expense

 

 

(7

)

 

 

3

 

 

 

3

 

 

 

 

 

 

(1

)

Share in earnings of equity accounted investees

 

 

58

 

 

 

22

 

 

 

 

 

 

(80

)

 

 

 

Net earnings

 

 

38

 

 

 

58

 

 

 

22

 

 

 

(80

)

 

 

38

 

Other comprehensive income

 

 

53

 

 

 

53

 

 

 

44

 

 

 

(97

)

 

 

53

 

Comprehensive income

 

 

91

 

 

 

111

 

 

 

66

 

 

 

(177

)

 

 

91

 

 

 

32

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

For the six months ended

 

 

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

COMPREHENSIVE LOSS

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Sales

 

 

 

 

 

2,195

 

 

 

1,055

 

 

 

(592

)

 

 

2,658

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

 

 

 

 

1,892

 

 

 

814

 

 

 

(592

)

 

 

2,114

 

Depreciation and amortization

 

 

 

 

 

129

 

 

 

52

 

 

 

 

 

 

181

 

Selling, general and administrative

 

 

8

 

 

 

72

 

 

 

119

 

 

 

 

 

 

199

 

Impairment of property, plant and equipment

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Closure and restructuring costs

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

2

 

Other operating loss (income), net

 

 

1

 

 

 

(1

)

 

 

(8

)

 

 

 

 

 

(8

)

 

 

 

9

 

 

 

2,130

 

 

 

978

 

 

 

(592

)

 

 

2,525

 

Operating (loss) income

 

 

(9

)

 

 

65

 

 

 

77

 

 

 

 

 

 

133

 

Interest expense (income), net

 

 

51

 

 

 

14

 

 

 

(14

)

 

 

 

 

 

51

 

(Loss) earnings before income taxes

 

 

(60

)

 

 

51

 

 

 

91

 

 

 

 

 

 

82

 

Income tax (benefit) expense

 

 

(16

)

 

 

4

 

 

 

20

 

 

 

 

 

 

8

 

Share in earnings of equity accounted investees

 

 

118

 

 

 

71

 

 

 

 

 

 

(189

)

 

 

 

Net earnings

 

 

74

 

 

 

118

 

 

 

71

 

 

 

(189

)

 

 

74

 

Other comprehensive loss

 

 

(125

)

 

 

(127

)

 

 

(122

)

 

 

249

 

 

 

(125

)

Comprehensive loss

 

 

(51

)

 

 

(9

)

 

 

(51

)

 

 

60

 

 

 

(51

)

33

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Assets

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

18

 

 

 

6

 

 

 

87

 

 

 

 

 

 

111

 

Receivables

 

 

 

 

 

257

 

 

 

351

 

 

 

 

 

 

608

 

Inventories

 

 

 

 

 

534

 

 

 

219

 

 

 

 

 

 

753

 

Prepaid expenses

 

 

20

 

 

 

24

 

 

 

11

 

 

 

 

 

 

55

 

Income and other taxes receivable

 

 

12

 

 

 

3

 

 

 

16

 

 

 

 

 

 

31

 

Intercompany accounts

 

 

983

 

 

 

5,149

 

 

 

289

 

 

 

(6,421

)

 

 

 

Total current assets

 

 

1,033

 

 

 

5,973

 

 

 

973

 

 

 

(6,421

)

 

 

1,558

 

Property, plant and equipment, net

 

 

 

 

 

2,061

 

 

 

845

 

 

 

 

 

 

2,906

 

Goodwill

 

 

 

 

 

296

 

 

 

247

 

 

 

 

 

 

543

 

Intangible assets, net

 

 

 

 

 

250

 

 

 

348

 

 

 

 

 

 

598

 

Investments in affiliates

 

 

8,177

 

 

 

2,137

 

 

 

 

 

 

(10,314

)

 

 

 

Intercompany long-term advances

 

 

6

 

 

 

93

 

 

 

638

 

 

 

(737

)

 

 

 

Other assets

 

 

7

 

 

 

25

 

 

 

131

 

 

 

 

 

 

163

 

Total assets

 

 

9,223

 

 

 

10,835

 

 

 

3,182

 

 

 

(17,472

)

 

 

5,768

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank indebtedness

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Trade and other payables

 

 

53

 

 

 

411

 

 

 

229

 

 

 

 

 

 

693

 

Intercompany accounts

 

 

5,011

 

 

 

1,014

 

 

 

396

 

 

 

(6,421

)

 

 

 

Income and other taxes payable

 

 

 

 

 

14

 

 

 

10

 

 

 

 

 

 

24

 

Long-term debt due within one year

 

 

62

 

 

 

1

 

 

 

1

 

 

 

 

 

 

64

 

Total current liabilities

 

 

5,126

 

 

 

1,441

 

 

 

636

 

 

 

(6,421

)

 

 

782

 

Long-term debt

 

 

830

 

 

 

298

 

 

 

109

 

 

 

 

 

 

1,237

 

Intercompany long-term loans

 

 

533

 

 

 

204

 

 

 

 

 

 

(737

)

 

 

 

Deferred income taxes and other

 

 

3

 

 

 

536

 

 

 

142

 

 

 

 

 

 

681

 

Other liabilities and deferred credits

 

 

15

 

 

 

179

 

 

 

158

 

 

 

 

 

 

352

 

Shareholders' equity

 

 

2,716

 

 

 

8,177

 

 

 

2,137

 

 

 

(10,314

)

 

 

2,716

 

Total liabilities and shareholders' equity

 

 

9,223

 

 

 

10,835

 

 

 

3,182

 

 

 

(17,472

)

 

 

5,768

 

34

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantor

 

 

Guarantor

 

 

Consolidating

 

 

 

 

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

49

 

 

 

2

 

 

 

75

 

 

 

 

 

 

126

 

Receivables

 

 

 

 

 

384

 

 

 

243

 

 

 

 

 

 

627

 

Inventories

 

 

 

 

 

556

 

 

 

210

 

 

 

 

 

 

766

 

Prepaid expenses

 

 

8

 

 

 

7

 

 

 

6

 

 

 

 

 

 

21

 

Income and other taxes receivable

 

 

 

 

 

13

 

 

 

11

 

 

 

(10

)

 

 

14

 

Intercompany accounts

 

 

764

 

 

 

4,776

 

 

 

16

 

 

 

(5,556

)

 

 

 

Total current assets

 

 

821

 

 

 

5,738

 

 

 

561

 

 

 

(5,566

)

 

 

1,554

 

Property, plant and equipment, net

 

 

 

 

 

2,018

 

 

 

817

 

 

 

 

 

 

2,835

 

Goodwill

 

 

 

 

 

296

 

 

 

243

 

 

 

 

 

 

539

 

Intangible assets, net

 

 

 

 

 

254

 

 

