Q1 2009 Earning Report of Domtar Inc.

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Q1 2009 Earning Report of Domtar Inc.

  1. 1. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 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.) 395 de Maisonneuve West, Montreal, Quebec H3A 1L6 Canada (Address of principal executive offices) (zip code) (514) 848-5555 (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 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 NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): ⌧ Large accelerated filer 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 At May 6, 2009, 495,423,390 shares of the issuer’s voting common stock were outstanding.
  2. 2. DOMTAR CORPORATION FORM 10-Q For the Quarterly Period Ended March 31, 2009 INDEX PART I. FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3 CONSOLIDATED STATEMENTS OF EARNINGS 3 CONSOLIDATED BALANCE SHEETS 4 CONSOLIDATED STATEMENTS 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 34 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 50 ITEM 4. CONTROLS AND PROCEDURES 52 PART II OTHER INFORMATION 53 ITEM 1. LEGAL PROCEEDINGS 53 ITEM 1A. RISK FACTORS 53 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 53 ITEM 3. DEFAULT UPON SENIOR SECURITIES 53 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 53 ITEM 5. OTHER INFORMATION 53 ITEM 6. EXHIBITS 53 2
  3. 3. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) DOMTAR CORPORATION CONSOLIDATED STATEMENT OF EARNINGS For the three months ended March 31, 2009 and March 30, 2008 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) March 31, March 30, 2009 2008 (Unaudited) $ $ Sales 1,302 1,665 Operating expenses Cost of sales, excluding depreciation and amortization 1,123 1,342 Depreciation and amortization 99 116 Selling, general and administrative 83 108 Write-down of property, plant and equipment (NOTE 8) 35 — Closure and restructuring costs (NOTE 8) 24 1 Other operating (income) expense, net (NOTE 11) (40) 4 1,324 1,571 Operating (loss) income (22) 94 Interest expense 31 39 (Loss) earnings before income taxes (53) 55 Income tax (benefit) expense (8) 19 Net (loss) earnings (45) 36 Per common share (in dollars) (NOTE 4) Net (loss) earnings Basic (0.09) 0.07 Diluted (0.09) 0.07 Weighted average number of common and exchangeable shares outstanding (millions) Basic 515.5 515.5 Diluted 515.5 515.9 The accompanying notes are an integral part of the consolidated financial statements. 3
  4. 4. DOMTAR CORPORATION CONSOLIDATED BALANCE SHEETS (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) At March 31, December 31, 2009 2008 (Unaudited) $ $ Assets Current assets Cash and cash equivalents 16 145 Receivables, less allowances of $12 and $11 477 506 Inventories (NOTE 6) 963 922 Prepaid expenses 27 22 Income and other taxes receivable 56 50 Deferred income taxes 116 115 1,655 Total current assets 1,760 8,963 Property, plant and equipment, at cost 8,888 (4,662) Accumulated depreciation (4,734) 4,301 Net property, plant and equipment 4,154 81 Intangible assets, net of amortization (NOTE 7) 76 67 Other assets 72 6,104 Total assets 6,062 Liabilities and shareholders' equity Current liabilities Bank indebtedness 43 52 Trade and other payables 646 576 Income and other taxes payable 36 46 Long-term debt due within one year 18 18 743 Total current liabilities 692 2,110 Long-term debt 2,195 824 Deferred income taxes 809 284 Other liabilities and deferred credits 293 Commitments and contingencies (NOTE 10) Shareholders' equity Common stock $0.01 par value; authorized 2,000,000,000 shares; issued and outstanding: 495,293,490 and 494,636,726 shares, respectively 5 5 Exchangeable shares No par value; unlimited shares authorized; issued and held by nonaffiliates: 20,280,936 and 20,896,301 shares, respectively 138 134 Additional paid-in capital 2,743 2,751 Accumulated deficit (526) (571) Accumulated other comprehensive loss (217) (246) 2,143 Total shareholders' equity 2,073 6,104 Total liabilities and shareholders' equity 6,062 The accompanying notes are an integral part of the consolidated financial statements. 4
  5. 5. DOMTAR CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) Issued and outstanding common and Additional Total CONSOLIDATED STATEMENT exchangeable stock Common Exchangeable paid-in Accumulated Accumulated other shareholders' OF SHAREHOLDERS' EQUITY (millions of shares) stock, at par shares capital deficit comprehensive loss equity (Unaudited) $ $ $ $ $ $ Balance at December 31, 515.5 5 138 2,743 (526) (217) 2,143 2008 Conversion of exchangeable shares — — (4) 4 — — — Stock-based compensation — — — 4 — — 4 Net loss — — — — (45) — (45) Net derivative gains on cash flow hedge, net of tax — — — — — 3 3 Foreign currency translation adjustments — — — — — (32) (32) 515.5 5 134 2,751 (571) (246) 2,073 Balance at March 31, 2009 The accompanying notes are an integral part of the consolidated financial statements. 5