 

347

 

 

 

 

 

 

601

 

Investments in affiliates

 

 

8,005

 

 

 

2,050

 

 

 

 

 

 

(10,055

)

 

 

-

 

Intercompany long-term advances

 

 

6

 

 

 

88

 

 

 

621

 

 

 

(715

)

 

 

-

 

Other assets

 

 

15

 

 

 

10

 

 

 

115

 

 

 

(15

)

 

 

125

 

Total assets

 

 

8,847

 

 

 

10,454

 

 

 

2,704

 

 

 

(16,351

)

 

 

5,654

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

61

 

 

 

456

 

 

 

203

 

 

 

 

 

 

720

 

Intercompany accounts

 

 

4,685

 

 

 

722

 

 

 

149

 

 

 

(5,556

)

 

 

 

Income and other taxes payable

 

 

4

 

 

 

24

 

 

 

9

 

 

 

(10

)

 

 

27

 

Long-term debt due within one year

 

 

38

 

 

 

1

 

 

 

2

 

 

 

 

 

 

41

 

Total current liabilities

 

 

4,788

 

 

 

1,203

 

 

 

363

 

 

 

(5,566

)

 

 

788

 

Long-term debt

 

 

901

 

 

 

301

 

 

 

8

 

 

 

 

 

 

1,210

 

Intercompany long-term loans

 

 

490

 

 

 

225

 

 

 

 

 

 

(715

)

 

 

 

Deferred income taxes and other

 

 

 

 

 

535

 

 

 

131

 

 

 

(12

)

 

 

654

 

Other liabilities and deferred credits

 

 

16

 

 

 

185

 

 

 

152

 

 

 

(3

)

 

 

350

 

Shareholders' equity

 

 

2,652

 

 

 

8,005

 

 

 

2,050

 

 

 

(10,055

)

 

 

2,652

 

Total liabilities and shareholders' equity

 

 

8,847

 

 

 

10,454

 

 

 

2,704

 

 

 

(16,351

)

 

 

5,654

 

 

 

35

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

 

For the six months ended

 

 

 

June 30, 2016

 

CONDENSED CONSOLIDATING STATEMENT OF

   CASH FLOWS

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Consolidating

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

22

 

 

 

55

 

 

 

41

 

 

 

(96

)

 

 

22

 

Changes in operating and intercompany assets and

   liabilities and non-cash items, included in net earnings

 

24

 

 

 

108

 

 

 

(35

)

 

 

96

 

 

 

193

 

Cash flows provided from operating activities

 

 

46

 

 

 

163

 

 

 

6

 

 

 

 

 

 

215

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

 

 

 

(184

)

 

 

(35

)

 

 

 

 

 

(219

)

Acquisition of business, net of cash acquired

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Cash flows used for investing activities

 

 

 

 

 

(185

)

 

 

(35

)

 

 

 

 

 

(220

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend payments

 

 

(50

)

 

 

 

 

 

 

 

 

 

 

 

(50

)

Stock repurchase

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

(10

)

Net change in bank indebtedness

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Change in revolving bank credit facility

 

 

 

 

 

(50

)

 

 

 

 

 

 

 

 

(50

)

Proceeds from receivables securitization facility

 

 

 

 

 

 

 

 

120

 

 

 

 

 

 

120

 

Repayments of receivables securitization facility

 

 

 

 

 

 

 

 

(20

)

 

 

 

 

 

(20

)

Repayments of long-term debt

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Increase in long-term advances to related parties

 

 

(16

)

 

 

 

 

 

(60

)

 

 

76

 

 

 

 

Decrease in long-term advances to related parties

 

 

 

 

 

76

 

 

 

 

 

 

(76

)

 

 

 

Other

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Cash flows (used for) provided from financing activities

 

 

(77

)

 

 

26

 

 

 

40

 

 

 

 

 

 

(11

)

Net (decrease) increase in cash and cash equivalents

 

 

(31

)

 

 

4

 

 

 

11

 

 

 

 

 

 

(16

)

Impact of foreign exchange on cash

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Cash and cash equivalents at beginning of period

 

 

49

 

 

 

2

 

 

 

75

 

 

 

 

 

 

126

 

Cash and cash equivalents at end of period

 

 

18

 

 

 

6

 

 

 

87

 

 

 

 

 

 

111

 

36

 


DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2016

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

 

NOTE 16. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

 

 

 

 

 

For the six months ended

 

 

 

June 30, 2015

 

CONDENSED CONSOLIDATING STATEMENT OF

   CASH FLOWS

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Consolidating

Adjustments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

74

 

 

 

118

 

 

 

71

 

 

 

(189

)

 

 

74

 

Changes in operating and intercompany assets and

   liabilities and non-cash items, included in net earnings

 

(63

)

 

 

36

 

 

 

13

 

 

 

189

 

 

 

175

 

Cash flows provided from operating activities

 

 

11

 

 

 

154

 

 

 

84

 

 

 

 

 

 

249

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

 

 

 

(93

)

 

 

(43

)

 

 

 

 

 

(136

)

Proceeds from disposals of property, plant and equipment

 

 

 

 

 

6

 

 

 

1

 

 

 

 

 

 

7

 

Other

 

 

 

 

 

 

 

 

9

 

 

 

 

 

 

9

 

Cash flows used for investing activities

 

 

 

 

 

(87

)

 

 

(33

)

 

 

 

 

 

(120

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend payments

 

 

(50

)

 

 

 

 

 

 

 

 

 

 

 

(50

)

Stock repurchase

 

 

(30

)

 

 

 

 

 

 

 

 

 

 

 

(30

)

Net change in bank indebtedness

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

(9

)

Repayments of long-term debt

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

 

(2

)

Increase in long-term advances to related parties

 

 

 

 

 

(23

)

 

 

 

 

 

23

 

 

 

 

Decrease in long-term advances to related parties

 

 

8

 

 

 

 

 

 

15

 

 

 

(23

)

 

 

 

Other

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Cash flows (used for) provided from financing

   activities

 

 

(71

)

 

 

(33

)

 

 

14

 

 

 

 

 

 

(90

)

Net (decrease) increase in cash and cash equivalents

 

 

(60

)

 

 

34

 

 

 

65

 

 

 

 

 

 

39

 

Impact of foreign exchange on cash

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

Cash and cash equivalents at beginning of period

 

 

79

 

 

 

18

 

 

 

77

 

 

 

 

 

 

174

 

Cash and cash equivalents at end of period

 

 

19

 

 

 

52

 

 

 

136

 

 

 

 

 

 

207

 

 


 

37

 


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with Domtar Corporation’s unaudited interim financial statements and notes thereto included in the Quarterly Report. The MD&A should also be read in conjunction with the historical financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2016. Throughout this MD&A, unless otherwise specified, “Domtar Corporation,” “the Company,” “Domtar,” “we,” “us” and “our” refers to Domtar Corporation and its subsidiaries. Domtar Corporation’s common stock is listed on the New York Stock Exchange and the Toronto Stock Exchange. Except where otherwise indicated, all financial information reflected herein is determined on the basis of accounting principles generally accepted in the United States (“GAAP”).

The information contained on our website, www.Domtar.com, is not incorporated by reference into this Form 10-Q and should in no way be construed as a part of this or any other report that we filed with or furnished to the SEC.

In accordance with industry practice, in this report, the term “ton” or the symbol “ST” refers to a short ton, an imperial unit of measurement equal to 0.9072 metric tons. The term “metric ton” or the symbol “ADMT” refers to an air dry metric ton. In this report, unless otherwise indicated, all dollar amounts are expressed in U.S. dollars, and the term “dollars” and the symbol “$” refer to U.S. dollars. In the following discussion, unless otherwise noted, references to increases or decreases in income and expense items, prices, contribution to net earnings (loss), and shipment volumes are based on three and six months ended June 30, 2016 and 2015. The three month and six month periods are also referred to as the second quarter and first half of 2016 and 2015. Reference to notes refers to footnotes to the consolidated financial statements included in Item 1 of this Form 10-Q.

This MD&A of financial condition and results of operations is intended to provide investors with an understanding of our recent performance, financial condition and outlook. Topics discussed and analyzed include:

 

·

Overview

 

·

Highlights for the three month and six month periods ended June 30, 2016

 

·

Outlook

 

·

Consolidated Results of Operations and Segment Review

 

·

Liquidity and Capital Resources

OVERVIEW

We design, manufacture, market and distribute a wide variety of fiber-based products, including communication papers, specialty and packaging papers, and absorbent hygiene products. The foundation of our business is a network of wood fiber converting assets that produce paper grade, fluff and specialty pulp. The majority of our pulp production is consumed internally to manufacture paper and other consumer products with the balance sold as market pulp. We are the largest integrated marketer of uncoated freesheet paper in North America serving a variety of customers, including merchants, retail outlets, stationers, printers, publishers, converters and end-users. We are also a marketer and producer of a broad line of incontinence care products, marketed primarily under the Attends®, IncoPack® and Indasec® brand names, as well as infant diapers. To learn more, visit www.Domtar.com.

We have two reportable segments as described below. Each reportable segment offers different products and services and requires different manufacturing processes, technology and/or marketing strategies. The following summary briefly describes the operations included in each of our reportable segments.

Pulp and Paper: Our Pulp and Paper segment consists of the design, manufacturing, marketing and distribution of communication, specialty and packaging papers, as well as softwood, fluff and hardwood market pulp.

Personal Care: Our Personal Care segment consists of the design, manufacturing, marketing and distribution of absorbent hygiene products.


38

 


 

HIGHLIGHTS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2016

 

 

·

Operating income and net earnings decreased by 37% and 53%, respectively, from the second quarter of 2015

 

·

Sales decreased by 3% from the second quarter of 2015. Net average selling prices for pulp and paper were down from the second quarter of 2015. Our manufactured paper volumes were down while our pulp volumes were up when compared to the second quarter of 2015

 

·

Recognition of closure and restructuring costs of $21 million related to the conversion of a paper machine at our Ashdown mill to a high quality fluff pulp line

 

·

Recognition of accelerated depreciation of $3 million related to our 2014 decision to convert a paper machine at our Ashdown mill to a high quality fluff pulp line

 

·

We paid $25 million in dividends

 

 

HIGHLIGHTS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2016  

 

·

Operating income and net earnings decreased by 57% and 70%, respectively, from the first half of 2015

 

·

Sales decreased by 4% from the first half of 2015. Net average selling prices for pulp and paper were down from the first half of 2015. Our manufactured paper volumes were down while our pulp volumes were up when compared to the first half of 2015

 

·

Recognition of closure and restructuring costs of $23 million, of which $22 million is related to the conversion of a paper machine at our Ashdown mill to a high quality fluff pulp line

 

·

Recognition of accelerated depreciation of $24 million related to our 2014 decision to convert a paper machine at our Ashdown mill to a high quality fluff pulp line

 

·

We repurchased $10 million of our common stock and paid $50 million in dividends

 

 

 

 

Three months ended

 

 

Six months ended

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

 

 

 

 

 

 

 

Variance

 

FINANCIAL HIGHLIGHTS

 

June 30, 2016

 

 

June 30, 2015

 

 

$

 

 

%

 

 

June 30, 2016

 

 

June 30,

2015

 

 

$

 

 

%

 

(In millions of dollars, unless otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

1,267

 

 

$

1,310

 

 

$

(43

)

 

 

-3

%

 

$

2,554

 

 

$

2,658

 

 

$

(104

)

 

 

-4

%

Operating income

 

39

 

 

 

62

 

 

 

(23

)

 

 

-37

%

 

 

57

 

 

 

133

 

 

 

(76

)

 

 

-57

%

Net earnings

 

 

18

 

 

 

38

 

 

 

(20

)

 

 

-53

%

 

 

22

 

 

 

74

 

 

 

(52

)

 

 

-70

%

Net earnings per common share

   (in dollars)1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.60

 

 

$

(0.31

)

 

 

-52

%

 

$

0.35

 

 

$

1.16

 

 

$

(0.81

)

 

 

-70

%

Diluted

 

$

0.29

 

 

$

0.60

 

 

$

(0.31

)

 

 

-52

%

 

$

0.35

 

 

$

1.16

 

 

$

(0.81

)

 

 

-70

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2016

 

 

At December 31, 2015

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,768

 

 

$

5,654

 

 

 

 

 

 

 

 

 

Total long-term debt, including current

   portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,301

 

 

$

1,251

 

 

 

 

 

 

 

 

 

 

 

1

See Note 4 “Earnings per Common Share” of the financial statements in this Quarterly Report on Form 10-Q for more information on the calculation of net earnings per common share.


39

 


 

OUTLOOK

Our paper shipments are expected to trend with market demand in the second half of 2016. Our paper business should continue to benefit from recently announced price increases while we expect some short-term pricing volatility in pulp. Lower maintenance activity and better productivity should positively impact results in Pulp and Paper. Personal Care results are expected to benefit from the new customer wins, market growth and cost savings from the new manufacturing platform. Raw material unit costs are expected to moderately increase.

CONSOLIDATED RESULTS OF OPERATIONS AND SEGMENT REVIEW

This section presents a discussion and analysis of our second quarter and first half of 2016 and 2015 sales, operating income (loss) and other information relevant to the understanding of our results of operations.