  6. 6. DOMTAR CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS For the three months ended March 31, 2009 and March 30, 2008 (IN MILLIONS OF DOLLARS) March 30, March 31, 2008 2009 (Unaudited) $ $ Operating activities Net (loss) earnings 36 (45) Adjustments to reconcile net earnings (loss) to cash flows from operating activities Depreciation and amortization 116 99 Deferred income taxes 12 (15) Write-down of property, plant and equipment — 35 Stock-based compensation expense 5 4 Other 2 3 Changes in assets and liabilities Receivables (81) (36) Inventories (11) 34 Prepaid expenses (17) 7 Trade and other payables (18) (55) Income and other taxes 12 14 Difference between employer pension and other post-retirement expense and contributions (5) 13 Other assets and other liabilities (24) (1) Cash flows provided from operating activities 27 57 Investing activities Additions to property, plant and equipment (29) (24) Proceeds from disposals of property, plant and equipment 21 — Cash flows used for investing activities (8) (24) Financing activities Net change in bank indebtedness 23 9 Change of revolving bank credit facility (50) 90 Repayment of long-term debt (6) (3) Cash flows provided from (used for) financing activities (33) 96 (14) Net increase (decrease) in cash and cash equivalents 129 Cash and cash equivalents at beginning of period 71 16 57 Cash and cash equivalents at end of period 145 Supplemental cash flow information Net cash payments for: Interest 19 24 Income taxes 7 — The accompanying notes are an integral part of the consolidated financial statements. 6
  7. 7. 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 12 NOTE 4 EARNINGS (LOSS) PER SHARE 16 NOTE 5 PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS 18 NOTE 6 INVENTORIES 19 NOTE 7 INTANGIBLE ASSETS 20 NOTE 8 CLOSURE AND RESTRUCTURING LIABILITY 21 NOTE 9 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 22 NOTE 10 COMMITMENTS AND CONTINGENCIES 23 NOTE 11 SEGMENT DISCLOSURES 26 NOTE 12 CONDENSED CONSOLIDATING FINANCIAL INFORMATION 28 7
  8. 8. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (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 presentation of Domtar Corporation’s (“the Company”) financial position, results of operations, and cash flows for the interim period presented. Except as disclosed in the Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Results for the first three 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, 2008, as filed with the Securities and Exchange Commission. The December 31, 2008 Consolidated balance sheet, presented for comparative purposes in this interim report, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Certain reclassifications of prior period balances have been made for consistent presentation with the present period. 8
  9. 9. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS ACCOUNTING CHANGES IMPLEMENTED FAIR VALUE MEASUREMENTS In February 2008, the FASB issued Staff Position (“FSP”) No. FAS 157-2 delaying the effective date of SFAS No. 157 “Fair Value Measurements” to fiscal years beginning after November 15, 2008 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The Company adopted the full requirements of SFAS 157 on January 1, 2009 with no significant impact on its consolidated financial statements. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an entity’s derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company adopted the disclosure requirements of this statement with respect to the March 31, 2009 consolidated financial statements. INTANGIBLE ASSETS In April 2008, the FASB issued Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extensions assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This FSP also provides additional disclosure requirements related to recognized intangible assets. The guidance for determining useful lives of intangible assets under this FSP is effective for intangible assets acquired in fiscal years beginning after December 15, 2008. Disclosure requirements under this FSP are effective for all intangible assets recognized as of, and subsequent to, fiscal years beginning after December 15, 2008. Since the Company did not acquire intangible assets during the first quarter of 2009, the guidance for determining useful lives of intangible assets under this FSP had no impact on its consolidated financial statements. The Company adopted, however, the disclosure requirements of this Staff Position with respect to the March 31, 2009 consolidated financial statements. EQUITY METHOD INVESTMENT ACCOUNTING In November 2008, the Emerging Issues Task Force (“EITF”) approved Issue No. 08-6, “Equity Method Investment Accounting Considerations”. In this Issue, the EITF has considered the impact of FAS 141(R) “Business Combinations” and SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” on the accounting for an investment under the equity method. Historically, the equity method was described in Opinion 18 “The Equity Method of Accounting for Investments in Common Stock”. Some of the topics that were addressed by the EITF in this Issue are: • Determination of the carrying value of an equity method investment, • Use of the other-than-temporary impairment model under Opinion 18, and • Accounting for share issuances by the investee 9
  10. 10. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) This issue is effective in fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Consequently, the Company adopted the requirements of this Issue on January 1, 2009 with no impact on its consolidated financial statements. FUTURE ACCOUNTING CHANGES FAIR VALUE MEASUREMENTS In April 2009, the FASB issued Staff Position (“FSP”) No. 157-4, “Determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly”. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The FSP also amends the disclosure provisions of SFAS 157 to require entities to disclose in interim and annual periods the inputs and valuation technique(s) used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted. The Company is assessing the impact of adopting the requirements of this FSP. FAIR VALUE DISCLOSURES FOR INTERIM PERIODS In April 2009, the FASB issued Staff Position (“FSP”) No. 107-1 and APB 28-1, “Interim disclosures about fair value of financial instruments”. This FSP amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, and requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements of publicly traded companies. APB Opinion N0. 