 

Analysis of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Business Segment

 

Three months ended

 

 

Six months ended

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

$

 

 

%

 

 

June 30, 2016

 

 

June 30, 2015

 

 

$

 

 

%

 

Pulp and Paper

 

$

1,054

 

 

$

1,110

 

 

 

(56

)

 

 

-5%

 

 

$

2,139

 

 

$

2,256

 

 

 

(117

)

 

 

-5%

 

Personal Care

 

 

228

 

 

 

216

 

 

 

12

 

 

 

6%

 

 

 

444

 

 

 

434

 

 

 

10

 

 

 

2%

 

Total for reportable segments

 

 

1,282

 

 

 

1,326

 

 

 

(44

)

 

 

-3%

 

 

 

2,583

 

 

 

2,690

 

 

 

(107

)

 

 

-4%

 

Intersegment sales

 

 

(15

)

 

 

(16

)

 

 

1

 

 

 

 

 

 

 

(29

)

 

 

(32

)

 

 

3

 

 

 

 

 

Consolidated

 

 

1,267

 

 

 

1,310

 

 

 

(43

)

 

 

-3%

 

 

 

2,554

 

 

 

2,658

 

 

 

(104

)

 

 

-4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paper - manufactured (in thousands of ST)

 

 

752

 

 

 

783

 

 

 

(31

)

 

 

-4%

 

 

 

1,538

 

 

 

1,587

 

 

 

(49

)

 

 

-3%

 

Communication Papers

 

 

627

 

 

 

653

 

 

 

(26

)

 

 

-4%

 

 

 

1,284

 

 

 

1,322

 

 

 

(38

)

 

 

-3%

 

Specialty and Packaging

 

 

125

 

 

 

130

 

 

 

(5

)

 

 

-4%

 

 

 

254

 

 

 

265

 

 

 

(11

)

 

 

-4%

 

Paper - sourced from third parties (in thousands of ST)

 

 

29

 

 

 

29

 

 

 

-

 

 

 

-%

 

 

 

61

 

 

 

64

 

 

 

(3

)

 

 

-5%

 

Paper - total (in thousands of ST)

 

 

781

 

 

 

812

 

 

 

(31

)

 

 

-4%

 

 

 

1,599

 

 

 

1,651

 

 

 

(52

)

 

 

-3%

 

Pulp (in thousands of ADMT)

 

 

360

 

 

 

345

 

 

 

15

 

 

 

4%

 

 

 

729

 

 

 

695

 

 

 

34

 

 

 

5%

 

 

 

Analysis of Changes in Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second quarter of 2016 versus Second quarter of 2015

 

 

First half of 2016 versus First half of 2015

 

 

 

% Change in Sales due to

 

 

% Change in Net Sales due to

 

 

 

Net Price

 

 

Volume / Mix

 

 

Currency

 

 

Total

 

 

Net Price

 

 

Volume / Mix

 

 

Currency

 

 

Total

 

Pulp and Paper

 

 

-3

%

 

 

-2

%

 

 

-

%

 

 

-5

%

 

 

-4

%

 

 

-1

%

 

 

-

%

 

 

-5

%

Personal Care

 

 

-2

%

 

 

7

%

 

 

1

%

 

 

6

%

 

 

-2

%

 

 

4

%

 

 

-

%

 

 

2

%

Consolidated sales

 

 

-3

%

 

 

-

%

 

 

-

%

 

 

-3

%

 

 

-4

%

 

 

-

%

 

 

-

%

 

 

-4

%

 

 

Analysis of Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Business Segment

 

Three months ended

 

 

Six months ended

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

$

 

 

%

 

 

June 30, 2016

 

 

June 30, 2015

 

 

$

 

 

%

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pulp and Paper

 

 

35

 

 

 

55

 

 

 

(20

)

 

 

-36

%

 

 

54

 

 

 

130

 

 

 

(76

)

 

 

-58

%

Personal Care

 

 

15

 

 

 

17

 

 

 

(2

)

 

 

-12

%

 

 

29

 

 

 

27

 

 

 

2

 

 

 

7

%

Corporate

 

 

(11

)

 

 

(10

)

 

 

(1

)

 

 

10

%

 

 

(26

)

 

 

(24

)

 

 

(2

)

 

 

-8

%

Consolidated operating income (loss)

 

 

39

 

 

 

62

 

 

 

(23

)

 

 

-37

%

 

 

57

 

 

 

133

 

 

 

(76

)

 

 

-57

%

 

 

40

 


 

Second quarter of 2016 versus Second quarter of 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ Change in Segmented Operating Income (Loss) due to

 

 

 

Volume/Mix

 

 

Net Price

 

 

Input Costs (a)

 

 

Operating

expenses  (b)

 

 

Currency,

net of

hedging

 

Depreciation/

impairment (c)

 

 

Restructuring (d)

 

 

Other Income/

expense (e)

 

 

Total

 

Pulp and Paper

 

 

(8

)

 

 

(33

)

 

 

15

 

 

 

8

 

 

 

14

 

 

17

 

 

 

(20

)

 

 

(13

)

 

 

(20

)

Personal Care

 

 

 

 

 

(5

)

 

 

9

 

 

 

(7

)

 

 

 

 

1

 

 

 

 

 

 

 

 

 

(2

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

Consolidated operating income (loss)

 

 

(8

)

 

 

(38

)

 

 

24

 

 

 

 

 

 

14

 

 

18

 

 

 

(20

)

 

 

(13

)

 

 

(23

)

 

(a)

Includes raw materials (such as fiber, chemicals, nonwovens and super absorbent polymers) and energy expenses.

(b)

Includes maintenance, freight costs, selling, general and administrative (“SG&A”) expenses and other costs.

(c)

In the second quarter of 2016, we recorded $3 million of accelerated depreciation related to the conversion of a paper machine to a high quality fluff pulp line at our Ashdown mill, compared to $18 million recorded in the second quarter of 2015. Depreciation charges were lower by $3 million in the second quarter of 2016, excluding foreign currency impact.

(d)

In the second quarter of 2016, restructuring charges related to the conversion at Ashdown described above ($21 million). In the second quarter of 2015, we incurred restructuring charges of $1 million.

(e)

 

Second quarter of 2016 operating expenses/income includes:

Second quarter of 2015 operating expenses/income includes:

- Litigation settlement ($2 million)

- Other income ($2 million)

 

- Gain on sale of property, plant and equipment ($14 million)

- Other expense ($1 million)

 

 

Commentary – Second quarter of 2016 compared to Second quarter of 2015

Interest Expense, net

We incurred $15 million of net interest expense in the second quarter of 2016, a decrease of $10 million compared to net interest expense of $25 million in the second quarter of 2015. This decrease was mostly due to partial repayment of the 9.5% Notes due 2016 and of the 10.75% Notes due 2017 in the third quarter of 2015. In addition, interest expense also decreased due to the repayment at maturity of the 7.125% Notes due in August 2015. This decrease was partially offset by interest expense related to the Term Loan Agreement entered in the third quarter of 2015.

Income Taxes

In the second quarter of 2016, our income tax expense was $6 million, consisting of current income tax expense of $8 million and a deferred income tax benefit of $2 million. This compares to an income tax benefit of $1 million in the second quarter of 2015, consisting of a current income tax expense of $16 million and a deferred income tax benefit of $17 million. We made income tax payments, net of refunds, of $21 million during the second quarter of 2016. Our effective tax rate was 25% compared with an effective tax rate of (3)% in the second quarter of 2015.  The effective tax rate for the second quarter of 2015 was impacted by the recognition of previously unrecognized tax benefits due to the expiration of certain statutes of limitations, by enacted law changes in several U.S. states, by the favorable tax treatment of certain gains on property dispositions and by the impairment and write-down of property, plant, and equipment charges occurring in a high-tax jurisdiction.

 

First half of 2016 versus First half of 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ Change in Segmented Operating Income (Loss) due to

 

 

 

Volume/Mix

 

 

Net Price

 

 

Input Costs (a)

 

 

Operating

expenses (b)

 

 

Currency,

net of

hedging

 

 

Depreciation/

impairment (c)

 

 

Restructuring (d)

 

 

Other Income/

expense (e)

 

 

Total

 

Pulp and Paper

 

 

(9

)

 

 

(88

)

 

 

33

 

 

 

(22

)

 

 

29

 

 

 

15

 

 

 

(22

)

 

 

(12

)

 

 

(76

)

Personal Care

 

 

2

 

 

 

(10

)

 

 

19

 

 

 

(11

)

 

 

(1

)

 

 

1

 

 

 

1

 

 

 

1

 

 

 

2

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

2

 

 

 

 

 

 

 

 

 

(1

)

 

 

(2

)

Consolidated operating income (loss)

 

 

(7

)

 

 

(98

)

 

 

52

 

 

 

(36

)

 

 

30

 

 

 

16

 

 

 

(21

)

 

 

(12

)

 

 

(76

)

 

(a)

Includes raw materials (such as fiber, chemicals, nonwovens and super absorbent polymers) and energy expenses.

41

 


 

(b)

Includes maintenance, freight costs, selling, general and administrative (“SG&A”) expenses and other costs. 

(c)

In the first half of 2016, we recorded $24 million of accelerated depreciation related to the conversion of a paper machine to a high quality fluff pulp line at our Ashdown mill, compared to $37 million recorded in the first half of 2015. Depreciation charges were lower by $3 million in the first half of 2016, excluding foreign currency impact.

(d)

In the first half of 2016, we incurred restructuring charges of $23 million mostly related to the conversion at Ashdown described above compared to restructuring charges of $2 million in the first half of 2015.

(e)

 

First half of 2016 operating expenses/income includes:

First half of 2015 operating expenses/income includes:

- Foreign currency loss on working capital items ($4 million)

- Litigation settlement ($2 million)

- Other income ($2 million)

 

- Gain on sale of property, plant and equipment ($15 million)

- Bad debt expense ($5 million)

- Other expense ($2 million)

 

 

 

Commentary – First half of 2016 compared to first half of 2015

Interest Expense, net

We incurred $32 million of net interest expense in the first half of 2016, a decrease of $19 million compared to net interest expense of $51 million in the first half of 2015. This decrease was mostly due to partial repayment of the 9.5% Notes due 2016 and of the 10.75% Notes due 2017 in the third quarter of 2015. In addition, interest expense also decreased due to the repayment at maturity of the 7.125% Notes due in August 2015. This decrease was partially offset by interest expense related to the Term Loan Agreement entered in the third quarter of 2015.

Income Taxes

In the first half of 2016, our income tax expense was $3 million, consisting of current income tax expense of $8 million and a deferred income tax benefit of $5 million. This compares to an income tax expense of $8 million in the first half of 2015, consisting of a current income tax expense of $40 million and a deferred income tax benefit of $32 million. We made income tax payments, net of refunds, of $27 million during the first half of 2016. Our effective tax rate was 12% compared to an effective tax rate of 10% in the first half of 2015. The effective tax rate for the first half of 2016 was impacted by the approval of a state tax credit in the U.S.  The effective tax rate for the first half of 2015 was impacted by the recognition of previously unrecognized tax benefits due to the expiration of certain statutes of limitations, by enacted law changes in several U.S. states, by the favorable tax treatment of certain gains on property dispositions and by the impairment and write-down of property, plant, and equipment charges occurring in a high-tax jurisdiction.

 

Commentary – Segment Review

Pulp and Paper Segment

Sales in our Pulp and Paper segment decreased by $56 million, or 5% when compared to sales in the second quarter of 2015. This decrease in sales is mostly due to a 3% decrease in net average selling prices for pulp and paper as well as a decrease in our paper sales volumes.

Operating income in our Pulp and Paper segment amounted to $35 million in the second quarter of 2016, a decrease of $20 million, when compared to operating income of $55 million in the second quarter of 2015. Our results were negatively impacted by lower average selling prices for pulp and paper, higher restructuring charges related to the Ashdown conversion, a decrease in our paper sales volume, higher maintenance costs due mostly to the timing of maintenance outages and the gain on sale of property, plant and equipment in Q2 2015. This decrease was partially offset by lower accelerated depreciation charges, favorable currency rates, lower raw materials costs and lower freight costs.

Sales in our Pulp and Paper segment decreased by $117 million, or 5% when compared to sales in the first half of 2015. This decrease in sales is mostly due to a 4% decrease in net average selling prices for pulp and paper as well as a decrease in our paper sales volumes.

42

 


 

Operating income in our Pulp and Paper segment amounted to $54 million in the first half of 2016, a decrease of $76 million, when compared to operating income of $130 million in the first half of 2015. Our results were negatively impacted by lower average selling prices for pulp and paper, higher maintenance costs due mostly to the timing of maintenance outages, higher restructuring charges related to the Ashdown conversion, a decrease in our paper sales volume, lower productivity in pulp and the gain on sale of property, plant and equipment in Q2 2015. This decrease was partially offset by lower raw materials costs, favorable currency rates, lower freight costs and lower accelerated depreciation charges.

Personal Care Segment

Sales in our Personal Care segment increased by $12 million, or 6% when compared to sales in the second quarter of 2015. This increase in sales was driven by higher sales volume/mix of 7% and favorable foreign currency rates of approximately 1% due to the fluctuation between European currencies. This increase was partially offset by lower selling prices of approximately 2%.

Operating income decreased by $2 million or 12% in the second quarter of 2016 compared to the second quarter of 2015. Our results were negatively impacted by higher SG&A costs (mostly due to increased advertising spend and salary increases) and lower selling prices. This was partially offset by favorable input costs, mostly due to favorable negotiated procurement savings as well as favorable raw material pricing related to indices.