28, “Interim Financial Reporting” and this FSP is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted. The Company will adopt the disclosure requirements of this FSP in the second quarter of 2009. OTHER THAN TEMPORARY IMPAIRMENT In April 2009, the FASB issued Staff Position (“FSP”) No. 115-2, “Recognition and Presentation of Other-Than-Temporary Impairments”. Under this FSP, the primary change to the other-than-temporary impairments (“OTTI”) model for debt securities is the change in focus from an entity’s intent and ability to hold a security until recovery. Instead, an OTTI is triggered if (1) an entity has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. In addition, the FSP changes the presentation of an OTTI in the income statement if the only reason for recognition is a credit loss (i.e., the entity does not expect to recover its entire amortized cost basis). That is, if the entity has the intent to sell the security or it is more likely than not that it will be required to sell the security, the entire impairment (amortized cost basis over fair value) will be recognized in earnings. However, if the entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated into the credit loss component, which is recorded in earnings, and the remainder of the impairment charge, which is recorded in other comprehensive income (OCI). 10
  11. 11. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) Finally, the FSP amends the disclosure provisions of Statement 115 “Accounting for Certain Investments in Debt and Equity Securities” for both debt and equity securities. The FSP requires disclosures in interim and annual periods for major security types identified on the basis of how an entity manages, monitors, and measures its securities and the nature and risks of the security. This FSP is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted. The Company is currently assessing the impact of adopting the requirements of this FSP in the second quarter of 2009. 11
  12. 12. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT INTEREST RATE RISK The Company is exposed to interest rate risk arising from fluctuations in interest rates on its cash and cash equivalents, its bank indebtedness, its bank credit facility and its long-term debt. The Company may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts. COST RISK Cash flow hedges: The Company purchases natural gas and oil at the prevailing market price at the time of delivery. In order to manage the cash flow risk associated with purchases of natural gas and oil, the Company may utilize derivative financial instruments or physical purchases to fix the price of forecasted natural gas and oil purchases. The Company formally documents the hedge relationships, including identification of the hedging instruments and the hedged items, the risk management objectives and strategies for undertaking the hedge transactions, and the methodologies used to assess effectiveness and measure ineffectiveness. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity, and are recognized in cost of sales in the period in which the hedged transaction occurs. 12
  13. 13. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 3. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED) The following table presents the volumes under derivative financial contracts for natural gas and oil outstanding as of March 31, 2009 to hedge forecasted purchases: Notional contractual value Percentage of forecasted Notional contractual quantity under derivative contracts purchases under derivative Commodity under derivative contracts (in millions of dollars) contracts for (a) 2009 2010 2011 Natural gas MMBTU (1) 3,585,000 $ 33 4% 19% 4% Oil BBL(2) 90,500 $ 4 42% –% –% (1) MMBTU: Millions of British thermal units. (2) BBL Barrels. (a) The percentage of coverage represents the derivative financial instrument positions. The percentage of natural gas and oil purchases under fixed price contracts, for both derivative financial instrument and physical delivery for 2009 are 43% and 67%, 2010 are 19% and nil and 2011 are 4% and nil respectively. The natural gas and oil derivative contracts were fully effective as of March 31, 2009 and the critical terms of the hedging instruments and the hedged items match. As a result, there were no significant amounts reflected in the Consolidated Statement of Earnings for the three months ended March 31, 2009 resulting from hedge ineffectiveness. FOREIGN CURRENCY RISK Cash flow hedges: The Company has manufacturing operations in the United States and Canada. As a result, it is exposed to movements in the foreign currency exchange rate in Canada. Also, certain assets and liabilities are denominated in Canadian dollars 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 relative to the U.S. dollar. 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. Foreign exchange forward contracts are contracts whereby the Company has the obligation to buy Canadian dollars at a specific rate. Currency options purchased are contracts whereby the Company has the right, but not the obligation, to buy Canadian dollars at the strike rate if the Canadian dollar trades above that rate. Currency options sold are contracts whereby the Company has the obligation to buy Canadian dollars at the strike rate if the Canadian dollar trades below that rate. The Company formally documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. Foreign exchange forward contracts and currency options contracts used to hedge forecasted purchases in Canadian dollars are designated as cash flow hedges. Current contracts are used to hedge forecasted purchases over the next 12 months. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges are recorded as a component of accumulated other comprehensive income within shareholders’ equity, and are recognized in cost of sales in the period in which the hedged transaction occurs. 13
  14. 14. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (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 contracts pursuant to currency options and forward foreign exchange contracts outstanding as of March 31, 2009 to hedge forecasted purchases: Percentage of CDN denominated forecasted expenses under Contract Notional contractual value derivative contracts for 2009 2010 Currency options purchased CDN $ 630 61% 12% Currency options sold CDN $ 630 61% 12% The currency options and the foreign exchange forward contracts are fully effective as at March 31, 2009. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statement of Earnings for the three months ended March 31, 2009 resulting from hedge ineffectiveness. The Effect of Derivative Instruments on the Consolidated Statement of Earnings (Loss) and Consolidated Statement of Shareholders’ Equity Location of Gain (Loss) Derivatives designated Gain (Loss) Recognized in Gain (Loss) Reclassified from Accumulated Reclassified from Accumulated as cash flow hedging Accumulated Other Comprehensive Other Comprehensive Loss into Income Other Comprehensive Loss into instruments under SFAS 133 Loss on Derivative (Effective Potion) (Effective Portion) Income (Effective Portion) For the three For the three For the three For the three months ended months ended months ended months ended March 31, 2009 March 30, 2008 March 31, 2009 March 30, 2008 Natural gas swap contracts $ (2) $ — $ — $ — Currency options (13) (5) (18) — Cost of sales Total $ (15) $ (5) $ (18) $ — The loss recorded in accumulated other comprehensive loss relating to natural gas contracts will be recognized in cost of sales upon maturity of the derivatives over the next 2 years at the prevailing values then, which may be different from those at March 31, 2009. The loss recorded in accumulated other comprehensive loss relating to currency options and foreign exchange forward contracts will be recognized in cost of sales upon maturity of the derivatives over the next 12 months at the prevailing values then, which may be different from those at March 31, 2009. 14
  15. 15. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (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: Fair Value Measurement using Significant Derivatives designated as cash flow March 31, March 30, observable inputs hedging 2009 2008 (Level 2) (a) Balance sheet location instruments under SFAS 133: 2009 2008 Asset derivatives Currency options $ 6 $ 8 $ 6 $ 8 Prepaid expenses $ 6 $ 8 $ 6 $ 8 Total Assets Liability derivatives Currency options $ 43 $ 8 $ 43 $ 8 Trade and other payables Natural gas swap contracts 4 — 4 — Trade and other payables Natural gas swap contracts 7 — 7 — Other liabilities and deferred credits $ 54 $ 8 $ 54 $ 8 Total Liabilities (a) Level 2 is defined as: Observable inputs other than quoted market prices in active markets for identical assets and liabilities, quoted market 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. Fair value measurement for the Company’s derivatives are classified under Level 2 as such measurements are determined using published market prices or estimated based on observable inputs such as interest rates, yield curves, spot and future exchange rates. 15
  16. 16. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 4. EARNINGS (LOSS) PER SHARE The following table provides the reconciliation between basic and diluted earnings (loss) per share: March 31, March 30, For the three months ended 2009 2008 Net earnings (loss) $ (45) $ 36 Weighted average number of common and exchangeable shares outstanding (millions) 515.5 515.5 Effect of dilutive securities (millions) — 0.4 Weighted average number of diluted common and exchangeable shares outstanding (millions) 515.5 515.9 Basic net earnings (loss) per share (in dollars) $ (0.09) $ 0.07 Diluted net earnings (loss) per share (in dollars) $ (0.09) $ 0.07 The following provides the securities that could potentially dilute basic earnings (loss) per share in the future but were not included in the computation of diluted earnings (loss) per share because to do so would have been anti-dilutive: March 31, March 30, 2009 2008 Restricted stock units 476,776 1,157,366 Options 5,006,196 1,096,360 Performance-based awards 1,104,915 4,320,715 The calculation of earnings (loss) per common share for the three months ended March 31, 2009 and March 30, 2008 is based on the weighted-average number of Domtar Corporation common stock outstanding during the period. The calculation for diluted earnings (loss) per common share recognizes the effect of all potential dilutive common stock. Stock options to purchase common shares are excluded in the computation of diluted net earnings (loss) per share in periods of loss because to do so would have been anti-dilutive. 16