Sales in our Personal Care segment increased by $10 million, or 2% when compared to sales in the first half of 2015. This increase in sales was driven by higher sales volume/mix of 4% and was partially offset by lower selling prices of approximately 2%.

Operating income increased by $2 million or 7% in the first half of 2016 compared to the first half of 2015. Our results were positively impacted by favorable input costs, mostly due to favorable negotiated procurement savings as well as favorable raw material pricing related to indices. This was partially offset by higher SG&A costs (mostly due to increased advertising spend  and salary increases) and lower selling prices.

STOCK-BASED COMPENSATION EXPENSE

For the first half of 2016, stock-based compensation expense recognized in our results of operations was $6 million for all outstanding awards which includes the mark-to-market recovery related to liability awards of $3 million. This compares to a stock-based compensation expense of $9 million for all outstanding awards which includes the mark-to-market expense related to liability awards of $1 million in the first half of 2015. Compensation costs for performance awards are based on management’s best estimate of the final performance measurement.

LIQUIDITY AND CAPITAL RESOURCES

Our principal cash requirements are for ongoing operating costs, pension contributions, working capital and capital expenditures, as well as principal and interest payments on our debt. We expect to fund our liquidity needs primarily with internally generated funds from our operations and, to the extent necessary, through borrowings under our contractually committed $600 million credit facility, which is currently undrawn and available, or through our $150 million receivables securitization facility, of which $12 million is currently undrawn and available. Under adverse market conditions, there can be no assurance that these agreements would be available or sufficient. See “Capital Resources” below.

Our ability to make payments on the requirements mentioned above will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our credit and receivable securitization facilities and debt indentures impose various restrictions and covenants on us that could limit our ability to respond to market conditions, to provide for unanticipated capital investments or to take advantage of business opportunities.

A portion of our cash is held outside the U.S. by foreign subsidiaries. The earnings of the foreign subsidiaries, which reflect full provision for local income taxes, are currently indefinitely reinvested in foreign operations. We do not intend on repatriating those funds and no provision is made for income taxes that would be payable upon the distribution of earnings from foreign subsidiaries as computation of these amounts is not practicable.

The June 23, 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets, including currencies, and resulted in a sharp decline in the value of the British pound, as compared to the U.S. dollar and other currencies. Volatility in exchange rates is expected to continue in the short term as the United Kingdom (U.K.) negotiates its exit from the European Union. A weaker British pound compared to the U.S. dollar during a reporting period causes local currency results of our U.K. sales to be translated into fewer U.S. dollars. For the year ended December 31, 2015, net sales in the U.K. constituted 1% of our consolidated net sales (for the six months period ended June 30, 2016, net sales in the U.K. constituted 2% or our consolidated sales).

43

 


 

In the longer term, any impact from Brexit on our U.K. sales will depend, in part, on the outcome of tariff, trade, regulatory, and other negotiations. The macroeconomic impact on our results of operations from this vote remains unknown. To date, the foreign exchange impact has been negligible since we currently hedge a portion of our British Pound Sterling exposure through the second quarter of fiscal 2018, thus reducing our currency risk.

Operating Activities

Our operating cash flow requirements are primarily for salaries and benefits, the purchase of fiber, energy and raw materials and other expenses such as property taxes.

Cash flows provided from operating activities totaled $215 million in the first half of 2016, a $34 million decrease compared to cash flows provided from operating activities of $249 million in the first half of 2015. This decrease in cash flows provided from operating activities is primarily due to lower profitability, partially offset by a decrease in working capital requirements in the first half of 2016 when compared to the first half of 2015. We made income tax payments; net of refunds of $27 million in the first half of 2016 compared to income tax payments, net of refunds of $2 million during the first half of 2015 and received cash of 9 million (approximately $10 million) in the second quarter of 2016 from the release of bank guarantees related to the fine imposed by the CNMC (see Note 14 “Commitments and Contingencies” of the financial statements in this Quarterly Report on Form 10-Q for more information).

Investing Activities

Cash flows used for investing activities in the first half of 2016 amounted to $220 million, a $100 million decrease compared to cash flows used for investing activities of $120 million in the first half of 2015.

The use of cash in the first half of 2016 was attributable to additions to property, plant and equipment of $219 million.

The use of cash in the first half of 2015 was attributable to additions to property, plant and equipment of $136 million. The use of cash was partially offset by the proceeds from the disposal of assets, totaling $7 million. During the first half, we sold $9 million of asset-backed notes.

Our capital expenditures for 2016 are expected to be approximately between $330 million and $350 million.

Financing Activities

Cash flows used for financing activities totaled $11 million in the first half of 2016 compared to cash flows used for financing activities of $90 million in the first half of 2015.

The use of cash in the first half of 2016 was primarily the result of dividend payments ($50 million), the repurchase of our common stock ($10 million) and the repayment of long-term debt ($1 million). These were partially offset by the net proceeds from borrowings under our credit facilities (revolver and receivable securitization) ($50 million) and an increase in our bank indebtedness ($1 million).

The use of cash in the first half of 2015 was primarily the result of dividend payments ($50 million), the repurchase of our common stock ($30 million), the net repayment of our bank indebtedness ($9 million) and the net repayment of long-term debt ($2 million) in the first half of 2015.

Capital Resources

Net indebtedness, consisting of bank indebtedness and long-term debt, net of cash and cash equivalents, was $1,191 million as of June 30, 2016 compared to $1,125 million as of December 31, 2015.

Notes Redemption

In the third quarter of 2015, we redeemed $55 million in aggregate principal amount of our 9.5% Notes due 2016, representing approximately 59% of the outstanding notes, and $215 million in aggregate principal amount of our 10.75% Notes due 2017, representing approximately 77% of the outstanding notes. The redemption price was equal to 100% of the principal amount of such notes, plus accrued and unpaid interest, plus the applicable make-whole premium.

In addition, our 7.125% notes in the aggregate principal amount of $167 million matured on August 15, 2015. 

44

 


 

The above-noted redemptions and repayment of notes were funded through a combination of cash on hand, borrowings under our credit facilities and proceeds from a new $300 million 10-year term loan agreement with a syndicate of bank lenders.

 

Term Loan

 

In the third quarter of 2015, a wholly owned subsidiary of Domtar entered into a $300 million Term Loan Agreement that matures on July 20, 2025. The facility was fully drawn down on August 19, 2015. Borrowings under the Term Loan Agreement bear interest at LIBOR plus a margin of 1.875%. The Term Loan Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio, as defined in the Term Loan Agreement, that must be maintained at a level of not less than 3 to 1 and (ii) a leverage ratio, as defined in the Term Loan Agreement that must be maintained at a level of not greater than 3.75 to 1. At June 30, 2016, we were in compliance with these financial covenants.