  17. 17. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 4. EARNINGS (LOSS) PER SHARE (CONTINUED) On March 11, 2009, the Board of Directors approved a proposal to effect a reverse stock split of the Company’s outstanding common stock, and a corresponding reverse stock split of the outstanding exchangeable shares issued by the Company’s indirect subsidiary, Domtar (Canada) Paper Inc. The proposal calls to authorize the Board to effect, at its discretion, a reverse stock split by a ratio of 1- for-12, 1-for-15 or 1-for-18 shares. It will be submitted to a vote by stockholders at the Company’s annual meeting on May 29, 2009. The reverse stock split is subject to certain customary regulatory approvals. 17
  18. 18. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (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 multi-employer plans. The pension expense under these plans is equal to the Company’s contribution. For the three months ended March 31, 2009, the pension expense was $6 million (2008—$4 million). DEFINED BENEFIT PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS The Company has several defined benefit pension plans covering substantially all employees. Non-unionized employees in Canada joining the Company participate in defined contribution plans. The defined benefit plans are generally contributory in Canada and non-contributory in the United States. The Company also provides other post-retirement plans to eligible Canadian and US employees; the plans are unfunded and include life insurance programs, medical and dental benefits and short-term and long-term disability programs. Components of net periodic benefit cost for pension plans and other post-retirement benefit plans For the three months ended March 31, 2009 March 30, 2008 Other Other post- post- retirement retirement Pension benefit Pension benefit Plans plans Plans plans $ $ $ $ Service cost 8 1 10 1 Interest expense 20 2 21 1 Expected return on plan assets (18) — (22) — Settlement loss 2 — 2 — Curtailment loss 2 — — — Amortization of net loss 1 — — — Amortization of prior year service costs 1 — — — Special termination benefits 1 — — — Net periodic benefit cost 17 3 11 2 The Company contributed $6 million for the three months ended March 31, 2009 (2008 - $16 million) to the pension plans. The Company also contributed $1 million for the three months ended March 31, 2009 (2008 - $2 million) to the other post-retirement benefit plans. 18
  19. 19. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 6. INVENTORIES The following table presents the components of inventories: March 31, December 31, 2009 2008 $ $ Work in process and finished goods 584 553 Raw materials 170 173 Operating and maintenance supplies 209 196 963 922 19
  20. 20. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 7. INTANGIBLE ASSETS The following table presents the components of intangible assets: Weighted average March 31, December 31, useful lives 2009 2008 $ $ Intangible assets subject to amortization Water rights 40 14 14 Power purchase agreements 25 26 27 Customer relationships 20 8 9 Trade names 7 6 6 Supplier agreements 5 5 5 Natural gas contracts 4 14 14 Cutting rights Units of production method 18 19 91 94 Allowance for amortization (15) (13) Total intangible assets 76 81 Amortization expense related to intangible assets for the three months ended March 31, 2009 was $2 million (2008 – $2 million ). Amortization expense for the next five years related to intangible assets is expected to be as follows: 2009 2010 2011 2012 2013 $ $ $ $ $ Amortization expense related to intangible assets 7 4 4 4 3 20
  21. 21. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 8. CLOSURE AND RESTRUCTURING LIABILITY The Company regularly reviews its overall production capacity with the objective of adjusting its production capacity with anticipated long-term demand. On February 5, 2009, Domtar Corporation announced that it would permanently reduce its fine paper manufacturing at its Plymouth, North Carolina mill, by shutting down one of the two paper machines comprising the mill’s fine paper production unit. As a result of this, the Company recorded a $35 million charge attributable to the write-down of property, plant and equipment as accelerated depreciation to bring this asset to its estimated recoverable amount and at the end of February 2009, there was a curtailment of 293,000 short tons of the mill’s uncoated freesheet production capacity, that affects approximately 185 employees. Given the closure of the paper machine, the Company conducted a Step I impairment test on the remaining Plymouth mill operation’s fixed assets and concluded that the undiscounted estimated future cash flows associated with the long-lived assets exceeded their carrying value and, as, such, no impairment charge was required. On March 5, 2009, Domtar Corporation announced that it will be, as of May 5, 2009, idling its Woodland pulp facility in Baileyville, Maine for an undetermined period. These measures will result in a temporary curtailment of 398,000 air dry metric tons of pulp and will affect approximately 300 employees. In the first three months of 2009, $24 million of closure and restructuring costs were recognized in the Consolidated Statement of Earnings ($22 million in the Papers segment and $2 million in the Wood segment). The following table provides the activity in the closure and restructuring liability. March 31, December 31, 2009 2008 $ $ Balance at beginning of year 83 47 Additions 24 11 Severance payments (29) (14) Reversals of liability to earnings (a) (24) — Other (4) — Effect of foreign currency exchange rate change (3) (1) Balance at the end of the period 47 43 (a) Includes $23 million of a reversal of a provision for a contract assumed in the combination of the Weyerhaeuser Fine Paper Business with Domtar Inc. as a result of its termination by the counterparty in the first quarter of 2008. 21