 

All borrowings under the Term Loan Agreement are unsecured. The Company and certain domestic subsidiaries of the Company unconditionally guarantee any obligations from time to time arising under the Term Loan Agreement.

Bank Facility

In 2014, we entered into a $600 million amended and restated Credit Agreement, that matures on October 3, 2019. The Credit Agreement provides for a revolving credit facility (including a letter of credit sub-facility and a swingline sub-facility), which may be borrowed in U.S. Dollars, Canadian Dollars (in an amount up to the Canadian Dollar equivalent of $150 million) and Euros (in an amount up to the Euro equivalent of $200 million). We may increase the maximum aggregate amount of availability under the Credit Agreement by up to $400 million, borrow this increased amount as a term loan, and extend the final maturity of the Credit Agreement by one year, subject to the agreement of applicable lenders.

Borrowings under the Credit Agreement bear interest at the LIBOR, EURIBOR or the Canadian bankers’ acceptance or prime rates as applicable, plus a margin linked to our credit rating at the time of borrowing. In addition, we pay facility fees quarterly at rates dependent on our credit ratings.

The Credit Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not less than 3 to 1 and (ii) a leverage ratio, as defined in the Credit Agreement that must be maintained at a level of not greater than 3.75 to 1. At June 30, 2016, we were in compliance with these financial covenants, and no amounts were borrowed under the Credit Agreement (June 30, 2015 – nil). At June 30, 2016, we had no outstanding letters of credit under this credit facility (June 30, 2015 – nil). We had $600 million available under this credit facility at June 30, 2016.

 

All borrowings under the Credit Agreement are unsecured. The Company and certain domestic subsidiaries of the Company unconditionally guarantee any obligations from time to time arising under the Credit Agreement.

Receivables Securitization

We have a $150 million receivables securitization facility that matures in March 2019.

At June 30, 2016, borrowings under the receivables securitization facility amounted to $100 million and $38 million of letters of credit under the program (June 30, 2015 – nil and $47 million, respectively). The program contains certain termination events, which include, but are not limited to, matters related to receivable performance, certain defaults occurring under the credit facility or our failure to repay or satisfy material obligations. At June 30, 2016, we had $12 million unused and available under the accounts receivable securitization facility.

Common Stock

On February 22, 2016 and May 3, 2016, our Board of Directors approved a quarterly dividend of $0.40 and $0.415 per share, respectively, to be paid to holders of our common stock. Total dividends of approximately $25 million and $26 million, respectively, were paid on April 15, 2016 and July 15, 2016, respectively, to shareholders of record on April 4, 2016 and July 5, 2016, respectively.

On August 2, 2016, our Board of Directors approved a quarterly dividend of $0.415 per share to be paid to holders of our common stock. This dividend is to be paid on October 17, 2016, to shareholders of record on October 3, 2016.

45

 


 

OFF BALANCE SHEET ARRANGEMENTS

In the normal course of business, we finance certain of our activities off balance sheet through operating leases.

GUARANTEES

Indemnifications

In the normal course of business, we offer indemnifications relating to the sale of our businesses and real estate. In general, these indemnifications may relate to claims from past business operations, the failure to abide by covenants and the breach of representations and warranties included in sales agreements. Typically, such representations and warranties relate to taxation, environmental, product and employee matters. The terms of these indemnification agreements are generally for an unlimited period of time. At June 30, 2016, we were unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded significant expenses in the past.

Pension Plans

We have indemnified and held harmless the trustees of our pension funds, and the respective officers, directors, employees and agents of such trustees, from any and all costs and expenses arising out of the performance of their obligations under the relevant trust agreements, including in respect of their reliance on authorized instructions from us or for failing to act in the absence of authorized instructions. These indemnifications survive the termination of such agreements. At June 30, 2016, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 2 “Recent Accounting Pronouncements,” of the financial statements in this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and choices amongst acceptable accounting methods that affect our reported results of operations and financial position. Critical accounting estimates pertain to matters that contain a significant level of management estimates about future events, encompass the most complex and subjective judgments and are subject to a fair degree of measurement uncertainty. On an ongoing basis, management reviews its estimates, including those related to environmental matters and asset retirement obligations, impairment and useful lives of long-lived assets, closure and restructuring costs, pension and other post-retirement benefit plans, income taxes, business combinations and contingencies. These critical accounting estimates and policies have been reviewed with the Audit Committee of our Board of Directors. We believe these accounting policies, and others, should be reviewed as they are essential to understanding our results of operations, cash flows and financial condition. Actual results could differ from those estimates.

There has not been any material change to our policies since December 31, 2015. For more details on critical accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2015.

FORWARD-LOOKING STATEMENTS

The information included in this Quarterly Report on Form 10-Q, including the “Outlook” section above, contains forward-looking statements relating to trends in, or representing management’s beliefs about, Domtar Corporation’s future growth, results of operations, performance and business prospects and opportunities. These forward-looking statements are generally denoted by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “aim”, “target”, “plan”, “continue”, “estimate”, “project”, “may”, “will”, “should” and similar expressions. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from historical results or those anticipated. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur, or if any occurs, what effect they will have on Domtar Corporation’s results of operations or financial condition. These factors include, but are not limited to:

 

·

continued decline in usage of fine paper products in our core North American market;

 

·

our ability to implement our business diversification initiatives, including strategic acquisitions;

46

 


 

 

·

product selling prices; 

 

·

raw material prices, including wood fiber, chemical and energy;

 

·

conditions in the global capital and credit markets, and the economy generally, particularly in the U.S., Canada and Europe;

 

·

performance of Domtar Corporation’s manufacturing operations, including unexpected maintenance requirements;

 

·

the level of competition from domestic and foreign producers;

 

·

the effect of, or change in, forestry, land use, environmental and other governmental regulations (including taxation), and accounting regulations;

 

·

the effect of weather and the risk of loss from fires, floods, windstorms, hurricanes and other natural disasters;

 

·

transportation costs;

 

·

the loss of current customers or the inability to obtain new customers;

 

·

legal proceedings;

 

·

changes in asset valuations, including impairment of property, plant and equipment, inventory, accounts receivable or other assets for impairment or other reasons;

 

·

changes in currency rates, particularly the relative value of the U.S. dollar to the Canadian dollar and European currencies;

 

·

the effect of timing of retirements and changes in the market price of Domtar Corporation’s common stock on charges for stock-based compensation;

 

·

performance of pension fund investments and related derivatives, if any; and

 

·

the other factors described under “Risk Factors”, in item 1A of our Annual Report on Form 10-K, for the year ended December 31, 2015.