  22. 22. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 9. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) March 31, March 30, COMPREHENSIVE INCOME (LOSS) 2009 2008 $ $ Net (loss) earnings 36 (45) Other comprehensive income (loss) Net derivative gains (losses) on cash flow hedges (5) 3 Foreign currency translation adjustments (61) (32) (30) Comprehensive loss (74) 22
  23. 23. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 10. COMMITMENTS AND CONTINGENCIES ENVIRONMENT The Company is subject to environmental laws and regulations enacted by federal, provincial, state and local authorities. During the first quarter of 2006, the Company closed the pulp and paper mill in Prince Albert, Saskatchewan and the Big River sawmill in Prince Albert, Saskatchewan due to poor market conditions. The Company has not determined at this time whether the facilities will be reopened, sold or permanently closed. In the event the facilities are permanently closed, the Province of Saskatchewan may require active decommissioning and reclamation at one or both facilities. In the event decommissioning and reclamation is required at either facility, the work is likely to include investigation and remedial action for areas of significant environmental impacts. An action was commenced by Seaspan International Ltd. (“Seaspan”) in the Supreme Court of British Columbia, on March 31, 1999 against Domtar Inc. and others with respect to alleged contamination of Seaspan’s site bordering Burrard Inlet in North Vancouver, British Columbia, including contamination of sediments in Burrard Inlet, due to the presence of creosote. As of July 3, 2002, the parties entered into a partial Settlement Agreement which provided that while the agreement is performed in accordance with its terms, the action commenced by Seaspan will be held in abeyance. The Settlement Agreement focused on the sharing of costs between Seaspan and Domtar Inc. for certain remediation of contamination referred to in the plaintiff’s claim. The Settlement Agreement did not address all of the plaintiff’s claims and such claims cannot be reasonably determined at this time. On June 3, 2008, Domtar was notified by Seaspan that it terminated the Settlement Agreement. The Company has recorded a provision to address potential exposure. Domtar Inc. was issued a Request for Response Action (quot;RFRAquot;) by the Minnesota Pollution Control Agency (“MPCA”) for the clean-up of tar seeps and soils at a former coal tar distillation plant located in Duluth, Minnesota. On March 27, 1996, the MPCA issued a RFRA to Domtar Inc., Interlake Corp., Allied-Signal, Inc. and Beazer East, Inc. requiring the investigation and potential remediation of a portion of an industrial site located in Duluth, Minnesota, believed to contain contaminated sediments originating from former coke and gas plants and coal tar distillation plants. Domtar Inc. formerly operated one coal tar distillation plant. By final and binding arbitration award, including qualifications by the arbitrators, the remediation cost related to Domtar Inc. is now estimated to be between $3 million and $4 million, of which $3 million has been paid. Settlement between the parties, excluding Beazer East Inc., has been reached in March 2009 regarding historical and future remedial costs and potential natural resource damages. The settlement is within the Company’s environmental reserve. At March 31, 2009, the Company had a provision of $96 million for environmental matters and other asset retirement obligations (2008 – $99 million). Additional costs, not known or identifiable, could be incurred for remediation efforts. Based on policies and procedures in place to monitor environmental exposure, management believes that such additional remediation costs would not have a material adverse effect on the Company’s financial position, earnings or cash flows. 23
  24. 24. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 10. COMMITMENTS AND CONTINGENCIES (CONTINUED) The following table reflects changes in the reserve for environmental remediation: March 31, December 31, 2009 2008 $ $ Balance at beginning of year 99 119 Reversals — (7) Environmental spending (2) (5) Effect of foreign currency exchange rate change (1) (8) Balance at March 31, 2009 96 99 Climate Change Regulation Since 1997, when an international conference on global warming concluded an agreement known as the Kyoto Protocol, which called for reductions of certain emissions that may contribute to increases in atmospheric greenhouse gas concentrations, there have been a range of international, national and sub-national regulations proposed or implemented focusing on greenhouse gas reduction. These actual or proposed regulations do or will apply in countries where the Company currently has or may have in the future, manufacturing facilities or investments. In the United States, the U.S. Congress is considering legislation to reduce emissions of greenhouse gases. In addition, several states have already taken legal measures to require the reduction of emissions of greenhouse gases by companies and public utilities, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap-and-trade programs. Also, the U.S. Supreme Court’s decision on April 2, 2007 in Massachusetts, et al. v. EPA, that greenhouse gases fall under the federal Clean Air Act’s definition of “air pollutant,” may result in future regulation of greenhouse gas emissions from stationary sources under certain Clean Air Act programs or other potential regulations. Passage of climate control legislation or other regulatory initiatives by Congress or various U.S. states, or the adoption of regulations by the Environmental Protection Agency or analogous state agencies that restrict emissions of greenhouse gases in areas in which the Company conducts business, may have a material effect on operations in the United States. The Company expects not to be disproportionately affected by these measures compared with owners of comparable properties in the United States. Regulation of greenhouse gases continues to evolve in all countries in which the Company does business. While it is likely that there will be increased regulation relating to greenhouse gases and climate change, at this stage it is not possible to estimate either a timetable for the implementation of any new regulations or the Company’s cost of compliance. 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 March 31, 2009, 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, earnings or cash flows. 24
  25. 25. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 10. COMMITMENTS AND CONTINGENCIES (CONTINUED) In the early part of 2006, the Company closed its pulp and paper mill in Prince Albert, Saskatchewan. The Company has not determined whether these previously idled facilities will be reopened, sold or closed. Certain unionized parties filed a grievance against Weyerhaeuser following the shut down, alleging that certain post-closure actions taken by Weyerhaeuser violated their collective bargaining agreement. In particular, the union disputed the post-closure contracting with a third-party vendor to oversee on- site security at Prince Albert. In connection with the March 2007 combination of the Weyerhaeuser Fine Paper Business with Domtar Inc., the Company has assumed any liability with respect to this grievance. The grievance proceeded to an arbitration hearing and was dismissed by the arbitrator. On application for judicial review, the arbitrator’s decision was upheld by the Saskatchewan Court of Queen’s Bench and, on February 9, 2009, by the Saskatchewan Court of Appeal. The Union did not apply for leave to appeal to the Supreme Court of Canada within the 60 day time limit for such an application (which may be extended by court order only in special circumstances). In a separate grievance relating to the closure of the Prince Albert facility, which could result in liability in excess of $20 million, the union is claiming that it is entitled to the accumulated pension benefits during the actual layoff period because, according to the union, a majority of employees retained still had recall rights during the layoff. The Company is currently evaluating its position with respect to this grievance and cannot be certain that it will not incur liability, which could be material, with respect to this grievance. On July 31, 1998, Domtar Inc. acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (E.B. Eddy), an integrated producer of specialty paper and wood products. The purchase agreement includes a purchase price adjustment whereby, in the event of the acquisition by a third party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. could have been obligated to pay up to a maximum of $95 million (CDN$120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $87 million (CDN$110 million). No provision was recorded for this potential purchase price adjustment. On March 14, 2007, the Company received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $87 million (CDN$110 million) as a result of the consummation of the March 2007 combination of the Weyerhaeuser Fine Paper Business with Domtar Inc. On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the March 2007 combination of the Weyerhaeuser Fine Paper Business with Domtar Inc., triggered the purchase price adjustment and sought a purchase price adjustment of $87 million (CDN$110 million) as well as additional compensatory damages. The Company does not believe that the consummation of the March 2007 combination of the Weyerhaeuser Fine Paper Business with Domtar Inc. triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend itself vigorously against any claims with respect thereto. However, the Company may not be successful in the defense of such claims, and if the Company is ultimately required to pay an increase in consideration, such payment may have a material adverse effect on the liquidity, results of operations and financial condition. GUARANTEES AND 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 March 31, 2009, 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 provisions have been recorded. These indemnifications have not yielded a significant expense in the past. 25