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Quarterly Report on Form 10-Q. Unless specifically required by law, Domtar Corporation disclaims any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosure about market risk is contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Except as presented below, there have been no material changes in our exposure to market risk since December 31, 2015. A full discussion on Quantitative and Qualitative Disclosure about Market Risk, is found in Note 3 “Derivatives and Hedging Activities and Fair Value Measurement,” of the financial statements in this Quarterly Report on Form 10-Q.

 

FOREIGN CURRENCY RISK

Cash flow hedges

We have manufacturing operations in the United States, Canada and Europe. As a result, we are exposed to movements in foreign currency exchange rates in Canada and Europe. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. Accordingly, our earnings are affected by increases or decreases in the value of the Canadian dollar and European currencies. Our European subsidiaries are also exposed to movements in foreign currency exchange rates on transactions denominated in a currency other than their Euro functional currency. Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of the United Kingdom's June 23, 2016 referendum in which voters approved the United Kingdom's exit from the European Union, commonly referred to as “Brexit.” Our risk management policy allows us to hedge a significant portion of the exposure to fluctuations in foreign currency exchange rates for periods up to three years. We may use derivative financial instruments (currency options and foreign exchange forward contracts) to mitigate our exposure to fluctuations in foreign currency exchange rates.

Derivatives are used to hedge a portion of forecasted purchases in Canadian dollars by our Canadian subsidiary over the next 24 months. Derivatives are also used to hedge a portion of forecasted sales by our U.S. subsidiaries in Euros and in British pounds over

47

 


 

the next 12 months as well as to hedge a portion of forecasted sales in British pounds and Norwegian krone and a portion of forecasted purchases in U.S. dollars and Swedish krona by our European subsidiaries over a periods of between 12 to 24 months. Such derivatives are designated as cash flow hedges. The changes in the fair value on qualifying instruments are included in Accumulated other comprehensive loss to the extent effective, and reclassified into Sales or Cost of sales in the period during which the hedged transaction affects earnings.

 

 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of June 30, 2016, an evaluation was performed by members of management, at the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2016, our disclosure controls and procedures were effective.

 

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the period covered by this report.

 

 

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 14 “Commitments and Contingencies” of the financial statements in this Quarterly Report on Form 10-Q for the discussion regarding legal proceedings.

For a description of previously reported legal proceedings refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 1A. RISK FACTORS

 

Our Annual Report on Form 10-K for the year ended December 31, 2015, contains important risk factors that could cause our actual results to differ materially from those projected in any forward-looking statement. Except as presented below, there have been no material changes from the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2015.

Conditions in the global political and economic environment, including the global capital and credit markets, can adversely affect the Company’s business, results of operations and financial position.

A significant or prolonged downturn in the general economic environment may affect the Company’s sales and profitability. The Company has exposure to counterparties with which it routinely executes transactions. Such counterparties include commercial banks, insurance companies and other financial institutions, some of which may be exposed to bankruptcy or liquidity risks. While the Company has not realized any significant losses to date, a bankruptcy or illiquidity event by one of its significant counterparties may materially and adversely affect the Company’s access to capital, future business and results of operations.

In addition, the Company’s customers and suppliers may be adversely affected by severe economic conditions. This could result in reduced demand for its products or its inability to obtain necessary supplies at reasonable costs, or at all.

The Company may be negatively impacted by political issues or crises in individual countries or regions, including sovereign risk related to a default by or deterioration in the credit worthiness of local governments.

For example, on June 23, 2016, the United Kingdom held a referendum in which a majority of voters voted to exit the European Union (“Brexit”). The effects of Brexit will depend on any agreements the United Kingdom makes to retain access to European Union

48

 


 

markets either during a transitional period or more permanently. Brexit could adversely affect European and global economic or market conditions and could contribute to instability in global financial markets. Any of these effects of Brexit, and others the Company cannot anticipate, may have a negative effect and may adversely affect the Company’s business.

Certain countries in Europe provide medicare coverage for adult incontinence products. The governments of these countries may decide to no longer reimburse part or all of the costs of adult incontinence products, and this may have a negative impact on the Company’s profitability in the future.

 

The Company is affected by changes in currency exchange rates.

The Company has manufacturing operations in the United States, Canada, Sweden and Spain. As a result, it is exposed to movements in foreign currency exchange rates in Canada and Europe. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. As a result, the Company’s earnings are affected by increases or decreases in the value of the Canadian dollar and of other European currencies relative to the U.S. dollar. The Company’s European subsidiaries are exposed to movements in foreign currency exchange rates on transactions denominated in a different currency than its Euro functional currency. Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of the United Kingdom's June 23, 2016 referendum in which voters approved the United Kingdom's exit from the European Union. The Company’s risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use derivative instruments (currency options and foreign exchange forward contracts) to mitigate its exposure to fluctuations in foreign currency exchange rates or to designate them as hedging instruments in order to hedge the subsidiary’s cash flow risk for purposes of the Consolidated Financial Statements. There can be no assurance that the Company will be protected against substantial foreign currency fluctuations. This factor could adversely affect the Company’s financial results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share repurchase activity under our share repurchase program was as follows during the three-month period ended June 30, 2016:

 

Period

 

(a) Total Number of

Shares Purchased

 

 

(b) Average Price Paid

per Share

 

 

(c) Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

 

 

(d) Approximate

Dollar Value of Shares

that May Yet be

Purchased under the

Plans or Programs

(in 000s)

 

April 1 through April 30, 2016

 

 

 

 

$

 

 

 

 

 

$

322,572

 

May 1 through May 31, 2016

 

 

 

 

$

 

 

 

 

 

$

322,572

 

June 1 through June 30, 2016

 

 

 

 

$

 

 

 

 

 

$

322,572

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

(1) During the second quarter of 2016, we did not repurchase any shares under our stock repurchase program (the “Program”). We currently have $323 million of remaining availability under our Program. The Program may be suspended, modified or discontinued at any time and we have no obligation to repurchase any amount of our common stock under the Program. The Program has no set expiration date. We repurchase our common stock, from time to time, in part to reduce the dilutive effects of our stock options and awards and to improve shareholders’ returns. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions, availability under the program as well as corporate and regulatory considerations. All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.

 

ITEM 3. DEFAULT UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

 

  

 

 

 

 

    Incorporated  by reference to:

Exhibit

Number

 

Exhibit Description

 

Form

Exhibit

Filing Date

 

12.1

 

Computation of Ratio of Earnings to Fixed Charges

 

31.1

 

 

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of the 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

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE

 

XBRL Extension Presentation Linkbase

 

50

 


 

SIGNATURE

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 thereto duly authorized.

 

DOMTAR CORPORATION

 

 

Date: August 4, 2016

 

 

By:

/s/ Daniel Buron

 

Daniel Buron

 

Senior Vice-President and Chief Financial Officer

 

 

By:

/s/ Razvan L. Theodoru

 

Razvan L. Theodoru

 

Vice-President, Corporate Law and Secretary

 

 

51