  26. 26. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 11. SEGMENT DISCLOSURES The Company operates in the three reportable segments described below. Each reportable segment offers different products and services and requires different technology and marketing strategies. The following summary briefly describes the operations included in each of the Company’s reportable segments: • Papers – represents the aggregation of the manufacturing and distribution businesses, commercial printing and publication, and specialty papers, as well as market pulp. • Paper Merchants – involves the purchasing, warehousing, sale and distribution of various products made by the Company and by other manufacturers. These products include business and printing papers and certain industrial products. • Wood – comprises the manufacturing and marketing of lumber and wood-based value-added products and the management of forest resources. The Company evaluates performance based on operating income, which represents sales, reflecting transfer prices between segments at fair value, less allocable expenses before interest expense and income taxes. An analysis and reconciliation of the Company’s business segment information to the respective information in the financial statements is as follows: 26
  27. 27. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 11. SEGMENT DISCLOSURES (CONTINUED) March 31, March 30, SEGMENT DATA 2009 2008 For the three months ended $ $ Sales Papers 1,429 1,106 Paper Merchants 262 217 Wood 63 43 Total for reportable segments 1,754 1,366 Intersegment sales – Papers (83) (60) Intersegment sales – Wood (6) (4) 1,665 Consolidated sales 1,302 Depreciation and amortization and write-down of property, plant and equipment Papers 110 94 Paper Merchants — 1 Wood 6 4 Total for reportable segments 116 99 Write-down of property, plant and equipment – Papers — 35 Consolidated depreciation and amortization and write-down of property, plant and equipment 116 134 Operating income (loss) Papers (a) 114 (6) Paper Merchants 3 2 Wood (22) (18) Corporate (1) — 94 Consolidated operating (loss) income (22) Interest expense 39 31 55 (Loss) earnings before income taxes (53) Income tax (benefit) expense 19 (8) 36 Net (loss) earnings (45) (a) The U.S. Internal Revenue Code of 1986, as amended (the “Code”) permits a refundable excise tax credit for the production and use of alternative bio fuel mixtures. The Company submitted an application with the U.S. Internal Revenue Service (IRS) to be registered as an alternative fuel mixer and received notification that is registration had been accepted in late March 2009. The Company began producing and consuming alternative fuel mixtures in February 2009 at its eligible mills. In the first quarter of 2009, the Company recorded $46 million in “Other operating (income) expense” related to claims filed for the period ending March 31, 2009. The claims for the refundable credits are based on the volume of bio fuel mixtures produced and burned during that period. The $46 million credit represents approximately 40% of the estimated future eligible alternative fuel tax credits available to the Company each quarter of 2009. In April 2009, the Company received the cash related to the first quarter of 2009 claims. According to the Code, the tax credit expires at the end of 2009. The U.S. Congress is currently reviewing the Alternative Fuel Credit law and may enact legislation to amend the Code. Although this does create some uncertainty related to the future of this credit, the Company believes that amounts reflected in income to date have met the income recognition criteria. 27
  28. 28. DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009 (IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED) (UNAUDITED) NOTE 12. CONDENSED CONSOLIDATING 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 in exchange for outstanding debt securities of Domtar Inc, a wholly-owned subsidiary of the Company. Pursuant to this exchange transaction, the securities that were issued (the “Guaranteed Debt”) were fully and unconditionally guaranteed by Domtar Paper Company, LLC, a wholly-owned subsidiary of the Company and the successor to the Weyerhaeuser Fine Paper Business U.S. Operations, and by Domtar Enterprises Inc. (and subsidiaries), a wholly-owned subsidiary of the Company (“Guarantor Subsidiaries”), on a joint and several basis. The Guaranteed Debt will not be guaranteed by certain of Domtar Paper Company LLC’s own wholly-owned subsidiaries; including Domtar Delaware Investments Inc, Domtar Delaware Holdings Inc, Domtar Delaware Holdings LLC, Domtar Inc. and Domtar Pulp & Paper Products Inc. (collectively the “Non-Guarantor Subsidiaries”). The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the balance sheets at March 31, 2009 and December 31, 2008 and the statements of earnings (loss), and cash flows for the three months ended March 31, 2009 and the three months ended March 30, 2008 for Domtar Corporation (the “Parent Company”), 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 Company in the Guarantor Subsidiaries as well as the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, in both cases using the equity method. For the three months ended March 31, 2009 Non- Guarantor Guarantor Consolidating CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS) Parent Subsidiaries Subsidiaries Adjustments Consolidated (Unaudited) $ $ $ $ $ — 1,107 408 (213) Sales 1,302 Operating expenses Cost of sales, excluding depreciation and amortization — 943 393 (213) 1,123 Depreciation and amortization — 76 23 — 99 Selling, general and administrative 4 66 13 — 83 Write-down of property, plant and equipment — 35 — — 35 Closure and restructuring costs — 14 10 — 24 Other operating expense (income), net — (45) 5 — (40) 4 1,089 444 (213) 1,324 (4) 18 (36) — Operating income (loss) (22) Interest expense (income) 30 12 (11) — 31 (34) 6 (25) — (Loss) earnings before income taxes (53) Income tax expense (benefit) (12) 4 — — (8) Share in earnings of equity accounted investees (23) (25) — 48 — (45) (23) (25) 48 Net earnings (loss) (45) 28

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